EX-99.1 2 mnso-20220331xex99d1.htm EXHIBIT 99.1

Unaudited consolidated statement of profit or loss

(Expressed in thousands of Renminbi, except for per share data)

    

Note

    

For the six months ended December 31,

2020

    

2021

RMB’000

RMB’000

Revenue

 

4

 

4,369,860

 

5,426,908

Cost of sales

 

6

 

(3,204,716)

 

(3,835,566)

Gross profit

 

 

1,165,144

 

1,591,342

Other income

 

5

 

43,804

 

18,586

Selling and distribution expenses

 

6

 

(627,492)

 

(725,622)

General and administrative expenses

 

6

 

(441,163)

 

(432,696)

Other net (loss)/ income

 

7

 

(70,755)

 

45,964

Credit loss on trade and other receivables

 

(17,387)

 

(19,091)

Impairment loss on non-current assets

 

 

 

(9,536)

Operating profit

 

 

52,151

 

468,947

Finance income

 

23,044

 

26,437

Finance costs

 

 

(13,860)

 

(17,266)

Net finance income

 

8

 

9,184

 

9,171

Fair value changes of redeemable shares with other preferential rights

 

(1,625,287)

 

Share of loss of an equity-accounted investee, net of tax

 

 

(8,162)

(Loss)/ profit before taxation

 

 

(1,563,952)

 

469,956

Income tax expense

 

9

 

(91,615)

 

(131,338)

(Loss)/ profit for the period

 

(1,655,567)

 

338,618

Attributable to:

 

 

  

 

  

Equity shareholders of the Company

 

 

(1,651,857)

 

336,779

Non-controlling interests

 

 

(3,710)

 

1,839

(Loss)/profit for period

 

 

(1,655,567)

 

338,618

(Loss)/earnings per share

 

  

 

  

Basic (loss)/earnings per share (RMB)

 

10

 

(1.52)

 

0.28

Diluted (loss)/earnings per share (RMB)

 

 10

 

(1.52)

 

0.28

The accompanying notes are an integral part of these condensed interim financial statements.

F-2


Unaudited consolidated statement of profit or loss and other comprehensive income

(Expressed in thousands of Renminbi)

    

Note

    

For the six months ended December 31,

2020

    

2021

RMB’000

RMB’000

(Loss) / profit for the period

 

(1,655,567)

 

338,618

Items that may be reclassified subsequently to profit or loss:

 

  

 

  

Exchange differences on translation of financial statements of foreign operations

 

11

 

(47,773)

 

9,177

Other comprehensive (loss) / income for the period

 

(47,773)

 

9,177

Total comprehensive (loss) / income for the period

 

(1,703,340)

 

347,795

Attributable to:

 

  

 

  

Equity shareholders of the Company

 

 

(1,698,955)

 

345,545

Non-controlling interests

 

(4,385)

 

2,250

Total comprehensive (loss) / income for the period

 

(1,703,340)

 

347,795

The accompanying notes are an integral part of these condensed interim financial statements.

F-3


Unaudited consolidated statement of financial position

(Expressed in thousands of Renminbi)

    

Note

    

As at June 30,

    

As at December 31,

2021

2021

RMB’000

RMB’000

ASSETS

 

  

 

  

Non-current assets

 

  

 

  

Property, plant and equipment

 

12

 

76,316

 

376,021

Right-of-use assets

 

13

 

689,887

 

2,391,803

Intangible assets

 

14

 

61,005

 

53,319

Goodwill

 

15

 

19,640

 

19,640

Deferred tax assets

 

9(c)

 

168,552

 

161,018

Prepayments

 

16

 

138,481

 

203,390

Interest in an equity-accounted investee

 

17

 

352,062

 

 

 

1,505,943

 

3,205,191

Current assets

 

 

  

 

  

Other investments

 

18

 

102,968

 

208,289

Inventories

 

19

 

1,496,061

 

1,360,994

Trade and other receivables

 

20

 

824,725

 

1,113,506

Cash and cash equivalents

 

21

 

6,771,653

 

5,151,456

Restricted cash

 

22

 

3,680

 

7,347

 

 

9,199,087

 

7,841,592

Total assets

 

10,705,030

 

11,046,783

EQUITY

 

 

  

 

  

Share capital

 

28

 

92

 

92

Additional paid-in capital

 

28

 

8,289,160

 

7,982,522

Other reserves

 

28

 

928,005

 

999,697

Accumulated losses

 

(2,558,291)

 

(2,245,972)

Equity attributable to equity shareholders of the Company

 

6,658,966

 

6,736,339

Non-controlling interests

 

(6,812)

 

(4,562)

Total equity

 

6,652,154

 

6,731,777

F-4


Unaudited consolidated statement of financial position (continued)

(Expressed in thousands of Renminbi)

    

Note

    

As at June 30,

    

As at December31,

2021

2021

RMB’000

RMB’000

LIABILITIES

 

  

 

  

Non-current liabilities

 

  

 

  

Contract liabilities

 

 

59,947

 

53,572

Loans and borrowings

 

24

 

6,925

 

6,369

Lease liabilities

 

26

 

483,144

 

411,304

Deferred income

 

27

 

20,005

 

16,729

 

570,021

 

487,974

Current liabilities

 

  

 

  

Loans and borrowings

 

24

 

13,669

 

5,182

Trade and other payables

 

25

 

2,809,182

 

3,189,086

Contract liabilities

 

4

 

266,919

 

276,537

Lease liabilities

 

26

 

321,268

 

268,425

Deferred income

 

27

 

6,060

 

5,980

Current taxation

 

65,757

 

81,822

 

3,482,855

 

3,827,032

Total liabilities

 

 

4,052,876

 

4,315,006

Total equity and liabilities

 

 

10,705,030

 

11,046,783

The accompanying notes are an integral part of these condensed interim financial statements.

F-5


Unaudited consolidated statement of changes in equity

(Expressed in thousands of Renminbi)

Attributable to equity shareholders of the Company

Additional

Share-based

PRC

Non-

Total

Share

paid-in

Merger

Treasury

payment

Translation

statutory

Accumulated

controlling

(deficit)/

    

Note

    

capital

capital

reserve

shares

reserve

reserve

reserve

losses

Total

interests

equity

    

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Balance at July 1, 2020

 

69

 

162,373

 

117,912

 

(19,393)

 

486,438

 

(5,395)

 

46,422

 

(1,125,055)

 

(336,629)

 

13,583

 

(323,046)

Changes in equity for the six months ended December 31, 2020

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Loss for the period

 

 

 

 

 

 

 

 

(1,651,857)

 

(1,651,857)

 

(3,710)

 

(1,655,567)

Other comprehensive loss for the period

 

 

 

 

 

 

(47,098)

 

 

 

(47,098)

 

(675)

 

(47,773)

Total comprehensive loss for the period

 

 

 

 

 

 

(47,098)

 

 

(1,651,857)

 

(1,698,955)

 

(4,385)

 

(1,703,340)

Capital injection from shareholders

 

1

 

1,193

 

 

 

 

 

 

 

1,194

 

 

1,194

Consolidation of special purpose vehicles

 

 

973

 

 

(973)

 

 

 

 

 

 

 

Issuance of ordinary shares relating to initial public offering and exercise of the over-allotment option, net of underwriting commissions and other issuance costs

 

9

 

4,178,851

 

 

 

 

 

 

 

4,178,860

 

 

4,178,860

Release of ordinary shares from share award scheme

 

5

 

(18,065)

 

 

18,060

 

 

 

 

 

 

 

Conversion of Series A preferred shares into Class A ordinary shares

 

8

 

3,963,835

 

 

 

 

 

 

 

3,963,843

 

 

3,963,843

Equity settled share-based transactions

 

29

 

 

 

 

 

216,377

 

 

 

 

216,377

 

 

216,377

Appropriation to statutory reserve

 

 

 

 

 

 

 

17,753

 

(17,753)

 

 

 

Balance at December 31, 2020

 

92

 

8,289,160

 

117,912

 

(2,306)

 

702,815

 

(52,493)

 

64,175

 

(2,794,665)

 

6,324,690

 

9,198

 

6,333,888

F-6


Unaudited consolidated statement of changes in equity (continued)

(Expressed in thousands of Renminbi)

Attributable to equity shareholders of the Company

Additional

Share-based

PRC

Non-

Share

paid-in

Merger

Treasury

payment

Translation

statutory

Accumulated

controlling

Total

    

Note

capital

capital

reserve

shares

reserve

reserve

reserve

losses

Total

interests

equity

    

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Balance at July 1, 2021

92

 

8,289,160

 

117,912

 

(2,306)

 

767,757

 

(20,006)

 

64,648

 

(2,558,291)

 

6,658,966

 

(6,812)

 

6,652,154

Changes in equity for the six months ended December 31, 2021

 

  

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Profit for the period

 

 

 

 

 

 

 

336,779

 

336,779

 

1,839

 

338,618

Other comprehensive income for the period

 

 

 

 

 

8,766

 

 

 

8,766

 

411

 

9,177

Total comprehensive income for the period

 

 

 

 

 

8,766

 

 

336,779

 

345,545

 

2,250

 

347,795

Dividend declared

 

28(c)

 

(306,255)

 

 

 

 

 

 

 

(306,255)

 

 

(306,255)

Exercise of options

 

28(a)(i)

 

287

 

 

 

 

 

 

 

287

 

 

287

Release of ordinary shares from share award scheme

 

28(a)(i)

 

(670)

 

 

670

 

 

 

 

 

 

 

Repurchase of shares

 

28(b)

 

 

 

(12,604)

 

 

 

 

 

(12,604)

 

 

(12,604)

Equity settled share-based transactions

 

29

 

 

 

 

50,400

 

 

 

 

50,400

 

 

50,400

Appropriation to statutory reserve

 

 

 

 

 

 

24,460

 

(24,460)

 

 

 

Balance at December 31, 2021

92

 

7,982,522

 

117,912

 

(14,240)

 

818,157

 

(11,240)

 

89,108

 

(2,245,972)

 

6,736,339

 

(4,562)

 

6,731,777


*

The amount was less than RMB1,000.

The accompanying notes are an integral part of these condensed interim financial statements.

F-7


Unaudited consolidated statement of cash flows

(Expressed in thousands of Renminbi)

    

Note

    

For the six months ended December 31,

2020

    

2021

RMB’000

RMB’000

Cash flows from operating activities

 

  

 

  

Cash generated from operations

 

23(a)

 

892,872

 

840,842

Income tax paid

 

(86,449)

 

(109,101)

Net cash from operating activities

 

806,423

 

731,741

Cash flows from investing activities

 

  

 

  

Payment for purchase of property, plant and equipment and intangible assets

 

(29,108)

 

(228,585)

Payment for acquisition of land use right

 

 

(891,428)

Proceeds from disposal of property, plant and equipment and intangible assets

 

3,324

 

Payment for purchase of other investments

 

(10,178,770)

 

(9,213,034)

Proceeds from disposal of other investments

 

10,078,770

 

9,113,034

Interest income

 

23,044

 

26,437

Investment income from other investments

 

14,965

 

40,446

Proceeds from repayment from related parties

 

14,713

 

Payments for investment in an equity-accounted investee

 

(355,927)

 

Acquisition of a subsidiary, net of cash acquired

 

30

 

 

(683,483)

Net cash used in investing activities

 

(428,989)

 

(1,836,613)

Cash flows from financing activities

 

  

 

  

Proceeds from capital injection from shareholders, subscription of restricted shares and exercise of options

 

2,619

 

287

Proceeds from initial public offering and exercise of the over-allotment option, net of underwriting commissions and other issuance costs

 

 

4,178,860

 

Repayment of loans and borrowings

 

23(b)

 

(400,267)

 

(503)

Payment of capital element and interest element of lease liabilities

 

23(b)

 

(140,082)

 

(163,716)

Payments for repurchase of shares

 

 

(12,604)

Prepayment for repurchase of shares

 

 

(13,042)

Interest paid

 

23(b)

 

(1,488)

 

(881)

Dividends paid

 

28(c)

 

 

(306,255)

Net cash from/(used in) financing activities

 

 

3,639,642

 

(496,714)

Net increase/(decrease) in cash and cash equivalents

 

 

4,017,076

 

(1,601,586)

Cash and cash equivalents at the beginning of the period

 

2,853,980

 

6,771,653

Effect of movements in exchange rates on cash held

 

(30,582)

 

(18,611)

Cash and cash equivalents at the end of the period

 

21

 

6,840,474

 

5,151,456

F-8


Notes to the unaudited condensed interim financial statements

(Expressed in thousands of Renminbi, unless otherwise indicated)

1 General information and basis of preparation

1.1General information

MINISO Group Holding Limited (the “Company”) was incorporated in the Cayman Islands on January 7, 2020, as an exempted company with limited liability under the Companies Law, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The Company completed its initial public offering (“IPO”) on October 15, 2020 and the Company’s American Depositary Shares (“ADSs”) have been listed on the New York Stock Exchange since then. Each ADS of the Company represents four ordinary shares.

The Company and its subsidiaries (together, the “Group”) are principally engaged in the retail and wholesale of lifestyle and pop toy products across the People’s Republic of China (the “PRC”) and other countries in Asia, America, and Europe, etc. The Company does not conduct any substantive operations of its own but conducts its primary business operations through its subsidiaries.

1.2Basis of preparation

These condensed interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by the International Accounting Standards Board. It has also been prepared in accordance with the same accounting policies adopted in the Group’s last annual consolidated financial statements as at and for the year ended June 30, 2021 (“Annual Financial Statements”) and should be read in conjunction with the Annual Financial Statements. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”). However, selected explanatory notes are included to explain events and transactions that are significant for understanding of the changes in the Group’s financial position and performance since the Annual Financial Statements.

2 Accounting judgements and estimates

In preparing these condensed interim financial statements, management has made judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Annual Financial Statements.

3 Segment reporting

The Group manages its businesses by divisions, which are organized by a mixture of both brands and geography. In a manner consistent with the way in which information is reported internally to the Group’s most senior executive management for the purposes of resource allocation and performance assessment, the Group has presented the two reportable segments, MINISO brand and TOP TOY brand, during the sixth months ended December 31, 2020 and 2021.

No other operating segments have been aggregated to these two reportable segments, but have been aggregated and presented as “other segment”. Business included as other segment did not meet the quantitative thresholds for reportable segments for the six months ended December 31, 2020 and 2021. The segment information is as follows:

Reportable segments

    

Operations

MINISO brand

Design, buying and sale of lifestyle products

TOP TOY brand

Design, buying and sale of pop toys

F-9


(i)Segment results, assets and liabilities

Information related to each reportable segment is set out below. Segment profit/(loss) before taxation is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments.

    

As at and for the six months ended December 31, 2020

Other

Reportable segments

segment

Total

Total

TOP TOY

reportable

MINISO brand

brand

segments

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

External revenues

 

4,237,663

 

2,617

 

4,240,280

 

129,580

 

4,369,860

Inter-segment revenue

 

 

 

 

30,474

 

30,474

Segment revenue

 

4,237,663

 

2,617

 

4,240,280

 

160,054

 

4,400,334

Segment profit/(loss) before taxation

 

39,401

 

(2,667)

 

36,734

 

24,601

 

61,335

Finance income

 

22,449

 

1

 

22,450

 

594

 

23,044

Finance costs

 

(13,437)

 

(413)

 

(13,850)

 

(10)

 

(13,860)

Depreciation and amortization

 

(123,249)

 

(1,956)

 

(125,205)

 

(178)

 

(125,383)

Other material non-cash items:

 

  

 

  

 

  

 

  

 

  

- credit loss on trade and other receivables

 

(17,397)

 

(5)

 

(17,402)

 

15

 

(17,387)

- impairment loss on non-current assets

 

 

 

 

 

Segment assets

 

9,684,209

 

85,413

 

9,769,622

 

181,285

 

9,950,907

Segment liabilities

 

3,786,289

 

87,417

 

3,873,706

 

99,313

 

3,973,019

    

As at and for the six months ended December 31, 2021

Other

Reportable segments

segment

Total

Total

TOP TOY

reportable

MINISO brand

brand

segments

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

External revenues

 

5,074,106

 

240,328

 

5,314,434

 

112,474

 

5,426,908

Inter-segment revenue

 

 

 

 

81,600

 

81,600

Segment revenue

 

5,074,106

 

240,328

 

5,314,434

 

194,074

 

5,508,508

Segment profit/(loss) before taxation

 

527,792

 

(65,062)

 

462,730

 

27,808

 

490,538

Finance income

 

24,527

 

25

 

24,552

 

1,626

 

26,178

Finance costs

 

(13,623)

 

(3,634)

 

(17,257)

 

(9)

 

(17,266)

Depreciation and amortization

 

(166,002)

 

(5,235)

 

(171,237)

 

(279)

 

(171,516)

Other material non-cash items:

 

  

 

  

 

  

 

  

 

  

- credit loss on trade and other receivables

 

(17,567)

 

(1,498)

 

(19,065)

 

(26)

 

(19,091)

- impairment loss on non-current assets

 

(6,072)

 

(3,464)

 

(9,536)

 

 

(9,536)

Segment assets

 

8,031,709

 

500,871

 

8,532,580

 

179,021

 

8,711,601

Segment liabilities

 

3,633,069

 

567,821

 

4,200,890

 

50,319

 

4,251,209

F-10


(ii)Reconciliations of information on reportable segments to the amounts reported in the condensed interim financial statements

    

For the six months ended December 31,

2020

    

2021

RMB’000

RMB’000

i. Revenue

 

  

 

  

Total revenue for reportable segments

 

4,240,280

 

5,314,434

Revenue for other segment

 

160,054

 

194,074

Elimination of inter-segment revenue

 

(30,474)

 

(81,600)

Consolidated revenue

 

4,369,860

 

5,426,908

ii. (Loss)/profit before taxation

 

  

 

  

Total profit before taxation for reportable segments

 

36,734

 

462,730

Profit before taxation for other segment

 

24,601

 

27,808

Unallocated amounts:

 

  

 

  

—Fair value changes of redeemable shares with other preferential rights

 

(1,625,287)

 

—Share of loss of an equity-accounted investee, net of tax expense

 

 

(8,162)

—Expenses relating to construction of headquarter building and depreciation expense of apartments for use as staff quarters

 

 

(12,420)

Consolidated (loss)/profit before taxation

 

(1,563,952)

 

469,956

    

As at June 30,

    

As at December 31,

2021

2021

RMB’000

RMB’000

iii. Assets

 

  

 

  

Total assets for reportable segments

 

10,188,040

 

8,532,580

Assets for other segment

 

164,928

 

179,021

Other unallocated amounts

 

  

 

  

—Interest in an equity-accounted investee

 

352,062

 

—Assets relating to construction of headquarter building

 

 

2,079,826

—Apartments for use as staff quarters

 

 

255,356

Consolidated total assets

 

10,705,030

 

11,046,783

iv. Liabilities

 

  

 

  

Total liabilities for reportable segments

 

3,995,757

 

4,200,890

Liabilities for other segments

 

57,119

 

50,319

Other unallocated amounts

 

  

 

  

—Liabilities relating to construction of headquarter building

 

 

63,797

Consolidated total liabilities

 

4,052,876

 

4,315,006

F-11


v. Other material items

    

For the six months ended December 31, 2020

Reportable

segment

Other

Unallocated

Consolidated

totals

segment

amounts

totals

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Finance income

 

22,450

 

594

 

 

23,044

Finance costs

 

(13,850)

 

(10)

 

 

(13,860)

Depreciation and amortization

 

(125,205)

 

(178)

 

 

(125,383)

Credit loss on trade and other receivables

 

(17,402)

 

15

 

 

(17,387)

    

For the six months ended December 31, 2021

Reportable

segment

Other

Unallocated

Consolidated

totals

segment

amounts

totals

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Finance income

 

24,552

 

1,626

 

259

 

26,437

Finance costs

 

(17,257)

 

(9)

 

 

(17,266)

Depreciation and amortization

 

(171,237)

 

(279)

 

(11,110)

 

(182,626)

Credit loss on trade and other receivables

 

(19,065)

 

(26)

 

 

(19,091)

Impairment loss on non-current assets

 

(9,536)

 

 

 

(9,536)

(iii)Geographic information

The geographic information analyses the Group’s revenue and non-current assets by the Group’s country of domicile and other regions. In presenting the geographic information, segment revenue has been based on the geographic location of customers and segment assets are based on the geographic location of the assets.

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

i. Revenue

 

  

 

  

the PRC (place of domicile)

 

3,556,678

 

4,086,285

Other Asian countries excluding the PRC

 

424,878

 

571,636

America

 

277,743

 

595,630

Europe

 

64,260

 

119,013

Others

 

46,301

 

54,344

 

4,369,860

 

5,426,908

    

As at June 30,

    

As at December 31,

2021

2021

RMB’000

RMB’000

ii. Non-current assets

 

  

 

  

the PRC (place of domicile)

 

902,793

 

2,564,864

Other Asian countries excluding the PRC

 

82,414

 

75,735

America

 

191,304

 

185,016

Europe

 

22,399

 

15,168

 

1,198,910

 

2,840,783

Non-current assets exclude deferred tax assets and non-current prepayments.

F-12


4 Revenue

The Group’s revenue is primarily derived from the sale of lifestyle and pop toy products through self-operated stores, franchised stores, offline distributors in the PRC and overseas and online sales conducted through the Group’s own mobile applications and self-operated online stores on third-party e-commerce platforms and through online distributors. Other sources of revenue mainly include license fees, sales-based royalties and sales-based management and consultation service fees from franchisees and distributors.

(i)Disaggregation of revenue

In the following table, revenue from contracts with customers is disaggregated by major products and service lines, primary geographical markets and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Group’s reportable segments (see Note 3).

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

Major products / service lines

 

  

 

  

— Sales of lifestyle and pop toy products

 

  

 

  

— Retail sales in self- operated stores

 

168,398

 

291,238

— Product sales to franchisees

 

2,712,007

 

2,988,169

— Sales to offline distributors

 

684,296

 

1,073,836

— Online sales

 

295,690

 

367,075

— Other sales channels

 

12,804

 

97,293

Sub-total

 

3,873,195

 

4,817,611

—License fees, sales-based royalties, and sales-based management and consultation service fees

 

  

 

  

— License fees

 

30,694

 

51,372

— Sales-based royalties

 

48,093

 

53,392

— Sales-based management and consultation service fees

 

240,465

 

263,002

Sub-total

 

319,252

 

367,766

— Others*

 

177,413

 

241,531

 

4,369,860

 

5,426,908


Note:

*

Others mainly represented sales of fixtures to franchisees and distributors.

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

Primary geographical markets

 

  

 

  

— the PRC

 

3,556,678

 

4,086,285

— Other Asian countries excluding the PRC

 

424,878

 

571,636

— America

 

277,743

 

595,630

— Europe

 

64,260

 

119,013

— Others

 

46,301

 

54,344

 

4,369,860

 

5,426,908

Timing of revenue recognition

 

  

 

  

— Products transferred at a point of time

 

4,050,608

 

5,059,142

— Services transferred over time

 

319,252

 

367,766

Revenue from contracts with customers

 

4,369,860

 

5,426,908

F-13


(ii)Contract balances

The following table provides information about receivables and contract liabilities from contracts with customers.

    

    

As at June 30,

    

As at December 31,

Note

2021

2021

RMB’000

RMB’000

Receivables, which are included in ‘trade and other receivables’

 

20

 

315,001

 

360,720

Contract liabilities

 

  

 

  

 

  

—Current portion

 

(266,919)

 

(276,537)

—Non-current portion

 

(59,947)

 

(53,572)

Total contract liabilities

 

(326,866)

 

(330,109)

    

As at June 30,

    

As at December 31,

2021

2021

RMB’000

RMB’000

Contract liabilities are analyzed as follows:

 

  

 

  

—Advance payments received from customers for purchase of goods

 

235,435

 

216,110

—Deferred revenue related to license fees

 

91,431

 

95,462

—Deferred revenue related to membership fees

 

 

18,537

Total contract liabilities

 

326,866

 

330,109

The Group requests 20% to 100% advance payment for purchase of goods from certain overseas distributors prior to delivery of goods. This gives rise to contract liabilities at the start of a sales order, until the revenue of sales of products recognized on the corresponding sale order exceeds the amount of payments received in advance.

Unamortized portion of upfront license fees and membership fees received was recognized as contract liability.

Movements in contract liabilities are as follows:

    

Contract

liabilities

RMB’000

Balance at July 1, 2021

 

326,866

Decrease in contract liabilities as a result of recognizing revenue during the period that was included in the contract liabilities at the beginning of the period

 

(248,074)

Increase in contract liabilities as a result of receiving advance payment for purchase of goods

 

197,265

Increase in contract liabilities as a result of receiving payment of license fees

 

35,515

Increase in contract liabilities as a result of receiving payment of membership fees

 

18,537

Balance at December 31, 2021

 

330,109

As of June 30, 2021 and December 31, 2021, license fees expected to be recognized as revenue after one year were RMB 59,947,000 and RMB 53,572,000, respectively.

(iii)Revenue expected to be recognized in the future arising from contracts with customers in existence at the reporting dates

Contracts within the scope of IFRS 15

As at June 30, 2021 and December 31, 2021, the aggregated amounts of the transaction price allocated to the remaining performance obligations under the Group’s existing contracts were RMB 91,431,000 and RMB 113,999,000, respectively. These amounts represented revenue of license fees and membership fees income expected to be recognized in the future from license agreements entered into with the franchisees and distributors and membership agreements. The Group will recognize the expected revenue in future over the remaining licensing period, which is expected to occur over the next 1 to 47  years and the next 1 to 46.5  years as at June 30, 2021 and December 31, 2021, respectively.

F-14


(iv)COVID-19 impact on revenue

During the six months ended December 31, 2021, the emergence of new variants of COVID-19 in certain PRC areas has adversely impacted the Group’s retail sales and product sales to franchisees due to governmental restrictions in public places to reduce the spread of virus, while the sales of stores owned by overseas distributors gradually recovered although many of those stores that resumed operations also had reduced operating hours due to regional resurgences of COVID-19. The impact on sales in each overseas market has been dependent on the timing, severity and duration of the outbreak and measures implemented by government authorities to reduce the spread of COVID-19.

5 Other income

    

For the six months ended December 31,

2020

2021

RMB’000

   

RMB’000

Tax refund

 

203

 

1,610

Government grants (Note (i))

 

42,344

 

13,920

Income from depositary bank (Note 27)

 

1,257

 

3,056

 

43,804

 

18,586


Note:

(i)Government grants mainly represented unconditional cash awards granted by the local authorities in the PRC during the six months ended December 31, 2020 and 2021.

During the six months ended December 31, 2021, government grants also included subsidies obtained by the subsidiaries in the U.S. under the Paycheck Protection Program Rule with an aggregated amount of USD1,320,000 (equivalent to RMB8,550,000) as disclosed in Note 24(a)(i).

6 Expenses by nature

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

Cost of inventories (Note 19(a))

 

3,179,451

 

3,762,590

Payroll and employee benefits (Note (i))

 

523,397

 

451,593

Rental and related expenses

 

11,800

 

9,170

Depreciation and amortization (Note (ii))

 

125,383

 

182,626

Licensing expenses

 

43,114

 

73,946

Promotion and advertising expenses

 

95,643

 

137,067

Logistics expenses

 

102,879

 

150,679

Travelling expenses

 

28,095

 

37,400

Other expenses

 

163,609

 

188,813

Total cost of sales, selling and distribution and general and administrative expenses

 

4,273,371

 

4,993,884


Notes:

(i)Payroll and employee benefits are analyzed as follows:

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

Salaries, wages and bonus

 

267,217

 

341,161

Contributions to social security contribution plan

 

22,800

 

38,482

Welfare expenses

 

17,003

 

21,550

Equity-settled share-based payment expenses (Note 29)

 

216,377

 

50,400

F-15


 

523,397

 

451,593

(ii)Depreciation and amortization are analyzed as follows:

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

Property, plant and equipment (Note 12)

 

14,147

 

25,937

Right-of-use assets (Note 13)

 

101,350

 

145,841

Intangible assets (Note 14)

 

9,886

 

10,848

 

125,383

 

182,626

7 Other net (loss)/income

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

Net foreign exchange loss

 

(85,366)

 

(11,489)

Losses on disposal of property, plants and equipment and intangible assets

 

(795)

 

(1,898)

Investment income from other investments (Note 18)

 

14,965

 

40,446

Scrap income

 

5,262

 

6,387

Net change in fair value of other investments

 

437

 

5,321

Others

 

(5,258)

 

7,197

 

(70,755)

 

45,964

8 Net finance income

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

Finance income

 

  

 

  

—Interest income

 

23,044

 

26,437

 

23,044

 

26,437

Finance costs

 

  

 

  

—Interest on loans and borrowings

 

(1,062)

 

(302)

—Interest on lease liabilities

 

(12,798)

 

(16,964)

 

(13,860)

 

(17,266)

 

9,184

 

9,171

9 Income taxes

(a)Taxation recognized in consolidated profit or loss:

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

Amounts recognized in consolidated profit or loss

 

  

 

  

Current tax

 

  

 

  

Provision for the period

 

96,177

 

124,979

Deferred tax

 

  

 

  

Origination and reversal of temporary differences (Note 9(c))

 

(4,562)

 

6,359

Tax expense

 

91,615

 

131,338

1)Cayman Islands and the BVI

F-16


Pursuant to the rules and regulations of the Cayman Islands and the BVI, the Group is not subject to any income tax in the Cayman Islands and the BVI.

2)Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries are subject to Hong Kong Profits Tax at the rate of 16.5% on their taxable income generated from the operations in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where the first HKD 2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the Group to benefit from the progressive rates.

3)Mainland China

Under the Corporate Income Tax (“CIT”) Law, the subsidiaries established in mainland China are subject to a unified statutory CIT rate of 25%.

A subsidiary established in Hengqin New Area of Zhuhai, a pilot free trade zone in the PRC, met the criteria for a preferential income tax rate of 15%.

4)United States

Under United States Internal Revenue Code, the subsidiaries established in United States are subject to a unified Federal CIT rate of 21% and variable state income and franchise tax depends on which state the subsidiaries has nexus with. Most of subsidiaries in United States are operated in the state of California, and thus they will be subject to state income tax rate of 8.84%.

5)Indonesia

The subsidiary incorporated in Indonesia is subject to the prevailing statutory tax rate on taxable income. In response to the COVID-19 outbreak, the statutory tax rate was progressively lowered from 25% to 22% for fiscal years ended December 31, 2020 and 2021, and will be further lowered to 20% starting from fiscal year ended December 31, 2022 onwards.

6)India

Under the Income Tax Act 1961 enacted in India, the subsidiary incorporated in India is subject to a profit tax rate of 26%.

7)Canada

Under the Canadian federal and provincial tax rules, the subsidiaries incorporated in Canada are subject to the combined Canadian federal and provincial statutory income tax rates ranging from 23% to 31% depending on the location of the operation.

8)Singapore

Under the Income Tax Act enacted in Singapore, the subsidiaries incorporated in Singapore are subject to a tax rate of 17% on its chargeable income.

F-17


(b)Reconciliation between tax expense and accounting profit at applicable tax rates:

    

For the six months ended December 31,

2020

2021

RMB’000

    

RMB’000

(Loss)/profit before taxation

 

(1,563,952)

 

469,956

Notional tax on (loss)/profit before taxation, calculated at the rates applicable to profits in the jurisdictions concerned

 

26,089

 

119,697

Tax effect of share-based compensation expenses and employee compensation expenses (Note 6(i))

 

54,094

 

12,600

Tax effect of other non-deductible expenses

 

4,915

 

1,662

Effect of preferential tax treatments on assessable profits of a subsidiary (Note 9(a)(3))

 

(19,362)

 

(10,080)

Tax effect of exempted and non-taxable interest income

 

(1,525)

 

(2,105)

Effect of unused tax losses not recognized

 

27,193

 

10,093

Effect of deductible temporary differences not recognized/(utilized)

 

211

 

(529)

Actual tax expenses

 

91,615

 

131,338

(c) Movement in deferred tax assets

The components of deferred tax assets recognized in the consolidated statement of financial position and the movements during the reporting period presented are as follows:

    

    

    

    

Loss from waiver of

    

    

intercompany

Intra-group

receivables of

Unused

unrealized

Credit loss and

discontinued

tax losses

profits

impairment

operations

Others

Total

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

Deferred tax arising from:

 

  

 

  

 

  

 

  

 

  

 

  

At July 1, 2021

 

34,253

 

14,696

 

50,347

 

61,548

 

7,708

 

168,552

Charged to profit or loss

 

2,443

 

(4,351)

 

(5,645)

 

 

1,194

 

(6,359)

Exchange rate difference

 

(799)

 

(42)

 

(317)

 

 

(17)

 

(1,175)

At December 31, 2021

 

35,897

 

10,303

 

44,385

 

61,548

 

8,885

 

161,018

The Group only recognizes deferred income tax assets for cumulative tax losses if it is probable that future taxable amounts will be available to utilize those tax losses.

(d) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items, because it is not probable that future taxable profit against which the losses can be utilized will be available in the relevant tax jurisdiction.

    

As at June 30,

    

As at December 31,

2021

2021

RMB’000

RMB’000

Deductible temporary differences

 

127,500

 

108,909

Cumulative tax losses

 

483,437

 

515,739

Total

 

610,937

 

624,648

F-18


(e) Tax losses carried forward

Tax losses for which no deferred tax asset was recognized will expire as follows:

    

As at June 30, 2021

    

As at December 31, 2021

Expiry date  

Expiry date  

RMB’000

    

RMB’000

    

Expire

 

147,928

 

2022-2042

 

187,778

 

2022-2042

 Never expire

 

335,509

 

 

327,961

 

  

Tax losses for which no deferred tax asset was recognized are related to subsidiaries that were established in recent years, which are not expected to derive sufficient taxable profits in the foreseeable future before unused tax losses expired.

(f) Uncertain tax position

The Group evaluates whether it is probable that tax authority will accept the tax treatment for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2021 and December 31, 2021, the Group did not have any significant unrecognized uncertain tax positions. The Group does not anticipate any significant increase to unrecognized tax benefit within the next 12 months. Interest and penalties related to income tax matters, if any, is included in income tax expense.

10 (Loss)/earnings per share

(a) Basic (loss)/earnings per share

The calculation of basic (loss)/earnings per share has been based on the following (loss)/profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

(i)(Loss)/profit attributable to ordinary shareholders (basic):

    

For the six months ended

December 31,

2020

2021

RMB’000

    

RMB’000

(Loss)/profit attributable to the equity shareholders of the Company

 

(1,651,857)

 

336,779

Less: Allocation of undistributed earnings to holders of unvested restricted shares

 

118,054

 

(944)

(Loss)/profit used to determine basic (loss)/earnings per share

 

(1,533,803)

 

335,835

The unvested restricted shares granted to employees under the 2018 and 2020 Share Award Scheme are entitled to non-forfeitable dividends during the vesting period. For the purpose of calculating basic loss per share, the numerators are thus be adjusted for the undistributed earnings attributed to these unvested shares in accordance with their participating rights, which have not been recognized in profit or loss.

F-19


(ii) Weighted-average number of ordinary shares (basic):

The weighted average number of ordinary shares of 1,006,270,877 and 1,206,451,996, respectively in issue for the six months ended December 31, 2020 and 2021 was calculated as follows:

For the six months ended

 

December 31,

 

2020

2021

    

Number of shares

    

  

Issued ordinary share at July 1, 2020 and 2021

 

865,591,398

 

1,204,860,715

Effect of shares issued upon IPO and exercise of the over-allotment option

 

51,215,483

 

Effect of shares converted from Series A preferred shares

 

49,880,507

 

Effect of shares released from share award scheme and option plan (Note 29)

 

39,583,489

 

1,615,808

Effect of repurchase of shares (Note 28(b))

 

 

(24,527)

Weighted average number of ordinary shares

 

1,006,270,877

 

1,206,451,996

(b) Diluted (loss)/earnings per share

Diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.

There was no difference between basic and diluted loss per share during the six months ended December 31, 2020 as the effect of the restricted shares granted to employees and share options granted to employees would be anti-dilutive.

During the six months ended December 31, 2021, the calculation of diluted earnings per share was based on the profit attributable to ordinary equity shareholders of the Company of RMB336,779,000 and the weighted average number of ordinary shares of 1,217,411,723 shares, after adjusting by the dilutive effect of share award scheme and option plan, calculated as follows:

    

For the six months ended

December 31, 2021

Number of shares

Weighted average number of ordinary shares, basic

 

1,206,451,996

Dilutive effect of share award scheme and option plan (Note 29)

 

10,959,727

Weighted average number of ordinary shares, diluted

 

1,217,411,723

11 Other comprehensive (loss)/income

Amounts recognized in consolidated other comprehensive (loss)/income

For the six months ended December 31, 2020

    

Before-tax

    

Tax (expense) /

    

Net-of-tax

amount

benefit

amount

RMB’000

RMB’000

RMB’000

Exchange differences on translation of financial statements of overseas subsidiaries

 

(47,773)

 

 

(47,773)

Other comprehensive loss

 

(47,773)

 

 

(47,773)

    

For the six months ended December 31, 2021

    

Before-tax

    

Tax (expense) /

    

Net-of-tax

amount

benefit

amount

RMB’000

RMB’000

RMB’000

Exchange differences on translation of financial statements of overseas subsidiaries

9,177

 

 

9,177

Other comprehensive income

9,177

 

 

9,177

F-20


12 Property, plant and equipment

    

    

Leasehold

    

Office

    

Store operating

    

Motor

    

    

Construction

    

Apartments

improvements

equipment

equipment

vehicles

Moulds

in progress

Total

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

Cost:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

At July 1, 2021

 

 

111,949

 

37,431

 

46,469

 

2,740

 

 

 

198,589

Acquisition of assets through acquisition of a subsidiary (Note 30)

 

 

 

 

 

 

 

10,276

 

10,276

Additions

 

242,639

 

28,236

 

10,109

 

4,786

 

232

 

17,724

 

23,512

 

327,238

Disposals

 

 

(5,470)

 

(2,900)

 

(3,450)

 

(351)

 

(102)

 

 

(12,273)

Exchange adjustments

 

 

(1,597)

 

(67)

 

(371)

 

(7)

 

 

 

(2,042)

At December 31, 2021

 

242,639

 

133,118

 

44,573

 

47,434

 

2,614

 

17,622

 

33,788

 

521,788

Accumulated depreciation:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

At July 1, 2021

 

 

(41,007)

 

(18,626)

 

(22,923)

 

(1,510)

 

 

 

(84,066)

Charge for the period

 

(3,182)

 

(8,603)

 

(2,719)

 

(5,022)

 

(232)

 

(6,179)

 

 

(25,937)

Written back on disposals

 

 

5,041

 

1,456

 

2,291

 

267

 

19

 

 

9,074

Exchange adjustments

 

 

518

 

94

 

217

 

3

 

 

 

832

At December 31, 2021

 

(3,182)

 

(44,051)

 

(19,795)

 

(25,437)

 

(1,472)

 

(6,160)

 

 

(100,097)

Impairment:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

At July 1, 2021

 

 

(36,432)

 

 

(1,775)

 

 

 

 

(38,207)

Addition

 

 

(6,865)

 

 

(2,672)

 

 

 

 

(9,537)

Written back on disposals

 

 

898

 

 

409

 

 

 

 

1,307

Exchange adjustments

 

 

703

 

 

64

 

 

 

 

767

At December 31, 2021

 

 

(41,696)

 

 

(3,974)

 

 

 

 

(45,670)

Net book value:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

At December 31, 2021

 

239,457

 

47,371

 

24,778

 

18,023

 

1,142

 

11,462

 

33,788

 

376,021

Note: Apartments represent the apartments located in the PRC acquired from a third party during the six months ended December 31, 2021. As of December 31, 2021, the property ownership certificates of certain apartments were still under processing.

F-21


13 Right-of-use assets

The analysis of the net book value of right-of-use assets by class of underlying asset is as follows:

    

Property

    

Warehouse equipment

    

Land use right

    

(Note (i))

(Note (ii))

(Note (iii))

Total

RMB’000

RMB’000

RMB’000

RMB’000

Cost:

At July 1, 2021

 

1,077,417

 

11,702

 

 

1,089,119

Acquisition of assets through acquisition of a subsidiary (Note 30)

 

 

 

1,781,595

 

1,781,595

Additions

 

156,303

 

414

 

 

156,717

Derecognition

 

(212,463)

 

(1,470)

 

 

(213,933)

Exchange adjustments

 

(9,269)

 

2

 

 

(9,267)

At December 31, 2021

 

1,011,988

 

10,648

 

1,781,595

 

2,804,231

Accumulated depreciation:

At July 1, 2021

 

(359,888)

 

(1,548)

 

 

(361,436)

Charge for the period

 

(135,926)

 

(1,988)

 

(7,927)

 

(145,841)

Derecognition

 

126,900

 

1,470

 

 

128,370

Exchange adjustments

 

3,707

 

(1)

 

 

3,706

At December 31, 2021

 

(365,207)

 

(2,067)

 

(7,927)

 

(375,201)

Impairment:

At July 1, 2021

 

(37,796)

 

 

 

(37,796)

Exchange adjustments

 

569

 

 

 

569

At December 31, 2021

 

(37,227)

 

 

 

(37,227)

Net book value:

 

  

 

  

 

  

 

  

At December 31, 2021

 

609,554

 

8,581

 

1,773,668

 

2,391,803

F-22


The analysis of expense items in relation to leases recognized in profit or loss is as follows:

    

For the six months ended December 31

    

2020

    

2021

RMB’000

RMB’000

Depreciation charge of right-of-use assets by class of underlying asset:

  

 

  

Property

96,630

 

135,926

Warehouse equipment

4,720

 

1,988

Land use right

 

7,927

101,350

 

145,841

Interest on lease liabilities (Note 8)

12,798

 

16,964

Expense relating to short-term leases and other leases with remaining lease term ending on or before June 30/December 31

15,116

 

18,318

Variable lease payments not included in the measurement of lease liabilities

1,803

 

2,902

COVID-19 rent concessions

(13,137)

 

(28,249)

Details of total cash outflow for leases and the maturity analysis of lease liabilities are set out in Note 23(c) and Note 26, respectively.


Notes:

(i)Property – right-of-use assets

The Group leases properties for its offices space, warehouse storage and retail stores. The leases of offices space typically run for a period of two to fourteen years, leases of warehouse storage and retail stores typically run for two to ten years.

Variable lease payments based on sales

Some leases of self-operated stores contain variable lease payments, which typically range from 1% to 15% of the annual sales that each store makes in excess of a certain breakpoint predetermined with landlord. These terms are common in retail stores in countries such as United states, Canada and Singapore where the Group operates. The relative magnitude of variable lease payments to fixed payments is low given sales from most stores with variable lease payments terms did not exceed the breakpoints. The Group expects the relative proportions of variable lease payments to fixed lease payments to increase in future years when sales from these stores increase.

(ii)Warehouse equipment – right-of-use assets

The Group leases warehouse equipment, with lease terms of two to three years.

(iii)Land use right

The Group acquired the land use right of a parcel of land located in the PRC during the six months ended December 31, 2021 through the acquisition of a subsidiary as disclosed in Note 30, with a lease term of forty years. As of December 31, 2021, the land use right certificate has not yet been obtained.

(iv)Rental deposits

The refundable rental deposit itself is not part of the lease payments and is in the scope of IFRS 9. Therefore, the rental deposit should be measured at fair value on initial recognition. The difference between the initial fair value and the nominal value of the deposit is an additional lease payment made by the Group and it is included in the measurement of the right-of-use assets.

F-23


(v)COVID-19-related concessions

The Group has applied the practical expedient introduced by the Amendment to IFRS 16, Leases, COVID-19-Related Rent Concessions and Amendment to IFRS 16, Leases, COVID-19-Related Rent Concessions beyond June 30, 2021 to all eligible rent concessions received by the Group during the six months ended December 31, 2020 and 2021.

14 Intangible assets

    

Software

RMB’000

Cost:

At July 1, 2021

 

107,583

Purchases

 

3,167

Exchange adjustments

 

(45)

At December 31, 2021

 

110,705

Accumulated amortization:

 

  

At July 1, 2021

 

(46,237)

Charge for the period

 

(10,848)

Exchange adjustments

 

15

At December 31, 2021

 

(57,070)

Impairment:

 

  

At July 1, 2021

 

(341)

Exchange adjustments

 

25

At December 31, 2021

 

(316)

Net book value:

 

  

At December 31, 2021

 

53,319

15 Goodwill

    

RMB’000

Cost:

At July 1, 2021 and December 31, 2021

 

19,640

Impairment:

 

  

At July 1, 2021 and December 31 2021

 

Carrying amount:

 

  

At December 31, 2021

 

19,640

16 Prepayments

    

As at June 30,

    

As at December 31,

2021

2021

RMB’000

RMB’000

Prepayment for construction of a new headquarter building (Note 30)

 

 

200,000

Prepayment for purchase of apartments

 

133,458

 

Others

 

5,023

 

3,390

Total

 

138,481

 

203,390

F-24


17 Interest in an equity-accounted investee

In December 2020, the Company formed the entity YGF Investment V Limited (“YGF Investment”) in the BVI together with YGF MC Limited, a company controlled by the Controlling Shareholders, to acquire the land use right of a parcel of land in the PRC and to build a new headquarter building through the YGF Investment’s subsidiary in the PRC. The Company and YGF MC Limited held 20% and 80% of the shares of YGF Investment, respectively. As of June 30, 2021, the Company invested RMB356,000,000 in YGF Investment by cash and accounted for the entity using the equity method in the financial statements.

On October 27, 2021, the Company acquired the remaining 80% interest in YGF Investment and YGF Investment became a wholly-owned subsidiary of the Group since then. The directors of the Company determined that the transaction constituted an acquisition of assets and liabilities through acquisition of a subsidiary, as such, the previous 20% interest in YGF Investment was included as part of the cost of the acquisition and was not remeasured at the date of acquisition. Details of the acquisition is set out in Note 30.

18 Other investments

    

As at June 30,

    

As at December 31,

2021

2021

RMB’000

RMB’000

Financial assets measured at FVTPL

- Investment in trust investment schemes

 

102,968

 

208,289

In December 2020, the Group invested in a trust investment scheme (“Trust Scheme A”) established and managed by a trust company as the trustee with the principal of RMB100,000,000 and an initial investment period of within one year. The Group subsequently extended the investment period to March 2022. Pursuant to the agreement, the Trust Scheme A is designated to make the majority of its investments in debt securities, while the principal and return of the investment are not guaranteed. Fair value of this investment as of June 30, 2021 and December 31, 2021 was estimated to be RMB102,968,000 and RMB105,222,000, respectively.

In July 2021, the Group invested in another trust investment scheme (“Trust Scheme B”) established and managed by a trust company as the trustee with the principal of RMB100,000,000 and an initial investment period of within one year. Pursuant to the agreement, the Trust Scheme B is designated to make the majority of its investments in debt securities, while the principal and return of the investment are not guaranteed. Fair value of this investment as of December 31, 2021 was estimated to be RMB103,067,000.

Information about the Group’s exposure to credit and market risks, and fair value measurement, is included in Note 31.

19 Inventories

    

As at June 30,

    

As at December 31,

2021

2021

RMB’000

RMB’000

Finished goods

 

1,491,328

 

1,358,035

Low-value consumables

 

4,733

 

2,959

 

1,496,061

 

1,360,994

(a)The analysis of the amount of inventories recognized as an expense and included in profit or loss is as follows:

    

For the six months ended December 31,

2020

2021

    

RMB’000

    

RMB’000

Carrying amount of inventories sold

 

3,158,483

 

3,797,276

Write-down/(reversal of write-down) of inventories

 

20,968

 

(34,686)

Cost of inventories recognized in consolidated statements of profit or loss

 

3,179,451

 

3,762,590

F-25


20 Trade and other receivables

As at June 30,

As at December 31,

Note

2021

2021

RMB’000

RMB’000

Current

    

  

    

  

    

  

Trade receivables

 

  

 

374,828

 

435,744

Less: loss allowance

 

31(a)

 

(59,827)

 

(77,064)

Trade receivables, net of loss allowance

 

  

 

315,001

 

358,680

Amounts due from related parties

 

34(c)

 

1,791

 

5,024

Miscellaneous expenses paid on behalf of franchisees

 

  

 

192,072

 

211,617

Value-added tax (“VAT”) recoverable

 

  

 

79,590

 

157,373

Rental deposits

 

  

 

94,423

 

111,473

Receivables due from online payment platforms and banks (i)

 

  

 

33,309

 

117,285

Prepayments for inventories

 

  

 

38,758

 

46,813

Prepayments for licensing expenses

 

  

 

11,503

 

23,105

Others

 

  

 

58,278

 

82,136

 

824,725

 

1,113,506


Notes:

(i)Receivables from online payment platforms mainly represented the proceeds of online sales through e-commerce platforms collected by and retained in third-party online payment platforms. Withdrawal of the balances retained in online payment platforms could be made anytime upon the Group’s instructions. The amounts also included those due from banks for offline sales made through customer credit/debit cards and other online payment platforms that require overnight processing by the collection banks.
(ii)All of trade and other receivables classified as current portion are expected to be recovered or recognized as expense within one year.
(iii)Trade debtors are due within 30 to 180 days from the date of revenue recognition for domestic and overseas customers respectively. Further details on the Group’s credit policy and credit risk arising from trade debtors are set out in Note 31(a).

21 Cash and cash equivalents

Cash and cash equivalents comprise:

As at June 30,

As at December 31,

2021

2021

RMB’000

    

RMB’000

Cash on hand

    

549

    

680

Cash at bank

 

6,771,104

 

5,150,776

Cash and cash equivalents as presented in the consolidated statements of financial position and in the consolidated statement of cash flows

 

6,771,653

 

5,151,456

22 Restricted cash

As at June 30,

As at December 31,

2021

2021

RMB’000

RMB’000

Restricted cash

    

3,680

    

7,347

Restricted cash represents cash held in an escrow bank account in the PRC with designated usage of settlement with franchisees.

F-26


23 Cash flow information

(a)Reconciliation of (loss)/profit for the period to cash generated from operations:

For the six months ended December 31,

Note

2020

2021

RMB’000

RMB’000

(Loss)/profit for the period

    

  

    

(1,655,567)

    

338,618

Adjustments for:

 

  

 

  

 

  

Interest on lease liabilities

 

8

 

12,798

 

16,934

Depreciation and amortization

 

6(ii)

 

125,383

 

182,626

Interest on loans and borrowings

 

8

 

1,062

 

302

Interest income

 

8

 

(23,044)

 

(26,437)

Investment income from other investments

 

7

 

(14,965)

 

(40,446)

Net change in fair value of other investments

 

7

 

(437)

 

(5,321)

Losses on disposal of property, plant and equipment and intangible assets

 

7

 

795

 

1,898

Impairment loss on non-current assets

 

  

 

 

9,536

Unrealized foreign exchange (gain)/loss

 

  

 

(21,293)

 

21,280

Effect of lease contract cancellation

 

  

 

(97)

 

(7,815)

Fair value changes of redeemable shares with other preferential rights

 

  

 

1,625,287

 

Share of loss of an equity-accounted investee, net of tax

 

 

8,162

Equity-settled share-based payment expenses

 

6(i)

 

216,377

 

50,400

Income tax

 

9(a)

 

91,615

 

131,338

Changes in working capital:

 

  

 

  

 

  

Inventories

 

  

 

(17,627)

 

135,067

Trade and other receivables

 

  

 

(35,698)

 

(272,198)

Contract liabilities

 

  

 

67,894

 

3,243

Trade and other payables

 

  

 

484,511

 

300,678

Restricted cash

 

  

 

6,518

 

(3,667)

Deferred income

 

  

 

29,360

 

(3,356)

Cash generated from operations

 

  

 

892,872

 

840,842

F-27


(b)Reconciliation of liabilities arising from financing activities:

Redeemable

shares with

Loans and

other preferential

Interest

Lease

borrowings

rights

payable

liabilities

Total

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

 

Note 24

 

Note 26

At July 1, 2020

    

416,389

    

2,381,327

    

610

    

602,974

    

3,401,300

Changes from financing cash flows:

 

  

 

  

 

  

 

  

 

  

Repayment of loans and borrowings

 

(400,267)

 

 

 

 

(400,267)

Interest of loans and borrowings paid

 

 

 

(1,488)

 

 

(1,488)

Payment of capital element and interest element of lease liabilities

 

 

 

 

(140,082)

 

(140,082)

Total changes from financing cash flows

 

(400,267)

 

 

(1,488)

 

(140,082)

 

(541,837)

Exchange adjustments

 

(2,028)

 

(42,771)

 

(95)

 

21,973

 

(22,921)

Other changes:

 

  

 

  

 

  

 

  

 

  

Fair value changes of redeemable shares with other preferential rights

 

 

1,625,287

 

 

 

1,625,287

Decrease in redeemable shares with other preferential rights

 

 

(3,963,843)

 

 

 

(3,963,843)

Increase in lease liabilities from entering into new leases during the period

 

 

 

 

99,438

 

99,438

Decrease in lease liabilities from derecognition

 

 

 

 

(3,119)

 

(3,119)

Increase in interest expenses

 

 

 

1,062

 

12,798

 

13,860

Total other changes

 

 

(2,338,556)

 

1,062

 

109,117

 

(2,228,377)

At December 31, 2020

 

14,094

 

 

89

 

593,982

 

608,165

Loans and

Interest

Lease

borrowings

payable

liabilities

Total

RMB’000

RMB’000

RMB’000

RMB’000

Note 24

Note 26

At July 1, 2021

    

20,594

    

667

    

804,412

    

825,673

Changes from financing cash flows:

 

  

 

  

 

  

 

  

Repayment of loans and borrowings

 

(503)

 

 

 

(503)

Interest of loans and borrowings paid

 

 

(881)

 

 

(881)

Payment of capital element and interest element of lease liabilities

 

 

 

(163,716)

 

(163,716)

Total changes from financing cash flows

 

(503)

 

(881)

 

(163,716)

 

(165,100)

Exchange adjustments

 

8

 

 

(1,884)

 

(1,876)

Other changes:

 

  

 

  

 

  

 

  

Increase in lease liabilities from entering into new leases during the period

 

 

 

156,717

 

156,717

Decrease in lease liabilities from derecognition

 

 

 

(132,764)

 

(132,764)

Increase in interest expenses

 

 

302

 

16,964

 

17,266

Forgiveness of loans and borrowings

 

(8,548)

 

 

 

(8,548)

Total other changes

 

(8,548)

 

302

 

40,917

 

32,671

At December 31, 2021

 

11,551

 

88

 

679,729

 

691,368

F-28


(c)Total cash out flow for leases:

For the six months ended December 31,

2020

2021

RMB’000

RMB’000

Within operating cash flows

    

(16,919)

    

(21,220)

Within financing cash flows

 

(140,082)

 

(163,716)

 

(157,001)

 

(184,936)

24 Loans and borrowings

(a)The analysis of the carrying amount of loans and borrowings is as follows:

As at June 30,

As at December 31,

Note

2021

2021

RMB’000

RMB’000

Non-current liabilities

    

    

    

    

    

Borrowings from existing non-controlling interest shareholders

 

(iii)

 

6,612

 

6,369

Other borrowings

 

  

 

313

 

 

6,925

 

6,369

Current liabilities

Current portion of unsecured bank loans

 

(i)

 

8,921

 

Current portion of borrowings from former and existing non-controlling interest shareholders

 

(ii)

 

4,748

 

4,882

Other borrowings

 

  

 

 

300

 

 

13,669

 

5,182


Notes:

(i)In April 2020, under the rules issued by the U.S. Small Business Administration (SBA) implementing the Paycheck Protection Program under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (the “Paycheck Protection Program Rule”), the subsidiaries in the U.S. obtained unsecured bank loans with an aggregated amount of USD1,381,000 (equivalent to RMB8,921,000 on June 30, 2021). The loans bear an interest rate of 0.98% per annum with a term of 2 years and will expire in April 2022. Under the Paycheck Protection Program Rule, loan forgiveness will be provided for documented payroll costs and covered rent payments and utilities that qualify SBA requirements. As of June 30, 2021, the Group had not qualified for the loan forgiveness. During the six months ended December 31, 2021, the Group was assessed to be qualified for a loan forgiveness for an amount of USD1,320,000 (equivalent to RMB8,550,000) and recognized such amount in the consolidated statement of profit or loss. The remaining loan balance of USD80,000 was repaid in September 2021.
(ii)The current portion of long-term borrowings from former non-controlling interest shareholders outstanding as of June 30, 2021 and December 31, 2021 mainly comprised a loan with principal amount of IDR10,600,000,000 and bearing an interest rate of 6% per annum. The loan was with a term of 5 years and will expire in April 2022. The loan was classified as current liability as of June 30, 2021 and December 31, 2021, equivalent to RMB4,748,000 and RMB4,755,000 on June 30, 2021 and December 31, 2021, respectively.
(iii)The long-term borrowings from existing non-controlling interest shareholders outstanding as at June 30, 2021 and December 31, 2021 represented two loans:
a loan obtained in a subsidiary acquired during the year ended June 30, 2021 with principal amount of SGD1,350,000 (equivalent to RMB6,484,000 on June 30, 2021). The loan bears an interest rate of 3% per annum and as agreed with the lender. As agreed with the lender, the loan is not required to be repaid until certain performance conditions are met by the subsidiary. As of June 30, 2021 and December 31, 2021, such performance conditions were not expected to be met within one year.

F-29


a loan with principal amount of USD20,000 (equivalent to RMB128,000 on June 30, 2021) and bearing interest rate of 9% per annum. The loan was with a term of 5 years and will expire in December 2022. The loan was reclassified as current liabilities as of December 31, 2021.

Information about the Group’s exposure to interest rates, foreign currency and liquidity risks is included in Note 31.

(b) Terms and repayment schedule

At the end of reporting periods, the loans and borrowings were repayable as follows:

As at June 30,

As at December 31,

2021

2021

RMB’000

RMB’000

Within 1 year or on demand

    

13,669

    

5,182

After 1 year but within 2 years

 

442

 

After 2 years but within 5 years

 

1,297

 

6,369

More than 5 years

 

5,186

 

 

6,925

 

6,369

 

20,594

 

11,551

25 Trade and other payables

As at June 30,

As at December 31,

2021

2021

RMB’000

RMB’000

Trade payables

    

624,688

    

735,029

Payroll payable

 

63,621

 

95,054

Accrued expenses

 

155,698

 

195,949

Other taxes payable

 

20,633

 

110,943

Deposits

 

1,833,516

 

1,875,173

Amounts due to related parties (Note 34(c))

 

7,490

 

11,977

Others

 

103,536

 

164,961

 

2,809,182

 

3,189,086

Information about the Group’s exposure to currency and liquidity risks is included in Note 31.

The credit period granted by suppliers is 30 to 60 days.

Deposits received from suppliers, distributors and franchisees may be repayable to suppliers, distributors and franchisees after more than one year. All of the other trade payables, other payables, accruals and amounts due to related parties or franchisees are expected to be settled within one year or are repayable on demand.

F-30


26 Lease liabilities

The following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of the reporting periods:

    

As at June 30, 2021

As at December 31, 2021

Present

Present

value of the

value of the

minimum lease

Total minimum

minimum lease

Total minimum

    

payments

    

lease payments

    

payments

    

lease payments

    

RMB’000

    

RMB’000

 

RMB’000

    

RMB’000

Within 1 year

 

321,268

 

342,211

268,425

 

282,543

After 1 year but within 2 years

 

203,467

 

217,229

172,747

 

184,583

After 2 years but within 5 years

 

239,995

 

277,726

201,844

 

232,372

After 5 years

 

39,682

 

54,848

36,713

 

50,058

 

483,144

 

549,803

411,304

 

467,013

 

804,412

 

892,014

679,729

 

749,556

Less: total future interest expenses

 

 

(87,602)

  

 

(69,827)

Present value of lease liabilities

 

 

804,412

  

 

679,729

27 Deferred income

As at June 30,

As at December 31,

2021

2021

 

RMB’000

 

RMB’000

Deferred income from depositary bank

 

  

 

  

Non-current portion

 

20,005

 

16,729

Current portion

 

6,060

 

5,980

 

26,065

 

22,709

The amount was amortized using the straight-line method over a five-year arrangement period. During the six months ended December 31, 2021, the Company recorded RMB3,056,000 in other income.

28 Capital and reserves

(a) Share capital and additional paid-in capital

(i) During the six months ended December 31, 2021, 2,601,944 of restricted shares and options were vested and exercised, and were released from treasury shares into Class A ordinary shares.

(ii) As of June 30, 2021 and December 31, 2021, analysis of the Company’s issued shares including treasury shares reserved for the share award scheme, was as follows:

    

As at June 30, 2021 and December 31, 2021

Number of

    

shares

    

Share capital

RMB’000

Class A ordinary shares

 

897,275,873

 

69

Class B ordinary shares

 

328,290,482

 

23

 

1,225,566,355

 

92

F-31


(b) Treasury shares

As the Company has the power to govern the relevant activities of the twelve special purpose vehicles and can derive benefits from the contributions of the employees who were awarded with the shares under the 2020 Share Award Scheme, the twelve special purpose vehicles were consolidated and the ordinary shares issued to these special purposed vehicles are treated as treasury shares until they are granted to employees and become vested.

During the six months ended December 31, 2020 and 2021, additional considerations of RMB973,000 and nil were received from the special purpose vehicles.

On December 21, 2021, the board of directors authorized a share repurchase program under which the Company may repurchase up to USD200 million of its shares until September 21, 2022. In December 2021, the Company repurchased 809,040 Class A ordinary shares at an average price of USD2.45 per share for a total consideration of USD1.98 million (equivalent to RMB12,604,000).

(c) Dividends

During the six months ended December 31, 2021, dividends of US$0.039 per ordinary share, amounting to USD47,178,000 (equivalent to RMB306,255,000), in respect of the fiscal year ended June 30, 2021 were declared and paid by the Company. The dividends were distributed from capital reserve. No interim dividends were declared or paid by the Company. Nor were interim dividends declared or paid after the interim period.

29 Equity settled share-based payments

The Group has adopted two share-based compensation plans, namely, the 2020 Share Award Scheme and the 2020 Option Plan.

(a) The 2020 Share Award Scheme:

Movements in the number of restricted shares granted to employees during the six months ended December 31, 2021 are as follows:

Weighted-

average

Weighted-

grant date

average

fair value

Number of

exercise price

US$ per

restricted

US$ per restricted

restricted

    

shares

    

share

    

share

Outstanding as of July 1, 2021

 

5,755,788

0.036

 

7.67

Vested during the period

 

(2,114,000)

0.036

 

7.67

Forfeited during the period

 

(1,001,056)

0.036

 

7.67

Outstanding as of December 31, 2021

 

2,640,732

0.036

 

7.67

Total compensation expense calculated based on the grant date fair value and the estimated forfeiture rate recognized in the consolidated statements of profit or loss for these share-based awards granted to the Group’s employees were RMB149,603,000 and RMB3,099,000 for the six months ended December 31, 2020 and 2021, respectively.

F-32


(b) The 2020 Option Plan

The option activities during the six months ended December 31, 2021 are summarized as follows:

    

    

    

Weighted-

Weighted-

average

Number of

average

grant date

    

options

    

exercise price

    

fair value

 

US$ per share

 

US$ per share

Outstanding at July 1, 2021

 

12,400,836

 

0.036

 

3.71

Granted

Exercised

 

(487,944)

 

0.036

 

4.03

Forfeited

 

(695,000)

 

0.036

 

4.20

Outstanding at December 31, 2021

 

11,217,892

 

0.036

 

3.67

Exercisable at December 31, 2021

 

1,465,092

 

0.036

 

3.78

Non-vested at December 31, 2021

 

9,752,800

 

0.036

 

3.65

Total compensation expense calculated based on the grant date fair value and the estimated forfeiture rate recognized in the consolidated statements of profit or loss for the above options granted to the Group’s employees were RMB66,774,000 and RMB47,301,000 for the six months ended December 31, 2020 and 2021, respectively.

30 Acquisition of a subsidiary

Acquisition of assets and liabilities through acquisition of a subsidiary

As disclosed in Note 17, the Company previously held 20% equity interest in YGF Investment and such investment was accounted for using equity method. On October 27, 2021, the Company acquired the remaining 80% equity interest in YGF Investment from YGF MC Limited at a total consideration of RMB694,479,000. As of December 31, 2021, the consideration has been fully settled. Upon completion of the acquisition, YGF Investment has become a wholly-owned subsidiary of the Group.

The major assets of YGF Investment comprised the land use right of and prepayments for the construction project of a new headquarter building. Substantive process did not commence as at the date of acquisition. The directors of the Company determined that the transaction constituted an acquisition of assets and liabilities through acquisition of a subsidiary as opposed to a business acquisition. As such transaction is a step acquisition, the previous 20% equity interest was included as part of the cost of the acquisition and was not remeasured at the date of acquisition.

The following summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition:

    

RMB’000

Property, plant and equipment

 

10,290

Right-of-use assets

 

1,781,595

Prepayments for construction project relating to headquarter building

 

200,000

Trade and other receivables

 

58

Cash and cash equivalents

 

10,996

Trade and other payables

 

(964,558)

Total identifiable net assets acquired

 

1,038,381

Total consideration transferred:

    

RMB’000

Cash

 

694,479

Add: carrying amount of the Group’s previously held equity interest in YGF Investment at the date of acquisition

 

343,902

 

1,038,381

F-33


Analysis of net cash outflow of cash and cash equivalents in respect of the acquisition of YGF Investment:

    

RMB’000

Cash considerations paid

 

694,479

Less: cash and cash equivalents acquired

 

(10,996)

Net cash outflow

 

683,483

The value of identifiable net assets acquired was determined by the directors of the Company with reference to the valuation carried out by an independent valuer, Jones Lang LaSalle. The fair value of net assets acquired at the date of acquisition was not materially different from its carrying amount.

31 Financial risk management and fair values

Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described below.

(a) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s credit risk is primarily attributable to trade and other receivables. The Group’s exposure to credit risk arising from cash and cash equivalents and restricted cash is limited because the counterparties are banks and financial institutions with high-credit-quality, for which the Group considers having low credit risk.

Trade receivables

The Group’s trade receivables mainly derive from sales of goods to distributors. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer rather than the industry or country in which the customers operate and therefore significant concentrations of credit risk primarily arise when the Group has significant exposure to individual customers. At June 30, 2021 and December 31, 2021, 39% and 43% of the total trade receivables were due from the Group’s five largest debtors, respectively.

Individual credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the customer’s history of making payments when due and current ability to pay and take into account information specific to the customer as well as pertaining to the economic environment in which the customer operates. Trade receivables are due within 30 to 180 days from the date of billing. Debtors with balances that are more than 6 months past due are requested to settle all outstanding balances before any further credit is granted. Normally, the Group does not obtain collateral from customers.

The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss patterns for different customer segments, the loss allowance based on past due status is not further distinguished between the Group’s different customer bases.

F-34


The following table provides information about the Group’s exposure to credit risk and ECLs for trade receivables:

As at June 30, 2021

Expected

Gross carrying

Loss

loss rate

amount

allowance

    

%

    

RMB’000

    

RMB’000

Current (not past due)

 

2

%  

236,210

 

(4,827)

Less than 90 days past due

 

5

%  

38,141

 

(1,907)

91 - 270 days past due

 

12

%  

27,838

 

(3,341)

271 - 450 days past due

 

26

%  

25,055

 

(6,514)

451 - 810 days past due

 

58

%  

10,347

 

(6,001)

More than 810 days past due

 

100

%  

19,205

 

(19,205)

 

356,796

 

(41,795)

Additional loss allowance due to specific consideration on certain distributors

 

18,032

 

(18,032)

 

374,828

 

(59,827)

As at December 31, 2021

Expected

Gross carrying

Loss

loss rate

amount

allowance

    

%

    

RMB’000

    

RMB’000

Current (not past due)

 

2

%

259,415

 

(5,364)

Less than 90 days past due

 

5

%

63,036

 

(3,196)

91 - 270 days past due

 

14

%

38,366

 

(5,195)

271 - 450 days past due

 

30

%

13,059

 

(3,896)

451 - 810 days past due

 

86

%

17,058

 

(14,603)

More than 810 days past due

 

100

%

18,281

 

(18,281)

 

409,215

 

(50,535)

Additional loss allowance due to specific consideration on certain distributors

 

26,529

 

(26,529)

 

435,744

 

(77,064)

Loss allowances of RMB26,529,000 for trade receivables from certain overseas distributors were made during the six months ended December 31, 2021 due to deterioration of financial status of these distributors.

Expected loss rates are based on actual loss experience over the past 3 years. These rates are adjusted to reflect differences between economic conditions during the period over which the historic data has been collected, current conditions and the Group’s view of economic conditions over the expected lives of the receivables.

Movement in the loss allowance account in respect of trade receivables during the reporting periods presented is as follows:

    

RMB’000

Balance at July 1, 2021

 

(59,827)

Credit loss recognized during the period

 

(16,463)

Exchange adjustment

 

(774)

Balance at December 31, 2021

 

(77,064)

The following significant changes in the gross carrying amounts of trade receivables, higher expected loss rate and changes in additional loss allowance due to specific consideration on certain distributors contributed to the increase in the loss allowance during the six months ended December 31, 2021:

Increase in trade receivables past due but less than 270 days resulted in an increase in loss allowance of RMB3,680,000.
Higher expected loss rate for trade receivables past due 451 - 810 days.

F-35


Increase in additional loss allowance of RMB8,497,000 for trade receivables due from certain overseas distributors due to deterioration of their financial condition.

The Group does not provide any guarantees which would expose the Group to credit risk.

Other receivables

In determining the ECL for remaining other receivables, the management of the Group has taken into account the historical default experience and forward-looking information, as appropriate. The management of the Group has assessed that other receivables have not had a significant increase in credit risk since initial recognition and risk of default is insignificant, and therefore, no credit loss allowance of other receivables is considered necessary by management as of June 30, 2021 and December 31, 2021.

(b) Liquidity risk

As at June 30, 2021 and December 31, 2021, the Group’s net current assets amounted to RMB5,716,232,000 and RMB4,014,560,000, respectively. Individual operating entities within the Group are responsible for their own cash management, including the short-term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to approval by the board when the borrowings exceed certain predetermined levels of authority. The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash, readily realizable marketable securities and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term.

The Group relies on the cash generated from operating activities as the main source of liquidity. For the six months ended December 31, 2020 and 2021, the Group had net cash generated from operating activities of approximately RMB806,422,000 and RMB731,741,000, respectively. In addition, the management of the Group monitors the utilization of borrowings and ensures compliance with borrowing covenants, if any.

The following tables show the remaining contractual maturities at the end of the periods presented of the Group’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contracted rates or, if floating, based on rates current at the end of the period presented) and the earliest date the Group can be required to pay.

More than

More than

Within 1

1year but

2 years but

Carrying

year or on

less than

less than

More than

amount at

demand

2 years

5 years

5 years

Total

June 30, 2021

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Trade and other payables

 

2,809,182

 

 

 

 

2,809,182

 

2,809,182

Loans and borrowings

 

13,944

 

641

 

1,880

 

5,770

 

22,235

 

20,594

Lease liabilities

 

342,211

 

217,229

 

277,726

 

54,848

 

892,014

 

804,412

Total

 

3,165,337

 

217,870

 

279,606

 

60,618

 

3,723,431

 

3,634,188

More than

More than

Within 1

1 year but

2 years but

Carrying

year or on

less than

less than

More than

amount at

demand

2 years

5 years

5 years

Total

December 31, 2021

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Trade and other payables

 

3,189,086

 

 

 

 

3,189,086

 

3,189,086

Loans and borrowings

 

5,384

 

191

 

1,847

 

5,572

 

12,994

 

11,551

Lease liabilities

 

282,543

 

184,583

 

232,372

 

50,058

 

749,556

 

679,729

Total

 

3,477,013

 

184,774

 

234,219

 

55,630

 

3,951,636

 

3,880,366

(c) Interest rate risk

Interest-bearing financial instruments at variable rates and at fixed rates expose the Group to cash flow interest rate risk and fair value interest risk, respectively. The Group determines the appropriate weightings of the fixed and floating rate interest-bearing

F-36


instruments based on the current market conditions and performs regular reviews and monitoring to achieve an appropriate mix of fixed and floating rate exposure. The Group does not enter into financial derivatives to hedge interest rate risk.

(i) Interest rate profile

The following table details the interest rate profile of the Group’s loans and borrowings and cash and cash equivalents at the end of the reporting periods presented:

As at June 30, 2021

As at December 31, 2021

Effective

Effective

interest rate

interest rate

    

%

    

RMB’000

    

%

    

RMB’000

Fixed rate instruments:

 

  

 

  

 

  

 

  

Cash equivalents (Note 21)

 

 

 

  

 

Cash at bank (Note 21)

 

2

%  

201,488

 

2%~5

%  

732,606

Loans and borrowings (Note 24)

 

0%~9

%  

(20,594)

 

0%~9

%  

(11,551)

 

 

180,894

721,055

Variable rate instruments:

 

  

 

  

 

  

 

  

Cash at bank (Note 21)

 

0%~3

%  

6,569,616

 

0%~3

%  

4,418,170

 

 

6,569,616

4,418,170

(ii) Sensitivity analysis

At December 31, 2021, it is estimated that a general increase/decrease of 100 basis points in interest rates, with all other variable held constant, would have decreased/increased the Group’s loss for the period and accumulated losses by approximately RMB41,136,000.

(d) Currency risk

The Group is exposed to currency risk primarily through sales and purchases which give rise to receivables, payables and cash balances that are denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the transactions relate. The currencies giving rise to this risk are primarily United States dollars, Euros and Hong Kong Dollars. The Group manages this risk as follows:

(i) Exposure to currency risk

The following table details the Group’s exposure at the end of the reporting periods to currency risk arising from recognized assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate. For presentation purposes, the amounts of the exposure are shown in Renminbi, translated using the spot rate at the period-end date. Differences resulting from the translation of the financial statements of foreign operations into the Group’s presentation currency are excluded.

Exposure to foreign currencies

(Expressed in thousands of Renminbi)

As at June 30, 2021

United States

Hong Kong

Dollars

Euros

Dollars

Renminbi

Others

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Trade and other receivables

 

20,423

 

 

 

 

1,818

Cash and cash equivalents

 

402,563

 

19,927

 

2,728

 

601,491

 

1,306

Trade and other payables

 

(24,760)

 

(4,526)

 

(23,968)

 

 

(17)

Loans and borrowings

 

(6,613)

 

 

 

 

Net exposure arising from recognized assets and liabilities

 

391,613

 

15,401

 

(21,240)

 

601,491

 

3,107

F-37


Exposure to foreign currencies

(Expressed in thousands of Renminbi)

As at December 31, 2021

United States

Hong Kong

Dollars

Euros

Dollars

Renminbi

Others

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Trade and other receivables

 

15,546

 

1,495

 

 

 

24

Cash and cash equivalents

 

659,418

 

47,245

 

4,668

 

403,114

 

782

Trade and other payables

 

(48,512)

 

(6,026)

 

(15,592)

 

 

Loans and borrowings

 

(6,496)

 

 

 

 

Net exposure arising from recognized assets and liabilities

 

619,956

 

42,714

 

(10,924)

 

403,114

 

806

(ii) Sensitivity analysis

The following table indicates the instantaneous change in the Group’s (loss)/profit after tax (and accumulated loss) that would arise if foreign exchange rates to which the Group has significant exposure at the end of the reporting period had changed at that date, assuming all other risk variables remained constant.

As at December 31, 2021

Effect on

Increase/

profit for the

(decrease) in

period and

foreign

accumulated

exchange rates

losses 

    

%

    

RMB’000

United States Dollars

 

1

%

5,233

 

(1)

%

(5,233)

Euros

 

1

%

519

 

(1)

%

(519)

Hong Kong Dollars

 

1

%

(91)

 

(1)

%

91

Renminbi

 

1

%

4,030

 

(1)

%

(4,030)

Others

 

1

%

7

 

(1)

%

(7)

Results of the analysis as presented in the above table represent an aggregation of the instantaneous effects on each of the Group entities’ profit after tax and equity measured in the respective functional currencies, translated into Renminbi at the exchange rate ruling at the end of the reporting periods for presentation purposes.

The sensitivity analysis assumes that the change in foreign exchange rates had been applied to re-measure those financial instruments held by the Group which expose the Group to foreign currency risk at the end of each reporting period, including inter-company payables and receivables within the Group which are denominated in a currency other than the functional currencies of the lender or the borrower. The analysis excludes differences that would result from the translation of the financial statements of foreign operations into the Group’s presentation currency.

(e) Fair value measurement

(i) Financial assets and liabilities measured at fair value

Fair value hierarchy

The following table presents the fair value of the Group’s financial instruments measured at the end of the period presented on a recurring basis, categorized into the three-level fair value hierarchy as defined in IFRS 13, Fair value measurement.

F-38


The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows:

Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available.
Level 3 valuations: Fair value measured using significant unobservable inputs.

The following table presents the Group’s financial assets that are measured at fair value at the end of each reporting date:

Fair value at

Fair value measurements as at

June 30,

June 30, 2021 categorized into

2021

Level 1

Level 2

Level 3

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Recurring fair value measurement

 

  

 

  

 

  

 

  

Assets:

 

  

 

  

 

  

 

  

—Other investments

 

102,968

 

 

102,968

 

Fair value at

Fair value measurements as at

December 31,

December 31, 2021 categorized into

2021

Level 1

Level 2

Level 3

    

RMB’000

    

RMB’000

    

RMB’000

    

RMB’000

Recurring fair value measurement

 

  

 

  

 

  

 

  

Assets:

 

  

 

  

 

  

 

  

—Other investments

 

208,289

 

 

208,289

 

During the six months ended December 31, 2021, there were no transfers between Level 1 and Level 2, or transfer into or out of Level 3. The Group’s policy is to recognize transfers between levels of fair value hierarchy as at the end of reporting period in which they occur.

The gains arising from the remeasurement of fair value of other investments are included in other net income in the consolidated statements of profit or loss.

(ii) Fair values of financial assets and liabilities carried at other than fair value

The carrying amounts of the Group’s financial instruments carried at amortized cost are not materially different from their fair values as at June 30, 2021 and December 31, 2021 because of the short-term maturities of these financial instruments.

32 Commitments

(a)Capital commitments outstanding as at period end not provided for in the financial statements were as follows:

As at

As at

June 30,

December 31,

2021

2021

    

RMB’000

    

RMB’000

Contracted purchase of software

 

5,182

 

1,821

Contracted purchase of property

 

101,779

 

Contracted purchase of construction projects

 

 

852,834

Contracted purchase of property improvements

 

21,679

 

Contacted for

 

128,640

 

854,655

Authorized but not contracted for

 

 

15,713

F-39


Total

 

128,640

 

870,368

33 Contingencies

(a) The commitment of tax payments

On October 13, 2020, Mingyou Industrial Investment (Guangzhou) Limited (“Mingyou”), being a subsidiary of the Group’s equity-accounted investee prior to October 27, 2021 and a subsidiary of the Group since October 27, 2021, was set up to acquire the land use right of a parcel of land and to establish a new headquarters building for the Group in a district in Guangzhou, the PRC. In connection with the acquisition of the land use right and the construction of new headquarter building by Mingyou,on November 26, 2020, MINISO (Guangzhou) Co., Ltd. (“MINISO Guangzhou”) entered into a letter of intent (“the Letter”) with the local government of that district, whereby MINISO Guangzhou committed to the local government that the aggregate amount of tax levies paid by the subsidiaries of MINISO Guangzhou in that district and Mingyou would be no less than RMB965,000,000 for a five-year period starting from January 1, 2021. If the above entities fail to meet such commitment, MINISO Guangzhou will be liable to compensate the shortfall. On January 25, 2021, MINISO Guangzhou provided a performance guarantee of RMB160,000,000 issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2021, which was valid from April 1, 2021 to March 31, 2022.

The directors have assessed that, based on actual relevant taxes and surcharges paid and payable during the calendar year of 2021, the above entities have met the commitment for the calendar year of 2021 and therefore MINISO Guangzhou is not required to make such compensation to the local government under the above performance guarantee. No provision has therefore been made in respect of this matter as of December 31, 2021.

(b) Lawsuit regarding employees’ compensation dispute

During the year ended June 30, 2020, certain former employees (“Plaintiffs”) of our oversea subsidiaries in the U.S. filed a complaint regarding employees’ compensation dispute. In response to this matter, the Group involved a representative attorney to process settlement discussions with the Plaintiffs.

As of December 31, 2021, the matter has been tentatively jointly settled and is subject to court approval. A provision amounting to USD1,250,000 (equivalent to RMB8,090,000) was made based on the expected settlement amount accordingly.

F-40


34 Material related party transactions

(a) Name and relationship with related parties

The table below set forth the major related parties and their relationships with the Group:

Name of related parties

    

Relationship with the Group

Mr. Ye Guofu

Controlling shareholder

MINI Investment Holding Limited

Under common control of the controlling shareholder

Shanghai Kerong Networks Limited

Significantly influenced by the controlling shareholder

Shenzhen Zhizhi Brand Incubation Limited (iii)

Significantly influenced by the controlling shareholder

Miniso Lifestyle Nigeria Limited (i)

Under common control of the controlling shareholder

MINISO Lifestyle Proprietary Limited (i)

Under common control of the controlling shareholder

Wow Color Beauty Guangdong Technology Limited

Under common control of the controlling shareholder

Nome Design (Guangzhou) Limited (i)

Under common control of the controlling shareholder

Haydon (Shanghai) Technology Co., Ltd.

Under common control of the controlling shareholder

199 Global Holding (Guangzhou) Limited

Under common control of the controlling shareholder

Mingyou (ii)

Under common control of the controlling shareholder

Guangzhou Chuyunju Catering Service Co., Ltd.

Under common control of the controlling shareholder

ACC Super Accessories Shenzhen Technology Limited

Significantly influenced by the controlling shareholder

Henhaohe Tea Guangdong limited

Under common control of the controlling shareholder

OasVision International Limited

Under common control of the controlling shareholder


Notes:

(i)MINISO Lifestyle Proprietary Limited, Miniso Lifestyle Nigeria Limited and Nome Design (Guangzhou) Limited were subsidiaries of the Group prior to January 2020. They were sold to companies ultimately owned by Mr. Ye Guofu during the period from December 2019 to February 2020 and have become related parties of the Group since then.
(ii)Mingyou is a subsidiary of YGF Investment, which was an equity accounted investee of the group prior to October 27, 2021. On October 27, 2021, the Group acquired the remaining 80% interest in YGF investment, YGF investment and Mingyou became wholly-owned subsidiaries of the Group since then. (see Note 17).
(iii)The controlling shareholder sold its equity interests in Shenzhen Zhizhi Brand Incubation Limited to a third party on September 25, 2021. Shenzhen Zhizhi Brand Incubation Limited was no longer a related party of the Group since then.

F-41


(b) Transactions with related parties

(i) Key management personnel compensation

Key management personnel compensation comprised the following:

    

For the six months ended December 31,

2020

2021

RMB’000

RMB’000

Short-term employee benefits

 

4,372

 

8,146

Equity-settled share-based payment expenses (Note 29)

 

39,727

 

 

44,099

 

8,146

(ii) Other transactions with related parties

    

For the six months ended December 31,

2020

2021

RMB’000

RMB’000

Proceeds from repayment from related parties

 

  

 

  

—MINI Investment Holding Limited

 

9,508

 

—Nome Design (Guangzhou) Limited

 

5,205

 

Sales of lifestyle products

 

  

 

  

—Miniso Lifestyle Nigeria Limited

 

5,312

 

—OasVision International Limited

 

 

7,471

Provision of information technology support and consulting services

 

  

 

  

—Haydon (Shanghai) technology Co., Ltd.

 

 

2,878

—Wow Color Beauty Guangdong Technology Limited

 

 

4,030

—ACC Super Accessories Shenzhen Technology Limited

 

 

2,725

—Henhaohe Tea Guangdong Limited

 

 

7,040

Purchase of lifestyle products

 

  

 

  

—Shanghai Kerong Networks Limited

 

21,284

 

8,331

—Shenzhen Zhizhi Brand Incubation Limited

 

16,129

 

4,407

—Wow Color Beauty Guangdong Technology Limited

 

 

399

—Nome Design (Guangzhou) Limited

 

581

 

—Haydon (Shanghai) technology Co., Ltd.

 

 

39

—199 Global Holding (Guangzhou) Limited

 

9

 

190

Provision of guarantee for a subsidiary of the equity-accounted investee

 

  

 

  

—Mingyou (i)

 

 

160,000

Purchase of catering services

 

  

 

  

—Guangzhou Chuyunju Catering Service Co., Ltd.

 

3,959

 

6,395


Notes:

(i)On January 25, 2021, MINISO Guangzhou provided a performance guarantee to a local government for the commitment of tax levies paid by the subsidiaries of MINISO Guangzhou in that district and Mingyou (see Note 33).

F-42


(c) Balances with related parties

As at June 30,

As at December 31,

2021

2021

 

RMB’000

 

RMB’000

Included in trade and other receivables from related parties:

Trade related:

 

  

 

  

— Henhaohe Tea Guangdong limited

 

795

 

2,348

—ACC Super Accessories Shenzhen Technology Limited

 

996

 

636

—OasVision International Limited

 

 

2,040

 

1,791

 

5,024

Included in trade and other payables to related parties:

 

  

 

  

Trade related:

 

  

 

  

—Shanghai Kerong Networks Limited

 

1,438

 

1,853

—Shenzhen Zhizhi Brand Incubation Limited

 

1,135

 

—Wow Color Beauty Guangdong Technology Limited

 

 

179

—Haydon (Shanghai) Technology Co., Ltd.

 

1,010

 

39

—199 Global Holding (Guangzhou) Limited

 

94

 

—Guangzhou Chuyunju Catering Service Co., Ltd.

 

3,813

 

9,906

 

7,490

 

11,977

35 Company level financial information

The following presents condensed parent company financial information of the Group.

(i) Condensed statement of profit or loss

For the six months ended

 

December 31,

 

2020

 

2021

 

RMB’000

 

RMB’000

Other income

 

1,257

 

3,056

General and administrative expenses

 

(495)

 

(8,023)

Other net income

 

33,639

 

12,246

Operating profit

 

34,401

 

7,279

Finance income

 

562

 

1,845

Finance costs

 

(2)

 

Net finance income

 

560

 

1,845

Fair value changes of redeemable shares with other preferential rights

 

(1,625,287)

 

Share of loss of an equity-accounted investee, net of tax

 

 

(8,162)

(Loss)/profit before taxation

 

(1,590,326)

 

962

Income tax expense

 

 

(Loss)/profit for the period

 

(1,590,326)

 

962

(ii) Condensed statement of profit or loss and other comprehensive income

    

For the six months ended

December 31,

2020

2021

RMB’000

RMB’000

(Loss)/profit for the period

 

(1,590,326)

 

962

Items that may be reclassified subsequently to profit or loss:

 

  

 

  

Exchange differences on translation of financial statements of the Company

 

(143,594)

 

(39,826)

Other comprehensive loss for the period

 

(143,594)

 

(39,826)

Total comprehensive loss for the period

 

(1,733,920)

 

(38,864)

F-43


(iii) Condensed statement of financial position

    

    

    As at June 30,

    

    As at December 31,

Note

2021

2021

RMB’000

RMB’000

ASSETS

 

  

 

  

 

  

Non-current assets

 

  

 

  

 

  

Interest in an equity-accounted investee

 

 

352,062

 

Investments in subsidiaries

 

 

  

 

  

—Cost-accounted investments in subsidiaries

 

 

*

2,034,450

—Amounts due from subsidiaries

 

 

3,887,724

 

2,349,220

 

 

4,239,786

 

4,383,670

Current assets

 

 

  

 

  

Other receivables

 

 

3,031

 

21,056

Cash and cash equivalents

 

 

925,638

 

402,937

 

 

928,669

 

423,993

Total assets

 

 

5,168,455

 

4,807,663

EQUITY

 

 

  

 

  

Share capital

 

28(a)

 

92

 

92

Additional paid-in capital

 

28(a)

 

8,289,160

 

7,982,522

Other reserves

 

 

(1,721,689)

 

(1,773,450)

Accumulated losses

 

 

(1,428,887)

 

(1,427,926)

Total equity

 

 

5,138,676

 

4,781,238

LIABILITIES

 

 

  

 

  

Non-current liabilities

 

 

  

 

  

Deferred income

 

 

20,005

 

16,729

 

 

20,005

16,729

Current liabilities

 

 

  

 

  

Other payables

 

 

3,714

 

3,715

Deferred income

 

 

6,060

 

5,980

 

 

9,774

9,695

Total liabilities

 

 

29,779

 

26,424

Total equity and liabilities

 

 

5,168,455

 

4,807,662


Note:

*

The amount was less than RMB1,000.

(iv) Condensed statement of cash flow

 

For the six months ended December 31,

 

2020

 

2021

 

RMB’000

 

RMB’000

Net cash from/(used in) operating activities

 

40,916

 

(13,005)

Net cash used in investing activities

 

(3,017,678)

 

(176,524)

Net cash from/(used in) financing activities

 

4,181,655

 

(331,615)

Net increase/(decrease) in cash and cash equivalents

 

1,204,893

 

(521,144)

Cash and cash equivalents at beginning of the period

 

153,889

 

925,638

Effect of movements in exchange rates on cash held

 

(10,970)

 

(1,557)

Cash and cash equivalents at end of the period

 

1,347,812

 

402,937

F-44


36 Subsequent events

Under the share repurchase program approved by the board of directors on December 21, 2021, the Company had repurchased 4,722,236 Class A ordinary shares at an average price of USD2.02 per share for a total consideration of USD9.55 million during the period from January 1, 2022 to June 20, 2022.

F-45