Exhibit 99.2
INDEX TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
F-1
Unaudited consolidated statement of profit or loss
(Expressed in thousands of Renminbi, except per share data)
For the three months ended | For the nine months ended | |||||||||
|
| March 31, |
| March 31, | ||||||
| Note |
| 2021 |
| 2022 |
| 2021 |
| 2022 | |
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |||
Revenue |
| 4 |
| |
| |
| |
| |
Cost of sales |
| 6 |
| ( |
| ( |
| ( |
| ( |
Gross profit |
|
|
| |
| |
| |
| |
Other income |
| 5 |
| |
| |
| |
| |
Selling and distribution expenses |
| 6 |
| ( |
| ( |
| ( |
| ( |
General and administrative expenses |
| 6 |
| ( |
| ( |
| ( |
| ( |
Other net income/(loss) |
| 7 |
| |
| |
| ( |
| |
Credit loss on trade and other receivables |
|
|
| ( |
| ( |
| ( |
| ( |
Impairment loss on non-current assets |
|
|
| — |
| ( |
| — |
| ( |
Operating profit |
|
|
| |
| |
| |
| |
Finance income |
|
|
| |
| |
| |
| |
Finance costs |
|
|
| ( |
| ( |
| ( |
| ( |
Net finance income |
| 8 |
| |
| |
| |
| |
Fair value changes of redeemable shares with other preferential rights |
|
|
| — |
| — |
| ( |
| — |
Share of loss of an equity-accounted investee, net of tax |
|
|
| ( |
| — |
| ( |
| ( |
Profit/(loss) before taxation |
|
|
| |
| |
| ( |
| |
Income tax expense |
| 9 |
| ( |
| ( |
| ( |
| ( |
Profit/(loss) for the period |
|
|
| |
| |
| ( |
| |
Attributable to: |
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the Company |
|
|
| |
| |
| ( |
| |
Non-controlling interests |
|
|
| ( |
| ( |
| ( |
| ( |
Profit/(loss) for the period |
|
|
| |
| |
| ( |
| |
Earnings/(loss) per share |
|
|
|
|
|
|
|
|
|
|
Basic earnings/(loss) per share (RMB) |
| 10 |
| |
| |
| ( |
| |
Diluted earnings/(loss) per share (RMB) |
| 10 |
| |
| |
| ( |
| |
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)
For the three months ended | For the nine months ended | |||||||||
|
| March 31, |
| March 31, | ||||||
| Note |
| 2021 |
| 2022 |
| 2021 |
| 2022 | |
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |||
Profit/(loss) for the period |
| |
| |
| ( |
| | ||
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of financial statements of foreign operations |
| 11 |
| |
| ( |
| ( |
| ( |
Other comprehensive income/(loss) for the period |
|
|
| |
| ( |
| ( |
| ( |
Total comprehensive income/(loss) for the period |
|
|
| |
| |
| ( |
| |
Attributable to: |
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the Company |
|
|
| |
| |
| ( |
| |
Non-controlling interests |
|
|
| ( |
| ( |
| ( |
| ( |
Total comprehensive income/(loss) for the period |
|
|
| |
| |
| ( |
| |
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)
|
| As at |
| As at | ||
June 30, | March 31, | |||||
Note | 2021 | 2022 | ||||
| RMB’000 |
| RMB’000 | |||
ASSETS |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment |
| 12 |
| |
| |
Right-of-use assets |
| 13 |
| |
| |
Intangible assets |
| 14 |
| |
| |
Goodwill |
|
|
| |
| |
Deferred tax assets |
|
|
| |
| |
Other receivables |
|
|
| — |
| |
Prepayments |
| 15 |
| |
| |
Interest in an equity-accounted investee |
| 28 |
| |
| — |
| |
| | |||
Current assets |
|
|
|
|
|
|
Other investments |
| 16 |
| |
| |
Inventories |
| 17 |
| |
| |
Trade and other receivables |
| 18 |
| |
| |
Cash and cash equivalents |
| 19 |
| |
| |
Restricted cash |
|
|
| |
| |
| |
| | |||
Total assets |
|
|
| |
| |
EQUITY |
|
|
|
|
|
|
Share capital |
| 22(a) |
| |
| |
Additional paid-in capital |
| 22(a) |
| |
| |
Other reserves |
|
|
| |
| |
Accumulated losses |
|
|
| ( |
| ( |
Equity attributable to equity shareholders of the Company |
|
|
| |
| |
Non-controlling interests |
|
|
| ( |
| ( |
Total equity |
|
|
| |
| |
F-4
|
| As at |
| As at | ||
June 30, | March 31, | |||||
Note | 2021 | 2022 | ||||
| RMB’000 |
| RMB’000 | |||
LIABILITIES |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Contract liabilities |
| 4 |
| |
| |
Loans and borrowings |
|
|
| |
| |
Lease liabilities |
| 20 |
| |
| |
Deferred income |
|
|
| |
| |
| |
| | |||
Current liabilities |
|
|
|
|
|
|
Loans and borrowings |
|
|
| |
| |
Trade and other payables |
| 21 |
| |
| |
Contract liabilities |
| 4 |
| |
| |
Lease liabilities |
| 20 |
| |
| |
Deferred income |
|
|
| |
| |
Current taxation |
|
|
| |
| |
| |
| | |||
Total liabilities |
|
|
| |
| |
Total equity and liabilities |
|
|
| |
| |
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- |
| |||||||||||||||||||||
Share | paid-in | Merger | Treasury | payments | 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, 2020 |
|
|
| |
| |
| |
| ( |
| |
| ( |
| |
| ( |
| ( |
| |
| ( | |
Changes in equity for the nine months ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Loss for the period |
|
|
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
| ( |
| ( | |
Other comprehensive loss for the period |
|
|
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| — |
| ( |
| ( |
| ( | |
Total comprehensive loss for the period |
|
|
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| ( |
| ( | |
Capital injection from shareholders |
|
|
| |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| | |
Consolidation of special purpose vehicles |
|
|
| — |
| |
| — |
| ( |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |
Issuance of ordinary shares relating to initial public offering and exercise of the over-allotment option, net of underwriting commissions and other issuance costs |
|
|
| |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| | |
Release of ordinary shares from share award scheme |
|
|
| |
| ( |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |
Conversion of Series A preferred shares into Class A ordinary shares |
|
|
| |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| | |
Equity settled share-based transactions |
| 23 |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| — |
| |
| — |
| | |
Acquisition of a subsidiary with non-controlling interests |
|
|
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |
Appropriation to statutory reserve |
|
|
| — |
| — |
| — |
| — |
| — |
| — |
| |
| ( |
| — |
| — |
| — | |
Balance at March 31, 2021 |
|
|
| |
| |
| |
| ( |
| |
| ( |
| |
| ( |
| |
| ( |
| |
F-6
Attributable to equity shareholders of the Company |
| |||||||||||||||||||||||
Additional | Share-based | PRC | Non- | |||||||||||||||||||||
Share | paid-in | Merger | Treasury | payments | 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 |
|
|
| |
| |
| |
| ( |
| |
| ( |
| |
| ( |
| |
| ( |
| |
Changes in equity for the nine months ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Profit/(loss) for the period |
|
|
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
| ( |
| |
Other comprehensive (loss)/income for the period |
|
|
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| — |
| ( |
| |
| ( |
Total comprehensive (loss)/income for the period |
|
|
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| |
| |
| ( |
| |
Dividend declared |
|
|
| — |
| ( |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
Exercise of options |
|
|
| — |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| |
Release of ordinary shares from share award scheme |
|
|
| — |
| ( |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Repurchase of shares |
| 22(b) |
| — |
| — |
| — |
| ( |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
Equity settled share-based transactions |
| 23 |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| — |
| |
| — |
| |
Appropriation to statutory reserve |
|
|
| — |
| — |
| — |
| — |
| — |
| — |
| |
| ( |
| — |
| — |
| — |
Balance at March 31, 2022 |
|
|
| |
| |
| |
| ( |
| |
| ( |
| |
| ( |
| |
| ( |
| |
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)
For the nine months ended | ||||||
March 31, | ||||||
Note | 2021 | 2022 | ||||
| RMB’000 |
| RMB’000 | |||
Cash flows from operating activities |
|
|
|
|
|
|
Cash generated from operations |
|
|
| |
| |
Income tax paid |
|
|
| ( |
| ( |
Net cash from operating activities |
|
|
| |
| |
Cash flows from investing activities |
|
|
|
|
|
|
Payments for purchases of property, plant and equipment and intangible assets |
|
|
| ( |
| ( |
Payment for acquisition of land use right |
|
|
| — |
| ( |
Proceeds from disposal of property, plant and equipment and intangible assets |
|
|
| |
| — |
Payments for purchases of other investments |
|
|
| ( |
| ( |
Proceeds from disposal of other investments |
|
|
| |
| |
Interest income |
|
|
| |
| |
Investment income from other investments |
|
|
| |
| |
Proceeds from repayment from related parties |
|
|
| |
| — |
Payments for investment in an equity accounted investee |
|
|
| ( |
| — |
Acquisition of a subsidiary, net of cash acquired |
|
|
| ( |
| ( |
Net cash used in investing activities |
|
|
| ( |
| ( |
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from subscription of restricted shares and exercise of options |
|
|
| |
| |
Proceeds from initial public offering and exercise of the over-allotment option, net of underwriting commissions and other issuance costs |
|
|
| |
| — |
Repayment of loans and borrowings |
|
|
| ( |
| ( |
Payment of capital element and interest element of lease liabilities |
|
|
| ( |
| ( |
Interest paid |
|
|
| ( |
| ( |
Dividends paid |
|
|
| — |
| ( |
Payments of repurchase of shares |
|
|
| — |
| ( |
Prepayment for repurchase of shares |
|
|
| — |
| ( |
Payments of listing expenses |
|
|
| — |
| ( |
Net cash from/(used in) financing activities |
|
|
| |
| ( |
Net increase/(decrease) in cash and cash equivalents |
|
|
| |
| ( |
Cash and cash equivalents at the beginning of the period |
|
|
| |
| |
Effect of movements in exchange rates on cash held |
|
|
| ( |
| ( |
Cash and cash equivalents at the end of the period |
| 19 |
| |
| |
The accompanying notes are an integral part of these condensed interim financial statements.
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 |
1.1 | General 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
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.
1.2 | Basis 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 accounting policies and the reported amounts of assets and liabilities, income and expense. 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
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 three months and nine months ended March 31, 2021 and 2022. 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 tax 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 three months ended March 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 |
| |
| |
| |
| |
| |
Inter-segment revenue |
| — |
| — |
| — |
| |
| |
Segment revenue |
| |
| |
| |
| |
| |
Segment profit/(loss) before taxation |
| |
| ( |
| |
| |
| |
Finance income |
| |
| |
| |
| |
| |
Finance costs |
| ( |
| ( |
| ( |
| — |
| ( |
Depreciation and amortization |
| ( |
| ( |
| ( |
| ( |
| ( |
Other material non-cash items: |
|
|
|
|
|
|
|
|
|
|
- credit loss on trade and other receivables |
| ( |
| ( |
| ( |
| ( |
| ( |
Segment assets |
| |
| |
| |
| |
| |
Segment liabilities |
| |
| |
| |
| |
| |
| As at and for the three months ended March 31, 2022 | |||||||||
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 |
| |
| |
| |
| |
| |
Inter-segment revenue |
| — |
| — |
| — |
| |
| |
Segment revenue |
| |
| |
| |
| |
| |
Segment profit before taxation |
| |
| |
| |
| |
| |
Finance income |
| |
| |
| |
| |
| |
Finance costs |
| ( |
| ( |
| ( |
| ( |
| ( |
Depreciation and amortization |
| ( |
| ( |
| ( |
| ( |
| ( |
Other material non-cash items: |
|
|
|
|
|
|
|
|
|
|
- credit loss on trade and other receivables |
| ( |
| ( |
| ( |
| ( |
| ( |
- impairment loss on non-current assets |
| ( |
| — |
| ( |
| — |
| ( |
Segment assets |
| |
| |
| |
| |
| |
Segment liabilities |
| |
| |
| |
| |
| |
F-10
| As at and for the nine months ended March 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 |
| |
| |
| |
| |
| |
Inter-segment revenue |
| — |
| — |
| — |
| |
| |
Segment revenue |
| |
| |
| |
| |
| |
Segment profit/(loss) before taxation |
| |
| ( |
| |
| |
| |
Finance income |
| |
| |
| |
| |
| |
Finance costs |
| ( |
| ( |
| ( |
| ( |
| ( |
Depreciation and amortization |
| ( |
| ( |
| ( |
| ( |
| ( |
Other material non-cash items: |
|
|
|
|
|
|
|
|
|
|
- credit loss on trade and other receivables |
| ( |
| ( |
| ( |
| ( |
| ( |
Segment assets |
| |
| |
| |
| |
| |
Segment liabilities |
| |
| |
| |
| |
| |
| As at and for the nine months ended March 31, 2022 | |||||||||
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 |
| |
| |
| |
| |
| |
Inter-segment revenue |
| — |
| — |
| — |
| |
| |
Segment revenue |
| |
| |
| |
| |
| |
Segment profit/(loss) before taxation |
| |
| ( |
| |
| |
| |
Finance income |
| |
| |
| |
| |
| |
Finance costs |
| ( |
| ( |
| ( |
| ( |
| ( |
Depreciation and amortization |
| ( |
| ( |
| ( |
| ( |
| ( |
Other material non-cash items: |
|
|
|
|
|
|
|
|
|
|
- credit loss on trade and other receivables |
| ( |
| ( |
| ( |
| ( |
| ( |
- impairment loss on non-current assets |
| ( |
| ( |
| ( |
| — |
| ( |
Segment assets |
| |
| |
| |
| |
| |
Segment liabilities |
| |
| |
| |
| |
| |
F-11
(ii) | Reconciliations of information on reportable segments to the amounts reported in the condensed interim financial statements |
| For the three months ended |
| For the nine months ended | |||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
i. Revenue | ||||||||
Total revenue for reportable segments |
| |
| |
| |
| |
Revenue for other segment |
| |
| |
| |
| |
Elimination of inter-segment revenue |
| ( |
| ( |
| ( |
| ( |
Consolidated revenue |
| |
| |
| |
| |
ii. Profit/(loss) before taxation |
|
|
|
|
|
| ||
Total profit before taxation for reportable segments |
| |
| |
| |
| |
Profit before taxation for other segment |
| |
| |
| |
| |
Unallocated amounts: |
|
|
|
|
|
|
|
|
– Fair value changes of redeemable shares with other preferential rights |
| — |
| — |
| ( |
| — |
- Share of loss of an equity-accounted investee, net of tax expense |
| ( |
| — |
| ( |
| ( |
- Expenses relating to construction of headquarter building and depreciation expense of apartments for use as staff quarters |
| — |
| ( |
| — |
| ( |
Consolidated profit/(loss) before taxation |
| |
| |
| ( |
| |
| As at |
| As at | |
June 30, | March 31, | |||
2021 | 2022 | |||
| RMB’000 |
| RMB’000 | |
iii. Assets | ||||
Total assets for reportable segments |
| |
| |
Assets for other segment |
| |
| |
Unallocated amounts |
|
|
|
|
- Interest in an equity-accounted investee |
| |
| — |
- Assets relating to construction of headquarter building |
| — |
| |
- Apartments for use as staff quarters |
| — |
| |
Consolidated total assets |
| |
| |
iv. Liabilities |
|
| ||
Total liabilities for reportable segments |
| |
| |
Liabilities for other segment |
| |
| |
Unallocated amounts |
|
|
|
|
- Liabilities relating to construction of headquarter building |
| — |
| |
Consolidated total liabilities |
| |
| |
v. Other material items
| For the three months ended March 31, 2021 | |||||||
Reportable | ||||||||
segment | Other | Unallocated | Consolidated | |||||
totals | segment | amounts | totals | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Finance income |
| |
| |
| — |
| |
Finance costs |
| ( |
| — |
| — |
| ( |
Depreciation and amortization |
| ( |
| ( |
| — |
| ( |
Credit loss on trade and other receivables |
| ( |
| ( |
| — |
| ( |
F-12
| For the three months ended March 31, 2022 | |||||||
Reportable | ||||||||
segment | Other | Unallocated | Consolidated | |||||
totals | segment | amounts | totals | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Finance income |
| |
| |
| |
| |
Finance costs |
| ( |
| ( |
| — |
| ( |
Depreciation and amortization |
| ( |
| ( |
| ( |
| ( |
Credit loss on trade and other receivables |
| ( |
| ( |
| — |
| ( |
Impairment loss on non-current assets |
| ( |
| — |
| — |
| ( |
| For the nine months ended March 31, 2021 | |||||||
Reportable | ||||||||
segment | Other | Unallocated | Consolidated | |||||
totals | segment | amounts | totals | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Finance income |
| |
| |
| — |
| |
Finance costs |
| ( |
| ( |
| — |
| ( |
Depreciation and amortization |
| ( |
| ( |
| — |
| ( |
Credit loss on trade and other receivables |
| ( |
| ( |
| — |
| ( |
| For the nine months ended March 31, 2022 | |||||||
Reportable | ||||||||
segment | Other | Unallocated | Consolidated | |||||
totals | segment | amounts | totals | |||||
RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||
Finance income |
| |
| |
| |
| |
Finance costs |
| ( |
| ( |
| — |
| ( |
Depreciation and amortization |
| ( |
| ( |
| ( |
| ( |
Credit loss on trade and other receivables |
| ( |
| ( |
| — |
| ( |
Impairment loss on non-current assets |
| ( |
| — |
| — |
| ( |
(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 three months ended |
| For the nine months ended | |||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
i. Revenue | ||||||||
the PRC (place of domicile) |
| |
| |
| |
| |
Other Asian countries excluding the PRC |
| |
| |
| |
| |
America |
| |
| |
| |
| |
Europe |
| |
| |
| |
| |
Others |
| |
| |
| |
| |
| |
| |
| |
| |
F-13
| As at |
| As at | |
June 30, | March 31, | |||
2021 | 2022 | |||
| RMB’000 |
| RMB’000 | |
ii. Non-current assets | ||||
the PRC (place of domicile) |
| |
| |
Other Asian countries excluding the PRC |
| |
| |
America |
| |
| |
Europe |
| |
| |
| |
| |
Non-current assets exclude deferred tax assets and non-current prepayments.
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 three months ended |
| For the nine months ended | |||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||
Major products/service lines |
|
|
|
|
|
|
|
|
- Sales of lifestyle and pop toy products |
|
|
|
|
|
|
|
|
- Retail sales in self-operated stores |
| |
| |
| |
| |
- Product sales to franchisees | |
| |
| |
| | |
- Sales to offline distributors | |
| |
| |
| | |
- Online sales | |
| |
| |
| | |
- Other sales channels | |
| |
| |
| | |
Sub-total | |
| |
| |
| | |
- License fees, sales-based royalties, and sales–based management and consultation service fees |
|
|
|
|
|
|
|
|
- License fees | |
| |
| |
| | |
- Sales-based royalties | |
| |
| |
| | |
- Sales-based management and consultation service fees | |
| |
| |
| | |
Sub-total | |
| |
| |
| | |
- Others* |
| |
| |
| |
| |
| |
| |
| |
| |
Note:
*Others mainly represented sales of fixtures to franchisees and distributors.
F-14
| For the three months ended |
| For the nine months ended | |||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Primary geographical markets |
|
|
|
|
|
|
|
|
- the PRC |
| |
| |
| |
| |
- Other Asian countries excluding the PRC |
| |
| |
| |
| |
- America |
| |
| |
| |
| |
- Europe |
| |
| |
| |
| |
- Others |
| |
| |
| |
| |
| |
| |
| |
| | |
Timing of revenue recognition |
|
|
|
|
|
|
|
|
- Products transferred at a point of time |
| |
| |
| |
| |
- Services transferred over time |
| |
| |
| |
| |
Revenue from contracts with customers |
| |
| |
| |
| |
(ii) | Contract balances |
The following table provides information about receivables and contract liabilities from contracts with customers.
|
| As at |
| As at | ||
June 30, | March 31, | |||||
Note | 2021 | 2022 | ||||
|
| RMB’000 |
| RMB’000 | ||
Receivables, which are included in ‘trade and other receivables’ |
| 18 |
| |
| |
Contract liabilities |
|
|
|
|
|
|
- Current portion |
|
|
| ( |
| ( |
- Non-current portion |
|
|
| ( |
| ( |
Total contract liabilities |
|
|
| ( |
| ( |
| As at |
| As at | |
June 30, | March 31, | |||
2021 | 2022 | |||
| RMB’000 |
| RMB’000 | |
Contract liabilities are analyzed as follows: |
|
|
|
|
- Advance payments received from customers for purchase of goods |
| |
| |
- Deferred revenue related to license fees |
| |
| |
- Deferred revenue related to membership fees |
| — |
| |
Total contract liabilities |
| |
| |
The Group requests
Unamortized portion of upfront license fees and membership fees received was recognized as contract liability.
F-15
Movements in contract liabilities are as follows:
| Contract | |
liabilities | ||
| RMB’000 | |
Balance at July 1, 2021 |
| |
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 |
| ( |
Increase in contract liabilities as a result of receiving advance payment for purchase of goods |
| |
Increase in contract liabilities as a result of receiving payment of license fees |
| |
Increase in contract liabilities as a result of receiving payment of membership fees |
| |
Balance at March 31, 2022 |
| |
As of March 31, 2022, license fees and membership fees expected to be recognized as revenue after
(iii) | Seasonality of operations and COVID-19 impact |
The Group’s business is subject to seasonal fluctuation, typically with relatively stronger performance in the quarters ended September 30 and December 31, which were mainly due to the higher retail demand in holiday seasons. As a result, the Group typically reports lower revenues for the quarter ended March 31 than the quarters ended September 30 and December 31.
During the nine months ended March 31, 2022, as the COVID-19 situation continues to evolve globally and new variants have emerged, the Group’s overseas self-operated stores, franchised stores and sales to overseas distributors continued to be adversely affected by temporary store closures, reduced opening hours and/or reduced consumer traffic. The outbreak of the Delta and Omicron variants of COVID-19 in the PRC has also caused disruptions to the operation of the Group’s logistics and transportation service providers, which has also negatively impacted the Group’s product shipment and delivery to overseas market.
In addition, the outbreak of the Omicron variants of COVID-19 in several provinces in the PRC during the three months ended March 31, 2022 caused temporary store closures and suspension of online sales in these areas, as a result of governmental restriction measures. Accordingly, the Group recorded lower revenues in these impacted provinces during the three months ended March 31, 2022.
5 | Other income |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Tax refund |
| — |
| — |
| |
| |
Government grants (Note (i)) |
| |
| |
| |
| |
Income from depositary bank (Note (ii)) |
| |
| |
| |
| |
| |
| |
| |
| |
Notes:
(i) | Government grants mainly represented unconditional cash awards granted by the local authorities in the PRC. |
(ii) | The Company received an initial payment of USD |
F-16
6 | Expenses by nature |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Cost of inventories (Note 17(a)) |
| |
| |
| |
| |
Payroll and employee benefits (Note (i)) |
| |
| |
| |
| |
Rental and related expenses |
| |
| |
| |
| |
Depreciation and amortization (Note (ii)) |
| |
| |
| |
| |
Licensing expenses |
| |
| |
| |
| |
Promotion and advertising expenses |
| |
| |
| |
| |
Logistics expenses |
| |
| |
| |
| |
Travelling expenses |
| |
| |
| |
| |
Listing expenses |
| — |
| |
| — |
| |
Other expenses |
| |
| |
| |
| |
Total cost of sales, selling and distribution and general and administrative expenses |
| |
| |
| |
| |
Notes:
(i) | Payroll and employee benefits are analyzed as follows: |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Salaries, wages and bonus |
| |
| |
| |
| |
Contributions to social security contribution plan |
| |
| |
| |
| |
Welfare expenses |
| |
| |
| |
| |
Equity-settled share-based payment expenses (Note 23) |
| |
| |
| |
| |
| |
| |
| |
| |
(ii) | Depreciation and amortization are analyzed as follows: |
| For the three months ended |
| For the nine months ended | |||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Property, plant and equipment (Note 12) |
| |
| |
| |
| |
Right-of-use assets (Note 13) |
| |
| |
| |
| |
Intangible assets (Note 14) |
| |
| |
| |
| |
| |
| |
| |
| |
F-17
7 | Other net income/(loss) |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Net foreign exchange loss |
| ( |
| ( |
| ( |
| ( |
Losses on disposal of property, plants and equipment and intangible assets |
| ( |
| ( |
| ( |
| ( |
Investment income from other investments |
| |
| |
| |
| |
Scrap income |
| |
| |
| |
| |
Net change in fair value of other investments |
| |
| ( |
| |
| |
Losses on surrender of leases |
| — |
| ( |
| — |
| ( |
Others |
| ( |
| ( |
| ( |
| |
| |
| |
| ( |
| |
8 | Net finance income |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Finance income |
|
|
|
|
|
|
|
|
- Interest income |
| |
| |
| |
| |
Finance costs |
|
|
|
|
|
|
|
|
- Interest on loans and borrowings |
| ( |
| ( |
| ( |
| ( |
- Interest on lease liabilities |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |
Net finance income |
| |
| |
| |
| |
F-18
9 | Income taxes |
(a) | Taxation recognized in consolidated statement of profit or loss: |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Current tax |
|
|
|
|
|
|
|
|
Provision for the period |
| |
| |
| |
| |
Deferred tax |
|
|
|
|
|
|
|
|
Origination and reversal of temporary differences |
| |
| ( |
| |
| |
Income tax expense |
| |
| |
| |
| |
(b) | Reconciliation between tax expense and accounting profit at applicable tax rates: |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
2021 | 2022 | 2021 | 2022 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Profit/(loss) before taxation |
| |
| |
| ( |
| |
Notional tax on profit before taxation, calculated at the rates applicable to profits in the jurisdictions concerned |
| |
| |
| |
| |
Tax effect of share-based compensation expenses and employee compensation expenses (Note 6(i)) |
| |
| |
| |
| |
Tax effect of other non-deductible expenses |
| |
| |
| |
| |
Effect of preferential tax treatments on assessable profits of a subsidiary |
| ( |
| ( |
| ( |
| ( |
Tax effect of exempted and non-taxable interest income |
| ( |
| ( |
| ( |
| ( |
Tax effect of unused tax losses not recognized |
| |
| |
| |
| |
Effect of deductible temporary differences not recognized/(utilized) |
| ( |
| |
| ( |
| |
Actual tax expenses |
| |
| |
| |
| |
10 | Earnings/(loss) per share |
(a) | Basic earnings/(loss) per share |
The calculation of basic earnings/(loss) per share has been based on the following profit/(loss) attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding.
(i) | Profit/(loss) attributable to ordinary shareholders (basic): |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
| 2021 | 2022 |
| 2021 | 2022 | |||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Profit/(loss) attributable to the equity shareholders of the Company |
| |
| |
| ( |
| |
Less: Allocation of undistributed earnings to holders of unvested restricted shares |
| ( |
| ( |
| |
| ( |
Profit/(loss) used to determine basic earnings/(loss) per share |
| |
| |
| ( |
| |
F-19
(ii) | Weighted-average number of ordinary shares (basic): |
The respective weighted average number of ordinary shares of
For the three months ended | ||||
| March 31, | |||
| 2021 |
| 2022 | |
| RMB’000 |
| RMB’000 | |
Issued ordinary share at January 1 |
| |
| |
Effect of shares released from share award scheme and option plan (Note 23) |
| — |
| |
Effect of repurchase of shares (Note 22(b)) |
| — |
| ( |
Weighted average number of ordinary shares |
| |
| |
For the nine months ended | ||||
March 31, | ||||
2021 | 2022 | |||
| RMB’000 |
| RMB’000 | |
Issued ordinary share at July 1, 2020 and 2021 |
| |
| |
Effect of shares issued upon IPO and exercise of the over-allotment option |
| |
| — |
Effect of shares converted from Series A preferred shares |
| |
| — |
Effect of shares released from share award scheme and option plan (Note 23) |
| — |
| |
Effect of repurchase of shares (Note 22(b)) |
| — |
| ( |
Weighted average number of ordinary shares |
| |
| |
(b) | Diluted earnings/(loss) per share |
Diluted earnings/(loss) per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
During the three months ended March 31, 2021 and 2022 and the nine months ended March 31, 2022, the calculation of diluted earnings per share was based on the profit attributable to equity shareholders of the Company of RMB
| For the nine | |||||
For the three months ended | months ended | |||||
March 31, | March 31, | |||||
| 2021 |
| 2022 |
| 2022 | |
Number of | Number of | Number of | ||||
shares | shares | shares | ||||
Weighted average number of ordinary shares, basic |
| |
| |
| |
Dilutive effect of share award scheme and option plan (Note 23) |
| |
| |
| |
Weighted average number of ordinary shares, diluted |
| |
| |
| |
There was no difference between basic and diluted loss per share during the nine months ended March 31, 2021 as the effect of the restricted shares granted to employees and share options granted to employees would be anti-dilutive.
F-20
11 | Other comprehensive income/(loss) |
Amounts recognized in consolidated other comprehensive income / (loss)
For the three months ended March 31, 2021 | ||||||
Tax | ||||||
Before-tax | (expense) / | Net-of-tax | ||||
amount | benefit | amount | ||||
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Exchange differences on translation of financial statements of overseas subsidiaries | | — | | |||
Other comprehensive income |
| |
| — |
| |
For the three months ended March 31, 2022 | ||||||
Tax | ||||||
Before-tax | (expense) / | Net-of-tax | ||||
amount | benefit | amount | ||||
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Exchange differences on translation of financial statements of overseas subsidiaries |
| ( |
| — |
| ( |
Other comprehensive loss |
| ( |
| — |
| ( |
For the nine months ended March 31, 2021 | ||||||
Tax | ||||||
Before-tax | (expense) / | Net-of-tax | ||||
amount | benefit | amount | ||||
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Exchange differences on translation of financial statements of overseas subsidiaries |
| ( |
| — |
| ( |
Other comprehensive loss |
| ( |
| — |
| ( |
For the nine months ended March 31, 2022 | ||||||
Tax | ||||||
Before-tax | (expense) / | Net-of-tax | ||||
amount | benefit | amount | ||||
| RMB’000 |
| RMB’000 |
| RMB’000 | |
Exchange differences on translation of financial statements of overseas subsidiaries |
| ( |
| — |
| ( |
Other comprehensive loss |
| ( |
| — |
| ( |
F-21
12 | Property, plant and equipment |
|
|
|
| Store |
|
|
|
| ||||||||
Leasehold | Office | operating | Motor | Constructions | ||||||||||||
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 | |||||||||
Net book value at July 1, 2021 |
| — |
| |
| |
| |
| |
| — |
| — |
| |
Additions |
| |
| |
| |
| |
| |
| |
| |
| |
Acquisition of assets through acquisition of a subsidiary |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Disposals |
| — |
| ( |
| ( |
| ( |
| ( |
| ( |
| — |
| ( |
Depreciation |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| — |
| ( |
Impairment |
| — |
| ( |
| ( |
| ( |
| — |
| — |
| — |
| ( |
Exchange adjustment |
| — |
| ( |
| |
| ( |
| ( |
| — |
| — |
| ( |
Net book value at March 31, 2022 |
| |
| |
| |
| |
| |
| |
| |
| |
Apartments represent the apartments located in the PRC acquired from a third party. As of March 31, 2022, the property ownership certificates of certain apartments were still under processing.
During the nine months ended March 31, 2022, impairment losses recognized were mainly in respect of the leasehold improvements, office equipment and operating equipment of self-operated stores.
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:
Warehouse | Land use | |||||||
| Property |
| equipment |
| right |
| Total | |
RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||
Net book value at July 1, 2021 |
| |
| |
| — |
| |
Additions |
| |
| |
| |
| |
Acquisition of assets through acquisition of a subsidiary |
| — |
| — |
| |
| |
Derecognition |
| ( |
| — |
| — |
| ( |
Depreciation |
| ( |
| ( |
| ( |
| ( |
Exchange adjustments |
| ( |
| |
| — |
| ( |
Net book value at March 31, 2022 |
| |
| |
| |
| |
During the nine months ended March 31, 2022, the Group entered into new lease agreements for properties, mainly including offices space, warehouse storage and retail stores. The new leases of offices space typically run for a period of to
F-22
The Group acquired the land use right of a parcel of land located in the PRC in October 2021 through the acquisition of a subsidiary. The land use right certificate was obtained on May 9, 2022.
The analysis of expense items in relation to leases recognized in profit or loss is as follows:
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
| 2021 |
| 2022 |
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||
Depreciation charge of right-of-use assets by class of underlying asset: |
|
|
|
|
|
|
|
|
Property |
| |
| |
| |
| |
Warehouse equipment |
| |
| |
| |
| |
Land use right |
| — |
| |
| — |
| |
| |
| |
| |
| | |
Interest on lease liabilities (Note 8) |
| |
| |
| |
| |
Expense relating to short-term leases and other leases with remaining lease term ending on or before March 31 |
| |
| |
| |
| |
Variable lease payments not included in the measurement of lease liabilities |
| |
| |
| |
| |
COVID-19 rent concessions |
| — |
| — |
| ( |
| ( |
14 | Intangible assets |
During the nine months ended March 31, 2021 and 2022, the Group acquired software with costs of RMB
15 | Prepayments |
As at | As at | |||
June 30, | March 31, | |||
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | |||
Prepayment for construction of new headquarter building | — | |||
Prepayment for purchase of apartments |
| |
| — |
Others |
| |
| |
Total |
| |
| |
16 | Other investments |
As at | As at | |||
June 30, | March 31, | |||
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | |||
Financial assets measured at FVTPL |
|
| ||
- Investment in trust investment schemes |
| |
| |
| |
| |
F-23
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 RMB
In July 2021, the Group invested in another trust investment scheme (“Trust Scheme B”) established and managed by another trust company as the trustee with the principal of RMB
Information about the Group’s exposure to credit and market risks, and fair value measurement, is included in Note 24.
17 | Inventories |
As at | As at | |||
June 30, | March 31, | |||
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | |||
Finished goods | ||||
Low-value consumables |
| |
| |
| |
| |
(a) | The analysis of the amount of inventories recognized as an expense and included in profit or loss is as follows: |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
| 2021 |
| 2022 |
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||
Carrying amount of inventories sold |
| |
| |
| |
| |
Reversal of write-down of inventories |
| ( |
| ( |
| ( |
| ( |
Cost of inventories recognized in consolidated statement of profit or loss |
| |
| |
| |
| |
F-24
18 | Trade and other receivables |
| As at |
| As at | |
| June 30, | March 31, | ||
| 2021 |
| 2022 | |
| RMB’000 | RMB’000 | ||
Current | ||||
Trade receivables | | | ||
Less: loss allowance | ( | ( | ||
Trade receivables, net of loss allowance | | | ||
Amounts due from related parties | | | ||
Miscellaneous expenses paid on behalf of franchisees | | | ||
Value-added tax (“VAT”) recoverable | | | ||
Rental deposits | | | ||
Receivables due from online payment platforms and banks (Note (i)) | | | ||
Prepayments for inventories | | | ||
Prepayments for licensing expenses | | | ||
Prepayment for listing expenses | — | | ||
Others | | | ||
| |
Note:
(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. |
19 | Cash and cash equivalents |
Cash and cash equivalents comprise:
| As at |
| As at | |
June 30, | March 31, | |||
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | |||
Cash on hand |
| |
| |
Cash at bank |
| |
| |
Cash and cash equivalents as presented in the consolidated statement of financial position and in the consolidated statement of cash flows |
| |
| |
F-25
20 | 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 March 31, 2022 | |||||
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 |
| |
| |
| |
| |
After 1 year but within 2 years |
| |
| |
| |
| |
After 2 years but within 5 years |
| |
| |
| |
| |
After 5 years |
| |
| |
| |
| |
| |
| |
| |
| | |
| |
| |
| |
| | |
Less: total future interest expenses |
|
| ( |
|
| ( | ||
Present value of lease liabilities |
|
| |
|
|
| |
21 | Trade and other payables |
| As at |
| As at | |
June 30, | March 31, | |||
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | |||
Trade payable | ||||
Payroll payable |
| |
| |
Accrued expenses |
| |
| |
Other taxes payable |
| |
| |
Deposits |
| |
| |
Amount due to related parties |
| |
| |
Others |
| |
| |
| |
| |
22 | Capital and reserves |
(a) | Share capital and additional paid-in capital |
(i) | During the nine months ended March 31, 2022, |
(ii) | As of June 30, 2021 and March 31, 2022, 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 March 31, 2022, | ||||
| Number of shares |
| Share capital | |
RMB’000 | ||||
Class A ordinary shares |
| |
| |
Class B ordinary shares |
| |
| |
| |
| | |
F-26
(b) | Treasury shares |
As the Company has the power to govern the relevant activities of the
During the nine months ended March 31, 2021 and 2022, additional considerations of RMB
On December 21, 2021, the board of directors authorized a share repurchase program under which the Company may repurchase up to USD
During the period from December 21, 2021 to March 31, 2022, the Company repurchased Class A ordinary shares as follows:
| Number of |
| Highest |
| Lowest |
| ||
shares | price paid | price paid | Aggregate | |||||
Month | repurchased | per share | per share | price paid | ||||
USD | USD | USD’000 | ||||||
December 2021 |
| |
| |
| |
| |
January 2022 |
| |
| |
| |
| |
February 2022 |
| |
| |
| |
| |
March 2022 |
| |
| |
| |
| |
| | |||||||
Equivalent to RMB’000 |
|
|
|
|
|
| |
(c) | Dividends |
During the nine months ended March 31, 2021,
During the nine months ended March 31, 2022, dividends of US$
23 | 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 nine months ended March 31, 2022 are as follows:
| Number of |
| Weighted-average |
| Weighted-average | |
restricted | exercise price | grant date fair value | ||||
shares | US$per restricted share | US$per restricted share | ||||
Outstanding as of July 1, 2021 |
| |
| |
| |
Vested during the period |
| ( |
| |
| |
Forfeited during the period |
| ( |
| |
| |
Outstanding as of March 31, 2022 |
| |
| |
| |
F-27
Total compensation expense calculated based on the grant date fair value and the estimated forfeiture rate recognized in the consolidated statement of profit or loss for these share awards granted to the Group’s employees were RMB
(b) | The 2020 Option Plan |
The option activities during the nine months ended March 31, 2022 are summarized as follows:
|
| Weighted- |
| Weighted- | ||
average | average grant | |||||
Number of | exercise price | date fair value | ||||
options | US$per share | US$per share | ||||
Outstanding at July 1, 2021 |
| |
| |
| |
Exercised |
| ( |
| |
| |
Forfeited |
| ( |
| |
| |
Outstanding at March 31, 2022 |
| |
| |
| |
Exercisable at March 31, 2022 |
| |
| |
| |
Non-vested at March 31, 2022 |
| |
| |
| |
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 RMB
24 | Fair value measurement of financial instruments |
(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.
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 dates:
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 |
| |
| — |
| |
| — |
Fair value at | Fair value measurements as at | |||||||
March 31, | March 31, 2022 categorized into | |||||||
2022 | Level 1 | Level 2 | Level 3 | |||||
| RMB’000 |
| RMB’000 |
| RMB’000 |
| RMB’000 |
F-28
Recurring fair value measurement |
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
- Other investments |
| |
| — |
| |
| — |
During the nine months ended March 31, 2022, 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 the reporting period in which they occur.
Other investments in level 2 as at June 30, 2021 and March 31, 2022 represented investments in trust investment schemes. The fair value of these investments was determined by the Group with reference to the fair value quoted by the trust company, that established and managed the investments, using expected return rates currently available for instruments with similar terms, credit risk, remaining terms and other market data.
The gains arising from the remeasurement of fair value of other investments are included in other net income in the consolidated statement 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 March 31, 2022 because of the short-term maturities of these financial instruments.
25 | 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, | March 31, | |||
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | |||
Contracted purchase of software |
| |
| |
Contracted purchase of property |
| |
| — |
Contracted purchase of construction projects |
| — |
| |
Contracted purchase of property improvements |
| |
| — |
Contracted for |
| |
| |
Authorized but not contracted for |
| — |
| |
Total |
| |
| |
26 | 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 RMB
F-29
The above entities have met the commitment for the calendar year of 2021 and therefore MINISO Guangzhou is not required to make any compensation to the local government under the above performance guarantee. As of March 31, 2022, the performance guarantee has expired. Subsequently in April 2022, MINISO Guangzhou provided a performance guarantee of RMB
(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, a provision amounting to USD
As of March 31, 2022, the Plaintiffs have reached a settlement agreement with the Group for USD
(c) | Lawsuit relating to intellectual property (“IP”) dispute |
During the three months ended March 31, 2022, Ruimin Industry (Shanghai) Co., Ltd. initiated
27 | Material related party transactions |
During the three months and nine months ended March 31, 2021 and 2022, the Group had the following material related party transactions:
(i) | Key management personnel compensation |
Key management personnel compensation comprised the following:
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
| 2021 |
| 2022 |
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||
Short-term employee benefits |
| |
| |
| |
| |
Equity-settled share-based payment expenses |
| — |
| — |
| |
| — |
| |
| |
| |
| | |
F-30
(ii) | Other transactions with related parties |
For the three months ended | For the nine months ended | |||||||
March 31, | March 31, | |||||||
| 2021 |
| 2022 |
| 2021 |
| 2022 | |
RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||
Proceeds from repayment from related parties |
|
|
|
|
|
|
|
|
- MINI Investment Holding Limited |
| — |
| — |
| |
| — |
- Nome Design (Guangzhou) Limited |
| — |
| — |
| |
| — |
Sales of lifestyle products |
|
|
|
|
|
|
|
|
- Miniso Lifestyle Nigeria Limited |
| — |
| — |
| |
| — |
- OasVision International Limited |
| |
| |
| |
| |
Provision of information technology support and consulting services |
|
|
|
|
|
|
|
|
- Haydon (shanghai) Technology Co., Ltd |
| — |
| |
| — |
| |
- Wow Color Beauty Guangdong Technology Limited |
| |
| |
| |
| |
- ACC Super Accessories Shenzhen Technology Limited |
| — |
| — |
| — |
| |
- Henhaohe Tea Guangdong Limited |
| — |
| |
| — |
| |
Purchase of lifestyle products |
|
|
|
|
|
|
|
|
- Shanghai Kerong Networks Limited |
| |
| |
| |
| |
- Shenzhen Zhizhi Brand Incubation Limited |
| |
| — |
| |
| |
- Wow Color Beauty Guangdong Technology Limited |
| |
| |
| |
| |
- Nome Design (Guangzhou) Limited |
| — |
| |
| |
| |
- Haydon (shanghai) Technology Co., Ltd |
| — |
| — |
| — |
| |
- 199 Global Holding (Guangzhou) Limited |
| — |
| — |
| |
| |
Provision of guarantee for a subsidiary of the equity-accounted investee | ||||||||
- Mingyou |
| |
| — |
| |
| |
Purchase of catering services |
|
|
|
|
|
|
|
|
- Guangzhou Chuyunju Catering Service Co., Ltd. |
| |
| |
| |
| |
28 | Acquisition of a subsidiary |
Acquisition of assets and liabilities through acquisition of a subsidiary
The Company previously held
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
F-31
The following summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition:
| RMB '000 | |
Property, plant and equipment |
| |
Right-of-use assets |
| |
Prepayments for construction project relating to headquarter building |
| |
Trade and other receivables |
| |
Cash and cash equivalents |
| |
Trade and other payables |
| ( |
Total identifiable net assets acquired |
| |
Total consideration transferred:
| RMB'000 | |
Cash |
| |
Add: carrying amount of the Group’s previously held equity |
|
|
interest in YGF Investment at the date of acquisition |
| |
| |
Analysis of net cash outflow of cash and cash equivalents in respect of the acquisition of YGF Investment:
| RMB '000 | |
Cash considerations paid |
| |
Less: cash and cash equivalents acquired |
| ( |
Net cash outflow |
| |
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.
29 | Subsequent events |
Under the share repurchase program approved by the board of directors on December 21, 2021, the Company had repurchased
F-32