Exhibit 99.3
| THIS CIRCULAR
IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION |
If
you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker
or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If
you have sold or transferred all your shares in MINISO Group Holding Limited, you should at once hand this circular
and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and
The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this circular.
MINISO Group Holding Limited
名 創 優 品 集 團 控 股 有 限 公 司
(A company incorporated in the Cayman Islands
with limited liability)
(NYSE: MNSO; HKEX: 9896)
(1)
PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES;
(2)
PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES;
(3)
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
(4)
PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(5)
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting
of MINISO Group Holding Limited (the “Annual General Meeting”) to be held at 16F, Building A, M Plaza, No. 109,
Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province, the People’s Republic of China on Thursday, December 21, 2023
at 9:00 a.m. is set out on pages 16 to 21 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed
with this circular. Such form of proxy is also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company
(ir.miniso.com).
Holders of record of the Shares on the Company’s
register of members as of the close of business on the Share Record Date (Hong Kong time) are cordially invited to attend the Annual
General Meeting in person. Holders of the Company’s ADSs as of the close of business on the ADS Record Date (New York time) are
cordially invited to submit your voting instructions to The Bank of New York Mellon if ADSs are held directly by holders on the books
and records of The Bank of New York Mellon or to a holder’s bank, brokerage or other securities intermediary if ADSs are held by
any of them on behalf of holders. Whether or not you propose to attend and vote at the said meeting, please complete, sign, date, and
return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited
(for holders of the Shares) or your voting instructions to The Bank of New York Mellon if you hold your ADSs directly on the books and
records of The Bank of New York Mellon or to your bank, brokerage, or other securities intermediary if you hold your ADSs indirectly
through any of them, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish
to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 9:00 a.m. (Hong
Kong Time) on Tuesday, December 19, 2023 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure
your representation at the Annual General Meeting; and The Bank of New York Mellon must receive your voting instructions by no later
than 12:00 p.m. (New York Time) on Tuesday, December 12, 2023 to enable the votes attaching to the Shares represented by your
ADSs to be cast at the Annual General Meeting.
This circular is in English and Chinese. In
case of any inconsistency, the English version shall prevail.
October 19, 2023
Page
| DEFINITIONS |
1 |
| |
|
| LETTER FROM THE BOARD |
|
| |
1. |
Introduction |
5 |
| |
|
|
| |
2. |
Proposed Grant of General Mandate to Issue Shares |
5 |
| |
|
|
| |
3. |
Proposed Grant of General Mandate to Repurchase Shares |
6 |
| |
|
|
| |
4. |
Proposed Re-election of Retiring Directors |
6 |
| |
|
|
| |
5. |
Proposed Re-appointment of Auditor |
7 |
| |
|
|
| |
6. |
AGM Notice |
7 |
| |
|
|
| |
7. |
Form of Proxy |
7 |
| |
|
|
| |
8. |
Voting by Poll |
8 |
| |
|
|
| |
9. |
Responsibility Statement |
8 |
| |
|
|
| |
10. |
Recommendation |
9 |
| |
|
|
| |
11. |
Further Information |
9 |
| APPENDIX I | – |
DETAILS
OF DIRECTORS PROPOSED FOR RE-ELECTION |
10 |
| | |
|
|
| APPENDIX II | – |
EXPLANATORY STATEMENT ON THE REPURCHASE
MANDATE |
12 |
| NOTICE OF THE ANNUAL
GENERAL MEETING |
16 |
In this circular, unless the context otherwise
requires, the following expressions shall have the following meanings:
| “ADS(s)” |
American Depositary Share(s), each
of which represents four Shares |
| |
|
| “ADS Record Date” |
November 6, 2023 (New York time) |
| |
|
| “AGM Notice” |
the notice for convening the Annual General Meeting,
which is set out on pages 16 to 21 of this circular |
| |
|
| “Annual General Meeting” |
the annual general meeting
of the Company to be held at 16F, Building A, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province,
China on Thursday, December 21, 2023 at 9:00 a.m., or any adjournment thereof |
| |
|
| “Articles of Association” |
the articles of association of the Company as amended, supplemented
or otherwise modified from time to time |
| |
|
| “Board” |
the board of Directors |
| |
|
| “China” or “the PRC” |
the People’s Republic
of China, and for the purposes of this circular only, except where the context requires otherwise, references to China or the
PRC exclude Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan |
| |
|
| “close associate” |
has the meaning ascribed to it under the Listing Rules |
| |
|
| “Companies Act” |
the Companies Act (As Revised),
Chapter 22 of the Cayman Islands as amended, supplemented or otherwise modified from time to time |
| |
|
| “Company” |
MINISO Group Holding Limited,
an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its Shares listed on the main
board of the Hong Kong Stock Exchange |
| |
|
| “Compensation Committee” |
the Compensation Committee of the Company |
| |
|
| “controlling shareholder” |
has the meaning ascribed
to it under the Listing Rules |
| “core connected person” |
has the meaning ascribed to it under
the Listing Rules |
| |
|
| “Director(s)” |
the director(s) of the Company |
| |
|
| “Group” |
the Company and its subsidiaries |
| |
|
| “HK$” |
Hong Kong dollars, the lawful currency of Hong Kong |
| |
|
| “Hong Kong” |
the Hong Kong Special Administrative Region of the
People’s Republic of China |
| |
|
| “Hong Kong Stock Exchange” or “HKEX” |
The Stock Exchange of Hong Kong Limited |
| |
|
| “Latest Practicable Date” |
October 13, 2023,
being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained
in this circular |
| |
|
| “Listing Date” |
July 13, 2022, being the date on which dealings
in the Shares first commenced on the Hong Kong Stock Exchange |
| |
|
| “Listing Rules” |
the Rules Governing
the Listing of Securities on the Hong Kong Stock Exchange, as amended, supplemented, or otherwise modified from time to time |
| |
|
| “Nominating and Corporate Governance Committee” |
the Nominating and Corporate Governance Committee of
the Company |
| |
|
| “NYSE” |
the New York Stock Exchange |
| |
|
| “Repurchase Mandate” |
a general mandate proposed
to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of the issued
Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate |
| |
|
| “Sale Mandate” |
a general mandate proposed
to be granted to the Directors at the Annual General Meeting to allot, issue and/or otherwise deal with Shares not exceeding 20%
of the total number of issued Shares as at the date of passing of the relevant resolution granting the Sale Mandate |
| “SFO” |
the Securities
and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time |
| |
|
| “Share(s)” |
ordinary share(s) of nominal value of US$0.00001
each in the capital of the Company |
| |
|
| “Share Record Date” |
November 6, 2023 (Hong Kong time) |
| |
|
| “Shareholder(s)” |
the holder(s) of the Share(s) |
| |
|
| “substantial shareholder(s)” |
has the meaning ascribed to it under the Listing Rules |
| |
|
| “Takeovers Code” |
the Codes on Takeovers
and Mergers and Share Buy- backs, as amended, supplemented, or otherwise modified from time to time |
| |
|
| “US$” |
United States dollars, the lawful currency of the USA |
| |
|
| “USA” |
the United States of America,
its territories, its possessions and all areas subject to its jurisdiction |
| |
|
| “%” |
per cent |
MINISO Group Holding Limited
名 創 優 品 集 團 控 股 有 限 公 司
(A company incorporated in the Cayman Islands
with limited liability)
(Stock Code: 9896)
| Executive Director: |
Registered office: |
Mr. YE Guofu (葉國富)
(Chairman and Chief
Executive Officer) |
Maples Corporate Services Limited
PO Box 309, Ugland House |
| |
Grand Cayman, KY1-1104 |
| Independent non-executive Directors: |
Cayman Islands |
| Ms. XU Lili (徐黎黎) |
|
| Mr. ZHU Yonghua (朱擁華) |
Headquarters and principal place of business in
China: |
| Mr. WANG Yongping (王永平) |
8F, M Plaza |
|
No. 109, Pazhou Avenue |
| |
Haizhu District, Guangzhou 510000
Guangdong Province |
| |
China |
| |
|
| |
Principal place of business in Hong Kong: |
| |
31/F, Tower Two, Times Square
1 Matheson Street |
| |
Causeway Bay
Hong Kong |
October 19, 2023
To the Shareholders
Dear Sir or Madam,
(1)
PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES;
(2)
PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES;
(3)
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
(4)
PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(5)
NOTICE OF ANNUAL GENERAL MEETING
The purpose of this circular is to give you the
AGM Notice and the following proposals to be put forward at the Annual General Meeting:
| (a) | the
proposed grant of a general mandate to issue Shares; |
| (b) | the
proposed grant of a general mandate to repurchase Shares; |
| (c) | the
proposed re-election of the retiring Directors; and |
| (d) | the
proposed re-appointment of the auditor. |
| 2. | PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES |
Pursuant to the resolution
passed at the annual general meeting of the Company held on December 28, 2022, a general mandate was granted to the Directors to
allot, issue and deal with Shares. Such mandate, to the extent not utilised by the date of the Annual General Meeting, will lapse at
the conclusion of the Annual General Meeting.
In order to ensure flexibility
and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, an ordinary resolution
will be proposed at the Annual General Meeting to approve the granting of the Sale Mandate to the Directors to exercise the powers of
the Company to allot, issue and/or otherwise deal with additional Shares not exceeding 20% of the total number of issued Shares as at
the date of passing of the resolution in relation to the Sale Mandate.
As at the Latest Practicable
Date, 1,263,689,685 Shares have been fully issued and paid. Subject to the passing of the ordinary resolution numbered 4(A) set
out in the AGM Notice and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date
and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 252,737,937 Shares.
In addition, subject to
a separate approval of the ordinary resolution numbered 4(C) set out in the AGM Notice, the number of Shares purchased by the Company
under the ordinary resolution numbered 4(B) set out in the AGM Notice will be added to extend the Sale Mandate as mentioned in the
ordinary resolution numbered 4(A) set out in the AGM Notice provided that such additional value shall not exceed 10% of the total
number of issued Shares as at the date of passing the resolution in relation to the Repurchase Mandate. The Directors wish to state that
they have no immediate plan to issue any new Shares pursuant to the Sale Mandate.
The Sale Mandate will expire
upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration
of the period within which the next annual general meeting of the Company is required by the Articles of Association or by applicable
laws to be held; and (c) the date on which the authority given under the ordinary resolution approving the Sale Mandate is revoked
or varied by an ordinary resolution of the Shareholders.
| 3. | PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES |
Pursuant to the resolution
passed at the annual general meeting of the Company held on December 28, 2022, a general mandate was granted to the Directors to
repurchase Shares. Such mandate will expire at the conclusion of the Annual General Meeting. In order to ensure flexibility and give
discretion to the Directors in the event that it becomes desirable for the Company to repurchase Shares, an ordinary resolution will
be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of
the Company to repurchase Shares on the Hong Kong Stock Exchange not exceeding 10% of the total number of issued Shares as at the date
of passing of the resolution in relation to the Repurchase Mandate.
As at the Latest Practicable
Date, 1,263,689,685 Shares have been fully issued and paid. Subject to the passing of the ordinary resolution numbered 4(B) set
out in the AGM Notice and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the
date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 126,368,968 Shares.
An explanatory statement
required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix
II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed
decision on whether to vote for or against the relevant resolution in relation to the Repurchase Mandate at the Annual General Meeting.
The Repurchase Mandate will
expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration
of the period within which the next annual general meeting of the Company is required by the Articles of Association or by any applicable
laws to be held; and (c) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is
revoked or varied by an ordinary resolution of the Shareholders.
| 4. | PROPOSED RE-ELECTION OF RETIRING DIRECTORS |
In accordance with the Articles
of Association, Ms. Xu Lili and Mr. Zhu Yonghua shall retire at the Annual General Meeting and, being eligible, will offer
themselves for re-election at the Annual General Meeting. Details of the above retiring Directors who are subject to re-election at the
Annual General Meeting are set out in Appendix I to this circular.
The Nominating and Corporate
Governance Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors,
the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination
principles and criteria set out in the Company’s board diversity policy, Director nomination policy and the Company’s corporate
strategy, as well as the independence of the independent non-executive Directors. Ms. Xu Lili and Mr. Zhu Yonghua, the retiring
independent non-executive Directors, have confirmed their independence pursuant to Rule 3.13 of the Listing Rules.
The Nominating and Corporate Governance Committee and the Board considered that the retiring independent non-executive Directors are
independent in accordance with the independence guidelines set out in the Listing Rules, and are satisfied with all the retiring Directors’
contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for
its efficient and effective functioning and diversity. The Nominating and Corporate Governance Committee and the Board therefore recommended
the re-election of all the retiring Directors who are due to retire at the Annual General Meeting.
| 5. | PROPOSED RE-APPOINTMENT OF AUDITOR |
The Board proposes to re-appoint
KPMG as the independent auditor of the Company for the year ending June 30, 2024 and to hold the office until the conclusion of
the next annual general meeting of the Company. A resolution will also be proposed at the Annual General Meeting to authorize the Board
to fix the auditor’s remuneration for the ensuing year. KPMG have indicated their willingness to be re-appointed as auditor of
the Company for the said period.
Set out on pages 16
to 21 of this circular is the AGM Notice for the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed
to Shareholders to consider and approve the granting of the Sale Mandate and the Repurchase Mandate and the re-election of the retiring
Directors. The AGM Notice serves as the notice of general meeting required under Rule 13.71 of the Listing Rules. The AGM Notice
is also available for viewing on the Company’s website at https://ir.miniso.com.
A form of proxy is enclosed
with this circular for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Hong Kong Stock
Exchange (www.hkexnews.hk) and the Company (https://ir.miniso.com).
Holders of record of the
Shares on the Company’s register of members as of the close of business on the Share Record Date (Hong Kong time) are cordially
invited to attend the Annual General Meeting in person. Holders of the Company’s ADSs as of the close of business on the ADS Record
Date (New York time) are cordially invited to submit your voting instructions to The Bank of New York Mellon if ADSs are held directly
by holders on the books and records of The Bank of New York Mellon or to a holder’s bank, brokerage or other securities intermediary
if the ADSs are held by any of them on behalf of holders, as the case may be. Whether or not you propose to attend and vote at the said
meeting, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare
Hong Kong Investor Services Limited (for holders of the Shares) or your voting instructions to The Bank of New York Mellon if you hold
your ADSs directly on the books and records of The Bank of New York Mellon or to your bank, brokerage, or other securities intermediary if you hold your ADSs indirectly
through any of them, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish
to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 9:00 a.m. (Hong
Kong Time) on Tuesday, December 19, 2023 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure
your representation at the Annual General Meeting; and The Bank of New York Mellon must receive your voting instructions by no later
than 12:00 p.m. (New York Time) on Tuesday, December 12, 2023 to enable the votes attaching to the Shares represented by your
ADSs to be cast at the Annual General Meeting.
As there is no Shareholder
who has any material interest in the proposed resolutions regarding the Sale Mandate and the Repurchase Mandate, none of the Shareholders
is required to abstain from voting on such resolutions.
Pursuant to Rule 13.39(4) of
the Listing Rules and article 73 of the Articles of Association, any resolution put to the vote of the Shareholders at a general
meeting shall be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution
which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions
set out in the AGM Notice will be taken by way of poll. An announcement on the poll results will be published after the Annual General
Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
On a poll, every Shareholder
present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have
one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its
votes or cast all the votes he/she/it uses in the same way.
| 9. | RESPONSIBILITY STATEMENT |
This circular, for which
the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for
the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the
best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and
not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
The Directors consider that
the proposed resolutions for the granting of the Sale Mandate and the Repurchase Mandate, the re-election of the retiring Directors and
the re-appointment of auditor are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the
Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Your attention is drawn
to the information set out in the appendices to this circular.
| |
Yours faithfully |
| |
By order of the Board |
| |
MINISO Group Holding
Limited
YE Guofu |
| |
Executive Director
and Chairman |
| APPENDIX I |
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION |
The following
are the particulars of the Directors proposed to be re-elected at the Annual General Meeting.
As at the
Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in the Shares within the meaning
of Part XV of the SFO.
Save as disclosed
herein, none of the following Directors held any directorships in other public companies, the securities of which are listed on any securities
market in Hong Kong or overseas in the last three years. Save as disclosed herein, the following Directors are not otherwise related to
any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in
the Listing Rules) of the Company.
Save as disclosed
herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders
and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements
of Rule 13.51(2)(h) to (v) of the Listing Rules.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Ms. XU
Lili (徐黎黎), aged 42, has served as our independent Director since October 2020 and was re-designated
as an independent non-executive Director with effect from the Listing Date.
Ms. Xu
has served as an independent director of Yalla Group Limited (NYSE: YALA), a social networking and entertainment platform company listed
on the NYSE, since February 2021. In addition, Ms. Xu has served as the chief financial officer of ClouDr Group Limited (HKEX:
9955), a chronic condition management solution provider in China, since October 2020. Prior to that, Ms. Xu served as the chief
financial officer of Tongdao Liepin Group (HKEX: 6100), a company engaging in the provision of a variety of talent acquisition services
to individual, businesses and head hunters listed on the Main Board of the Hong Kong Stock Exchange, from March 2014 to September 2020
and an executive director from March 2018 to September 2020. Prior to that, Ms. Xu held various positions at General Electric
Company (NYSE: GE), a high-tech industrial company listed on the NYSE, including as the chief financial officer of GE Power Generation
Services China, from January 2005 to March 2014.
Ms. Xu
received a bachelor’s degree in international business from Nanjing University in China in June 2003 and a master of science
degree in local economic development from the London School of Economics and Political Science in the United Kingdom in November 2004.
Ms. Xu is a public accountant certified by the Board of Accountancy of Washington State of the United States since June 2012.
| APPENDIX I |
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION |
Ms. Xu
has entered into an amended and restated director agreement with the Company for an initial term of three years from the Listing Date
or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when
required under the Articles of Association). Either Ms. Xu or the Company may terminate the agreement by giving not less than 30
days’ written notice, or such shorter period as the parties may agree upon. Ms. Xu is entitled to receive US$150,000 in the
form of either cash compensation or share-based compensation, at her discretion, per annum. Ms. Xu’s remuneration is determined
by the Compensation Committee with reference to her duties and responsibilities with the Company and the prevailing market conditions.
As at the
Latest Practicable Date, Ms. Xu had an interest in 20,000 Shares within the meaning of Part XV of the SFO.
Mr. ZHU
Yonghua (朱擁華), aged 42, has served as our independent Director since October 2020 and was
re-designated as an independent non-executive Director with effect from the Listing Date.
Mr. Zhu
has been the founding partner of Long-Z (formerly Meituan DragonBall Capital), a venture capital fund, since January 2017 in charge
of the overall investment of Long-Z and a vice president of Meituan (HKEX: 3690) (formerly Meituan Dianping). Mr. Zhu served as an
executive director of the department of investment in modern agriculture and food at Legend Holdings Corporation (HKEX: 3396), a leading
industrial investment and operations company in China listed on the Main Board of the Hong Kong Stock Exchange, from November 2014
to December 2016. Mr. Zhu worked at Tiantu Capital, an investment management company, from July 2007 to October 2014,
including as a partner from December 2013 to October 2014.
Mr. Zhu
received a master’s degree in finance from Newcastle University in the United Kingdom in December 2005.
Mr. Zhu
has entered into an amended and restated director agreement with the Company for an initial term of three years from the Listing Date
or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when
required under the Articles of Association). Either Mr. Zhu or the Company may terminate the agreement by giving not less than 30
days’ written notice, or such shorter period as the parties may agree upon. Mr. Zhu is entitled to receive US$150,000 in the
form of either cash compensation or share-based compensation, at his discretion, per annum. Mr. Zhu’s remuneration is determined
by the Compensation Committee with reference to his duties and responsibilities with the Company and the prevailing market conditions.
As at the
Latest Practicable Date, Mr. Zhu had an interest in 62,500 Shares within the meaning of Part XV of the SFO.
| APPENDIX II |
EXPLANATORY
STATEMENT ON THE REPURCHASE MANDATE |
The following
is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase
Mandate.
SHARE CAPITAL
As at the
Latest Practicable Date, the number of issued Shares was 1,263,689,685 Shares of nominal value of US$0.00001 each which have been fully
paid. Subject to the passing of the resolution in relation to the granting of the Repurchase Mandate and on the basis that the issued
share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the
Company will be allowed to repurchase a maximum of 126,368,968 Shares which represent 10% of the total number of issued Shares as at the
date of the Annual General Meeting.
REASONS FOR REPURCHASE
The Directors
believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable
the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the
time, lead to an enhancement of the Company’s net asset value and/or its earnings per Share. The Directors are seeking the granting
of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased
on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time,
having regard to the circumstances then pertaining.
FUNDING OF REPURCHASE
Repurchase
of the Shares must be funded out of funds legally available for such purpose in accordance with the Listing Rules, the memorandum of association
of the Company, the Articles of Association, the Companies Act and other applicable laws of the Cayman Islands. The Directors may not
repurchase the Shares on the Hong Kong Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance
with the trading rules of the Hong Kong Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits
of the Company or out of proceeds of a new issuance of Shares made for the purpose of the repurchase or out of the Company’s share
premium account or, if authorised by the Articles of Association and subject to the Companies Act, out of capital.
The Directors
believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital and gearing
position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company for
the year ended June 30, 2023. The Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances,
have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors,
are from time to time appropriate for the Company.
| APPENDIX II |
EXPLANATORY
STATEMENT ON THE REPURCHASE MANDATE |
GENERAL
None of the
Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates, have any present
intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.
No core connected
persons have notified the Company that he or she or it has a present intention to sell any Shares to the Company, or has undertaken not
to do so, if the Repurchase Mandate is approved by the Shareholders.
The Directors
have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate
in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws
of the Cayman Islands.
TAKEOVERS CODE
If as a result
of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the
Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly,
a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase
in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory
offer in accordance with Rule 26 of the Takeovers Code.
As at the
Latest Practicable Date, to the best knowledge of the Company, the following Shareholders were interested in more than 10% of the Shares
then in issue. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted
pursuant to the Repurchase Mandate, the total interests of such Shareholders in the Shares would be increased to approximately the percentages
set out in the last column as follows (assuming there is no other change in the issued share capital of the Company):
| Name of Shareholders | |
Total number
of Shares and
Underlying
Shares
interested | | |
Approximate
% of issued
share capital
as at the
Latest
Practicable
Date | | |
Approximate
% of issued
share capital
if Repurchase
Mandate is
exercised in
full | |
| Mr. Ye Guofu(1)(2)(3)(4) | |
| 789,541,061(L | ) | |
| 62.5 | % | |
| 69.4 | % |
| | |
| 14,000,000(S | ) | |
| 1.1 | % | |
| 1.2 | % |
| Ms. Yang Yunyun(1)(2)(3)(4) | |
| 789,541,061(L | ) | |
| 62.5 | % | |
| 69.4 | % |
| | |
| 14,000,000(S | ) | |
| 1.1 | % | |
| 1.2 | % |
| Mini Investment Limited(2) | |
| 328,290,482(L | ) | |
| 26.0 | % | |
| 28.9 | % |
| | |
| 14,000,000(S | ) | |
| 1.1 | % | |
| 1.2 | % |
| APPENDIX II |
EXPLANATORY
STATEMENT ON THE REPURCHASE MANDATE |
| | |
| | |
Approximate | | |
Approximate | |
| | |
| | |
% of issued | | |
% of issued | |
| | |
Total number | | |
share capital | | |
share capital | |
| | |
of Shares and | | |
as at the | | |
if Repurchase | |
| | |
Underlying | | |
Latest | | |
Mandate is | |
| | |
Shares | | |
Practicable | | |
exercised in | |
| Name of Shareholders | |
interested | | |
Date | | |
full | |
| YGF Development Limited(2) | |
| 328,290,482(L | ) | |
| 26.0 | % | |
| 28.9 | % |
| | |
| 14,000,000(S | ) | |
| 1.1 | % | |
| 1.2 | % |
| YYY MC Limited(3) | |
| 257,849,197(L | ) | |
| 20.4 | % | |
| 22.7 | % |
| YYY Development Limited(3) | |
| 257,849,197(L | ) | |
| 20.4 | % | |
| 22.7 | % |
| YGF MC Limited(4) | |
| 203,401,382(L | ) | |
| 16.1 | % | |
| 17.9 | % |
| (1) | Mr. Ye and Ms. Yang are spouses, and are therefore deemed to be interested in the equity interests held by each other. |
| (2) | Mini Investment Limited is wholly-owned by YGF Development Limited, a limited liability company incorporated under the laws of the
British Virgin Islands. All shares of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman)
Ltd. as the trustee, and Mr. Ye and his family members as beneficiaries. Mr. Ye is both the settlor and the protector of YGF
Trust and is deemed to be the controlling person of the YGF Trust. Under the SFO, Mr. Ye is deemed to be interested in all the interests
in our Company held by Mini Investment Limited. |
| (3) | YYY MC Limited is wholly-owned by YYY Development Limited, a limited liability company incorporated under the laws of the British
Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman) Ltd. as
the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yang is both the settlor and protector of YYY Trust and
is deemed to be the controlling person of the YYY Trust. Under the SFO, Ms. Yang is deemed to be interested in all the interests
in our Company held by YYY MC Limited. |
| (4) | YGF MC Limited is wholly-owned by Mr. Ye. |
| (5) | The letter “L” denotes the long position of such person in the relevant Shares. The letter “S” denotes the
short position of such person in the relevant Shares. |
In the event
that the Repurchase Mandate is exercised in full and assuming that there is no other change in the issued share capital of the Company
between the Latest Practicable Date and the date of repurchase, the shareholding of these Shareholders in the Company would be increased
to approximately the respective percentages as shown in the last column of the table above. To the best knowledge and belief of our Directors,
such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
In addition,
the Listing Rules prohibit a company from making repurchase on the Hong Kong Stock Exchange if the result of the repurchase would
be that less than 25% (or such other prescribed minimum percentage as determined by the Hong Kong Stock Exchange) of the total number
of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in the aggregate number
of the Shares held by the public falling below the prescribed minimum percentage required by the Hong Kong Stock Exchange.
| APPENDIX II |
EXPLANATORY
STATEMENT ON THE REPURCHASE MANDATE |
SHARE PRICES
The highest and lowest prices
at which the Shares were traded on the Hong Kong Stock Exchange during the twelve months preceding the Latest Practicable Date were as
follows:
| Month | |
Highest prices | | |
Lowest prices | |
| | |
| HK$ | | |
| HK$ | |
| 2022 | |
| | | |
| | |
| October | |
| 11.840 | | |
| 9.270 | |
| November | |
| 23.350 | | |
| 9.940 | |
| December | |
| 24.000 | | |
| 19.800 | |
| | |
| | | |
| | |
| 2023 | |
| | | |
| | |
| January | |
| 30.650 | | |
| 20.550 | |
| February | |
| 34.500 | | |
| 28.500 | |
| March | |
| 40.100 | | |
| 31.700 | |
| April | |
| 35.650 | | |
| 31.050 | |
| May | |
| 36.500 | | |
| 28.600 | |
| June | |
| 36.150 | | |
| 29.150 | |
| July | |
| 42.300 | | |
| 30.350 | |
| August | |
| 52.800 | | |
| 36.150 | |
| September | |
| 59.850 | | |
| 49.000 | |
| October (up to the Latest Practicable Date) | |
| 52.900 | | |
| 47.100 | |
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have
been made by the Company during six months preceding the Latest Practicable Date (whether on the Hong Kong Stock Exchange or otherwise).
| NOTICE OF THE ANNUAL GENERAL MEETING |
MINISO Group Holding Limited
名 創 優 品 集 團 控 股 有 限 公 司
(A company incorporated in
the Cayman Islands with limited liability)
(Stock Code: 9896)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE
IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of MINISO Group Holding Limited
(the “Company”) will be held at 16F, Building A, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou,
Guangdong Province, the People’s Republic of China on Thursday, December 21, 2023 at 9:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the year ended June 30, 2023 and the reports
of the directors and auditor thereon. |
| 2. | (A) To re-elect the following directors of the Company (the “Directors”): |
| (i) | To re-elect Ms. Xu Lili as an independent non-executive Director; and |
| (ii) | To re-elect Mr. Zhu Yonghua as an independent non-executive Director. |
| |
(B) |
To authorise the board of Directors to fix the remuneration of the Directors. |
| 3. | To re-appoint KPMG as auditor of the Company and authorise the board of Directors to fix its remuneration for the year ending June 30,
2024. |
| 4. | To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions: |
| (i) | subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of the
Hong Kong Limited (the “Hong Kong Stock Exchange”), a general mandate be and is hereby generally and unconditionally
given to the Directors during the Relevant Period (as defined hereinafter)
to exercise all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company or securities convertible
into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make
or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company); |
| NOTICE OF THE ANNUAL GENERAL MEETING |
| (ii) | the mandate in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise
the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require
the exercise of such powers after the end of the Relevant Period; |
| (iii) | the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant
to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise
than pursuant to: |
| (a) | any Rights Issue (as defined hereinafter); |
| (b) | the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar
arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of
its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares
of the Company; |
| (c) | the vesting of restricted shares and restricted share units granted or to be granted pursuant to the share incentive plan of the Company; |
| (d) | any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a
dividend on shares of the Company in accordance with the articles of association of the Company; or |
| (e) | a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued
Shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any
consolidation or subdivision of any of the shares of the Company into a smaller
or larger number of shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly. |
| NOTICE OF THE ANNUAL GENERAL MEETING |
| (iv) | for the purpose of this resolution: |
| (a) | “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: |
| (1) | the conclusion of the next annual general meeting of the Company; |
| (2) | the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles
of association of the Company to be held; and |
| (3) | the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given
to the Directors by this resolution; and |
| (b) | “Rights Issue” means an offer of shares of the Company or an issue of warrants, options or other securities giving
rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register
of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions
or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or
extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction, any recognised regulatory body
or any stock exchange applicable to the Company).” |
| (i) | subject to paragraph (ii) of this resolution, a general mandate be and is hereby generally and unconditionally given to the Directors
during the Relevant Period (as defined hereinafter) to exercise all the powers of the Company to repurchase shares of the Company on the
Hong Kong Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and which is recognized for this
purpose by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange and, subject to and in accordance with
all applicable laws, rules and regulations; |
| NOTICE OF THE ANNUAL GENERAL MEETING |
| (ii) | the aggregate number of shares to be repurchased pursuant to the mandate in paragraph (i) of this resolution shall not exceed
10% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation
or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (i) above
as a percentage of the total number of issued shares at the date immediately before and after such consolidation and subdivision shall
be the same, and the mandate shall be limited accordingly; and |
| (iii) | for the purpose of this resolution: |
| |
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: |
| (a) | the conclusion of the next annual general meeting of the Company; |
| (b) | the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles
of association of the Company to be held; and |
| (c) | the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given
to the Directors by this resolution.” |
| (C) | “That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general
mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company
and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the resolution numbered
4(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may
be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general
mandate of an amount representing the number of shares of the Company repurchased by the Company under the mandate granted pursuant to
the resolution numbered 4(B) set out in this notice, provided that such extended amount shall not exceed 10% of the total number
of issued shares of the Company as at the date of passing of the said resolution.” |
| NOTICE OF THE ANNUAL GENERAL MEETING |
SHARES RECORD DATE AND ADS RECORD DATE
The board
of Directors has fixed the close of business on November 6, 2023 (Hong Kong time) as the record date (the “Share Record
Date”) of the Company’s shares. Holders of record of the Company’s shares (as of the Share Record Date) are entitled
to attend and vote at the Annual General Meeting and any adjourned meeting thereof.
Holders of
American depositary shares (the “ADSs”) as of the close of business on November 6, 2023 (New York time) (the “ADS
Record Date,” together with the Share Record Date, the “Record Dates”), who wish to exercise their voting
rights for the underlying shares must give voting instructions either directly to The Bank of New York Mellon, the depositary of the ADSs,
if ADSs are held directly on the books and records of The Bank of New York Mellon, or indirectly through a bank, brokerage or other securities
intermediary if ADSs are held by any of them on behalf of holders, as the case may be.
ATTENDING THE ANNUAL GENERAL MEETING
Only holders
of record of the Company’s shares as of the Share Record Date are entitled to attend and vote at the Annual General Meeting. All
officers and agents of the Company reserve the right to refuse any person entry to the Annual General Meeting venue, or to instruct any
person to leave the Annual General Meeting venue, where such officer or agent reasonably considers that such refusal or instruction is
or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such
right to refuse entry or instruct to leave shall not invalidate the proceedings at the Annual General Meeting.
PROXY FORMS AND ADS VOTING CARDS
A
holder of the Company’s shares as of the Share Record Date may appoint a proxy to exercise his or her rights at the Annual General
Meeting. A holder of ADSs as of the ADS Record Date will need to directly instruct The Bank of New York Mellon, the depositary of the
ADSs, if ADSs are held directly by holders on the books and records of The Bank of New York Mellon, or instruct a holder’s a bank,
brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be, as to how to
vote the shares represented by the ADSs. Please refer to the proxy form (for holders of the shares) which is available on our website
at http://ir.miniso.com.
| NOTICE OF THE ANNUAL GENERAL MEETING |
Holders of
record of the Company’s shares on the Company’s register of members as of the Share Record Date are cordially invited to attend
the Annual General Meeting in person. Your vote is important. You are urged to complete, sign, date, and return the accompanying proxy
form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the shares)
or your voting instructions to The Bank of New York Mellon, if your ADSs are held directly on the books and records of The Bank of New
York Mellon, or to your bank, brokerage or other securities intermediary, if your ADSs are held by any of them on your behalf, as the
case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights.
Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 9:00 a.m. (Hong Kong Time) on Tuesday,
December 19, 2023 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at
the Annual General Meeting; and The Bank of New York Mellon must receive your voting instructions by no later than 12:00 p.m. (New
York Time) on Tuesday, December 12, 2023 to enable the votes attaching to the shares represented by your ADSs to be cast at the Annual
General Meeting.
| |
By order of the Board |
| |
MINISO Group Holding Limited
YE Guofu |
| |
Executive Director and Chairman |
Hong Kong, October 19, 2023
| Registered
office: |
Headquarters and principal place of business in China: |
| Maples Corporate Services Limited |
8F, M Plaza |
| PO Box 309, Ugland House |
No. 109, Pazhou Avenue |
| Grand Cayman, KY1-1104 |
Haizhu District, Guangzhou 510000 |
| Cayman Islands |
Guangdong Province |
| |
China |
As of
the date of this notice, the board of directors of the Company comprises Mr. YE Guofu as executive Director, Ms. XU Lili, Mr. ZHU
Yonghua and Mr. WANG Yongping as independent non-executive Directors.
