UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from July 1, 2023 to December 31, 2023
OR
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report

Commission file number: 001-39601

MINISO Group Holding Limited

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

8F, M Plaza, No. 109, Pazhou Avenue

Haizhu District, Guangzhou 510000 Guangdong Province

The People’s Republic of China

(Address of principal executive offices)

Jingjing Zhang, Chief Financial Officer

Telephone: +86 20 3622 8788

Email: ir@miniso.com

8F, M Plaza, No. 109, Pazhou Avenue

Haizhu District, Guangzhou 510000 Guangdong Province

The People’s Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
American depositary shares (each American depositary share representing four ordinary shares, par value US$0.00001 per share)	MNSO	The New York Stock Exchange
Ordinary shares, par value US$0.00001 per share*		The New York Stock Exchange
Ordinary shares, par value US$0.00001 per share	9896	The Stock Exchange of Hong Kong Limited

* Not for trading, but only in connection with the listing on The New York Stock Exchange of American depositary shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the transition report.

1,263,689,685 ordinary shares, par value US$0.00001 per share, as of December 31, 2023, including 1,450,108 ordinary shares underlying 362,527 ADSs  and 708,400 ordinary shares repurchased by the Company as of December 31, 2023.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☒ Yes   ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   ☐ Yes   ☒ No

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ☒ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   ☒ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: (Check one):

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Emerging Growth Company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.   ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.    ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).    ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued
by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17   ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes    ☐ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes   ☐ No

TABLE OF CONTENTS

INTRODUCTION		1
EXPLANATORY NOTE		2
FORWARD-LOOKING INFORMATION		3
PART I		4
Item 5.	Operating and Financial Review and Prospects	4
Item 8.	Financial Information	27
PART II		28
Item 13.	Defaults, Dividend Arrearages and Delinquencies	28
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	28
PART III		28
Item 17.	Financial Statements	28
Item 18.	Financial Statements	28
Item 19.	Exhibits	29
SIGNATURES		30

i

INTRODUCTION

In this transition report, except where the context otherwise requires, unless otherwise indicated and for purposes of this transition report only:

● “ADRs” refers to the American depositary receipts which may evidence the ADSs;

● “ADSs” refers to our American depositary shares, each representing four ordinary shares, par value US$0.00001 per share;

● “China” or “PRC” refers to the People’s Republic of China;

● “core SKU” refers to SKU that generates over RMB50,000 in sales during a consecutive six-month period;

● “Hong Kong” or “HK” or “Hong Kong S.A.R.” are to the Hong Kong Special Administrative Region of the PRC;

● “IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board;

● “MINISO,” “we,” “us,” “our company” and “our” refer to MINISO Group Holding Limited, our Cayman Islands holding company and its subsidiaries;

● “MINISO Retail Partner” refers to a franchisee under our MINISO Retail Partner model, a franchise-like store model with chain store characteristics, where the franchisee bears the store opening capital expenditure and store operating expenses to join our “MINISO” or “TOP TOY” branded retail store franchise. Other distinguishing features of the MINISO Retail Partner model include: (1) we retain ownership of inventory in the franchisee’s store before it gets sold to consumers; (2) we provide store management and consultation services to the franchisee for a fee, which include standardized guidance in certain key aspects of store operation; and (3) the franchisee keeps the remaining portion of the in-store sales proceeds after remitting a certain portion to us;

● “MINISO store” refers to any of the stores operated under the “MINISO” brand name, including those directly operated by us, those operated under the MINISO Retail Partner model, and those operated under the distributor model;

● “RMB” and “Renminbi” refer to the legal currency of China;

● “SKU” refers to stock keeping unit;

● “TOP TOY” refers to pop toy products of our own brands or brands codeveloped with IP licensors that are sold under the TOP TOY label, and “pop toys” refer to toys infused with pop culture content featuring distinct designs and aesthetic sensibility, or licensed content featuring movie, animation, cartoon or game characters;

● “TOP TOY store” refers to any store operated under the “TOP TOY” brand name, including those directly operated by us and those operated under the MINISO Retail Partner model; and

● “US$,” “U.S. dollars,” “$,” and “dollars” refer to the legal currency of the United States.

We present our financial results in RMB. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The mainland China government promulgates legislations on its foreign currency reserves in part through regulation of the conversion of RMB into foreign exchange. This transition report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at the rate at RMB7.0999 to US$1.0000, the exchange rate as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System in effect as of December 29, 2023.

1

EXPLANATORY NOTE

On January 17, 2024, the board of directors of MINISO Group Holding Limited approved a change of fiscal year end from June 30 to December 31. The primary purpose of changing our fiscal year end is to improve the consistency between financial reporting and our business operation as we formulate annual budgeting and assessment targets on a calendar year basis, and to align our financial reporting with that of our domestic peers to improve comparability on both a quarterly and an annual basis. As a result of the change of fiscal year end, we are required to file this transition report on Form 20-F for the six-month transition period from July 1, 2023 to December 31, 2023. After filing this transition report, our next full fiscal year will be the fiscal year ending December 31, 2024. Unless otherwise noted, all references to “fiscal year” in this transition report refer to the fiscal year which, prior to the transition period, ended on June 30. Our audited consolidated financial statements for the transition period from July 1, 2023 to December 31, 2023 are included in this transition report. We note that this transition report is filed pursuant to Rule 13a-10(g)(4) of the Securities Exchange Act of 1934, as amended, which permits us to respond to only Items 5, 8.A.7., 13, 14 and 17 or 18 of Form 20-F.

2

FORWARD-LOOKING INFORMATION

This transition report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may,” “could,” “should,” “would,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to,” “project,” “continue,” “potential” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:

● our mission, goals and strategies;

● our future business development, financial conditions and results of operations;

● the expected growth of and competition in the retail market of lifestyle products in China and globally;

● our expectations regarding demand for and market acceptance of our products;

● our expectations regarding our relationships with consumers, suppliers, MINISO Retail Partners, local distributors, and our other business partners;

● government policies and regulations relating to our business and our industry; and

● general economic and business conditions globally and in China.

You should read this transition report and the documents that we refer to in this transition report and have filed as exhibits to this transition report completely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this transition report discuss factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this transition report relate only to events or information as of the date on which the statements are made in this transition report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

3

PART I

Item 5.Operating and Financial Review and Prospects

The following discussion of our financial condition and results of operations is based upon, and should be read in conjunction with, our audited consolidated financial statements and the related notes included in this transition report on Form 20-F. This report contains forward-looking statements. See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” of our annual report on Form 20-F filed with the United States Securities and Exchange Commission on October 19, 2023, or our 2023 Annual Report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

A. Operating Results

We are a global value retailer offering a variety of trendy lifestyle products featuring IP design. We have built our flagship brand “MINISO” as a globally recognized retail brand and established a store network worldwide. Observing an emerging pop toy culture, we introduced the “TOP TOY” brand with the goal of entering into the pop toy market and eventually building our platform of pop toys. In the six months ended December 31, 2023, we launched an average of approximately 930 SKUs under the “MINISO” brand per month, and offered consumers a wide selection of approximately 9,500 core SKUs, the vast majority of which are under the “MINISO” brand. Our MINISO product offerings span 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, and stationery and gifts. Under the TOP TOY brand, we offered around 8,400 SKUs as of December 31, 2023 across major categories that include blind boxes, toy bricks, model figures, model kits, collectible dolls, Ichiban Kuji and other popular toys. Our highly effective approach to retail, which mainly encompasses dynamic product development, an efficient supply chain and deep operational know-how backed by digitalization, is critical to the success and forms the backbone of our business.

During the fiscal years ended June 30, 2021, 2022 and 2023 and the six months ended December 31, 2023, we had two reportable segments: (i) MINISO brand, including mainly the design, purchasing and sale of lifestyle products; and (ii) TOP TOY brand, including mainly the design, purchasing and sale of pop toys.

Our revenue was RMB9,071.7 million, RMB10,085.6 million and RMB11,473.2 million in the fiscal years ended June 30, 2021, 2022 and 2023, and RMB5,266.9 million and RMB7,632.5 million (US$1,075.0 million) in the six months ended December 31, 2022 and 2023, respectively. Our gross profit was RMB2,430.7 million, RMB3,069.8 million and RMB4,443.1 million in the fiscal years ended June 30, 2021, 2022 and 2023, and RMB1,985.7 million and RMB3,241.0 million (US$456.5 million) in the six months ended December 31, 2022 and 2023, respectively. We recorded a loss of RMB1.429.4 million in the fiscal year ended June 30, 2021, and recorded a profit of RMB639.7 million and RMB1,781.8 million in the fiscal years ended June 30, 2022 and 2023, and RMB763.9 million and RMB1,256.1 million (US$176.9 million) in the six months ended December 31, 2022 and 2023, respectively.

Major Factors Affecting Our Results of Operations

Our business and results of operations are affected by a number of general factors that impact the overall consumption and market for lifestyle and pop toy products, including overall economic trends and their impact on consumer behavior, production and procurement costs and the competitive environment. Unfavorable changes in any of these general conditions could materially and adversely affect our results of operations.

While our business is influenced by these general factors, our results of operations are more directly affected by the following company-specific factors.

4

Store network expansion in China

Our ability to expand our store network in China is a key driver of our revenue growth. Our revenue generated from China was RMB7,291.2 million, RMB7,442.2 million and RMB7,650.8 million in the fiscal years ended June 30, 2021, 2022 and 2023, and RMB3,360.2 million and RMB4,843.1 million (US$682.1 million) in the six months ended December 31, 2022 and 2023, respectively. As of December 31, 2023, apart from 26 directly operated MINISO stores and 14 directly operated TOP TOY stores, substantially all of our MINISO and TOP TOY stores in China were operated under our MINISO Retail Partner model. Our store network expansion in China is primarily sustained by our continued success in encouraging our retail partners to open more MINISO stores at optimal locations. As a result, the number of MINISO stores in China increased from 2,939 as of June 30, 2021 to 3,226 as of June 30, 2022, to over 3,600 as of June 30, 2023 and further to over 3,900 as of December 31, 2023. Additionally, the fast growth of our new brand TOP TOY since December 2020 has also contributed to the expansion of our store network in China. As of December 31, 2023, we had opened 148 TOP TOY stores in China.

Globalization strategy

Our results of operations are affected by our ability to execute our globalization strategy, which primarily involves expanding into new international markets and growing our store network overseas. Our revenue from markets outside of China was RMB1,780.4 million, RMB2,643.5 million and RMB3,822.4 million in the fiscal years ended June 30, 2021, 2022 and 2023, and RMB1,906.7 million and RMB2,789.3 million (US$392.9 million) in the six months ended December 31, 2022 and 2023, accounting for 19.6%, 26.2%, 33.3%, 36.2% and 36.5%, of our total revenue for the same periods, respectively. In the majority of the international markets, we expand our store network by using the distributor model. Depending on factors such as market environment and local regulations, we also utilize the MINISO Retail Partner model for international store network expansion in an asset-light manner and the direct operation model. The significant revenue contribution from international markets demonstrates the appeal of our “MINISO” brand across geographical and cultural boundaries. The number of MINISO stores outside of China increased from 1,810 as of June 30, 2021 to 1,973 as of June 30, 2022, to approximately 2,200 as of June 30, 2023 and further to approximately 2,500 as of December 31, 2023.

Revenue per MINISO store

While we continue to expand our store network, our results of operations are also affected by revenue per MINISO store. Our revenue per MINISO store, which is calculated by dividing (a) revenue of MINISO brand by (b) the average number of stores at the beginning and the end of the relevant period, has fluctuated significantly historically, and may continue to fluctuate in future periods. As a global value retailer offering a variety of trendy lifestyle products featuring IP design, we expect to continue to face intense competition in a variety of the markets we operate. Our ability to take a disciplined approach in store network expansion while we increase penetration into more lower-tier cities in China and expand internationally using a distributor, self-operating or retail partner model, and to develop efficient supply chains and deepen customer engagement in these new regions, will affect our revenue per MINISO store and our results of operations. Our revenue per MINISO store was RMB1.9 million, RMB1.9 million and RMB2.0 million in the fiscal years ended June 30, 2021, 2022 and 2023, and RMB0.9 million and RMB1.2 million (US$0.2 million) in the six months ended December 31, 2022 and 2023, respectively.

5

Product value propositions

We primarily generate revenues from sales of high-quality and affordable lifestyle and pop toy products that are responsive to the evolving tastes and needs of consumers. Our product managers identify market trends and collaborate closely with our designers and suppliers to develop and roll out products that balance appeal, quality and price. Furthermore, our co-branding collaborations with IP licensors owning popular brands unlock new product design possibilities and elevate our brand awareness. Further, we identify and cultivate new IPs and co-develop them with independent design artists into popular IP products, mostly under our TOP TOY brand. As a result of our distinctive approach to product design and development, our flagship brand “MINISO” maintained a portfolio of approximately 9,500 core SKUs spanning 11 major categories, with an average of around 930 SKUs launched per month in the six months ended December 31, 2023. Under the fast-growing TOP TOY brand, we offered around 8,400 SKUs as of December 31, 2023 across major categories, including blind boxes, toy bricks, model figures, model kits, collectible dolls, Ichiban Kuji and other popular toys.

Efficient supply chain

Our ability to manage an integrated and seamless supply chain significantly impacts the results of our operations, as cost-effective procurement sets the foundation for our competitive product pricing, and efficient planning affects our speed to market. Leveraging China’s large supply chain in the lifestyle product sector, we source from qualified suppliers who are able to meet our demands. As part of our efforts to optimize supply chain, we build mutually beneficial relationships with our suppliers by procuring products in large volumes, being punctual with our payments to them in the ordinary course of business and guiding them towards better production efficiency and enhanced cost control. In addition, we digitally integrate suppliers through our supply chain management system to better coordinate with them and streamline the supply chain process for enhanced productivity. These strengths of our supply chain have led to sustained advantages in both procurement cost and efficiency, which allows us to price competitively.

6

Key Components of Our Results of Operations

Revenue

We primarily derive our revenue from sales of lifestyle and pop toy products through sales to MINISO Retail Partners, sales to offline distributors, retail sales in directly operated stores and through online channels. Other sources of revenue mainly include license fees from MINISO Retail Partners and distributors, and sales-based royalties and sales-based management and consultation service fees income from MINISO Retail Partners. The following table sets forth the components of our revenue by amounts and percentages of our total revenue broken down by revenue source for the periods presented:

	For the fiscal year ended June 30,						For the six months ended December 31,
	2021		2022		2023		2022		2023
	RMB	%	RMB	%	RMB	%	RMB	%	RMB	US$	%
							(Unaudited)
	(in thousands, except for percentages)
Revenue:
Sales of lifestyle and pop toy products	8,036,676	88.5	8,997,662	89.2	10,357,235	90.3	4,754,711	90.3	6,921,694	974,900	90.7
– Retail sales in self-operated stores	323,775	3.6	555,226	5.5	990,048	8.6	419,628	8.0	1,004,114	141,427	13.2
– Product sales to franchisees(1)	5,506,365	60.6	5,499,267	54.5	5,960,518	52.0	2,537,738	48.2	3,857,191	543,274	50.5
– Sales to offline distributors	1,509,840	16.6	2,072,061	20.5	2,612,742	22.8	1,381,140	26.2	1,660,860	233,927	21.7
– Online sales(2)	663,197	7.3	651,039	6.5	706,397	6.2	374,502	7.1	355,380	50,054	4.7
– Other sales channels(3)	33,499	0.4	220,069	2.2	87,530	0.8	41,703	0.8	44,149	6,218	0.6
License fees, sales-based royalties, and sales-based management and consultation service fees	658,378	7.3	685,394	6.8	687,575	6.0	303,835	5.7	426,369	60,053	5.6
– License fees	72,392	0.8	109,166	1.1	84,711	0.7	48,288	0.9	37,074	5,222	0.5
– Sales-based royalties	97,848	1.1	97,453	1.0	102,089	0.9	43,245	0.8	66,113	9,312	0.9
– Sales-based management and consultation service fees	488,138	5.4	478,775	4.7	500,775	4.4	212,302	4.0	323,182	45,519	4.2
Others(4)	376,605	4.2	402,593	4.0	428,398	3.7	208,332	4.0	284,404	40,057	3.7
Total	9,071,659	100.0	10,085,649	100.0	11,473,208	100.0	5,266,878	100.0	7,632,467	1,075,010	100.0

(1) Represents sales to/revenue from MINISO Retail Partners.

(2) Online sales does not include sales through O2O platforms, which are accounted for in sales through offline channels.

(3) “Other sales channels” mainly represents group-buying channels.

(4) “Others” mainly represents sales of fixtures to franchisees and distributors.

7

The following table breaks down our revenue by geographic region for the periods presented:

For the fiscal year ended  June 30,						For the six months ended December 31,
2021		2022		2023		2022		2023
RMB	%	RMB	%	RMB	%	RMB	%	RMB	US$	%