SEC Form 4 · accession 0001104659-26-109287

MINISO Group Holding Ltd · MNSO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On September 17, 2026, Mini Investments SP1 Limited ("Mini Investments") entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party dealer (the "Dealer"). Pursuant to the Contract, Mini Investments agreed to deliver to the Dealer up to 21,600,000 ordinary shares of MINISO Group Holding Limited (the "Issuer") (equivalent to 5,400,000 American depositary shares, or "ADSs", each representing four ordinary shares of the Issuer) (the "Maximum Number of Shares"), or, at Mini Investments' election, an amount of cash payment, on each of up to 80 settlement dates. The Contract provides for an initial hedge period during which the Dealer will establish its hedge position.
• F2The price at which the Dealer establishes its hedge (the "Hedge Reference Price") will determine the final number of shares subject to the Contract (which may be less than, but will not exceed, the Maximum Number of Shares), as well as the prepayment amount and the floor and cap prices described below. In exchange for assuming this obligation, Mini Investments is entitled to receive a cash prepayment equal to the product of the final number of shares, the Hedge Reference Price, and a prepayment percentage specified in the Contract.
• F3In connection with the Contract, Mini Investments transferred the Maximum Number of Shares to the Dealer as credit support. The Dealer is obligated to pay to Mini Investments manufactured distribution amounts equal to 100% of any cash dividends declared on the Issuer's ordinary shares during the term of the Contract for the transferred shares subject to certain conditions. The transferred shares will be returned to Mini Investments upon settlement of the Contract, subject to netting. Any shares in excess of the final number of shares subject to the Contract will be returned to Mini Investments promptly following completion of the initial hedge period.
• F4The Contract is divided into up to 80 components, each with a separate valuation date and each covering an equal portion of the final number of shares subject to the Contract (each, the "Component Number of Shares"). The number of ordinary shares to be delivered by Mini Investments to the Dealer on each settlement date will be determined generally as follows: (a) if the volume-weighted average price per ordinary share of the Issuer on the relevant valuation date (the "Settlement Price") is less than or equal to a specified percentage of the Hedge Reference Price (the "Forward Floor Price"), Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to a higher specified percentage of the Hedge Reference Price (the "Forward Cap Price"),
• F5(Continued from footnote 4) Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares multiplied by a ratio equal to the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares multiplied by a fraction with a numerator equal to the sum of (A) the Forward Floor Price and (B) the excess, if any, of the Settlement Price over the Forward Cap Price, and a denominator equal to the Settlement Price.
• F6The per-share exercise price of the Contract is not determinable at the time the Contract is entered into because the number of shares deliverable at settlement depends on the Settlement Price. The scheduled valuation dates for the up to 80 components will be determined and confirmed following the initial hedge period, and each settlement date is the second Hong Kong Business Day after the relevant valuation date.
• F7Mini Investments SP1 Limited is a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Mini Investment Limited. 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 Guofu Ye as the settlor. The Reporting Person is Mr. Guofu Ye's spouse. Both the Reporting Person and Mr. Guofu Ye are deemed to be beneficial owners of the securities held by Mini Investments SP1 Limited.