The MINISO group launches a global offer

GUANGZHOU, China, June 29, 2022 /PRNewswire/ — MINISO Group Holding Limited (NYSE: MNSO) (“MINISO”, “MINISO Group” or the “Company”), a global retailer offering a variety of design-driven lifestyle products, announced today today launched its offer (the “Global Offer”) of 41,100,000 ordinary shares of the Company, which consists of a hong kong public offering of 4,110,000 ordinary shares initially June 30, 2022, hong kong time (the “Hong Kong Public Offering”), and an international offering of 36,990,000 ordinary shares initially effective today (the “International Offering”), and a dual primary listing of its ordinary shares on the main board of the Hong Kong Stock Exchange Limited (the “Hong Kong Stock Exchange”) under stock code “9896”.

As previously announced, the Company will hold an annual general meeting of shareholders on July 11, 2022, during which a proposal to modify and reformulate its memorandum and its articles of association aimed, among other things, at eliminating its structure of weighted voting rights, will be voted on. The amended and restated memorandum and articles of association shall become effective upon consummation of the proposed listing on the Stock Exchange of Hong Kong, on which date all of the Class A ordinary shares and the Class B ordinary shares of the Company will be renamed into shares ordinary. .

The Company’s US Depositary Shares (the “ADS”), each representing four common shares of the Company, will continue to be listed and traded on the New York Stock Exchange (the “NYSE”). Investors in the Global Offering will only be able to purchase ordinary shares and will not be able to take up ADS. When registering in hong kongordinary shares listed on the Hong Kong Stock Exchange will be fully fungible with the ADS listed on the NYSE.

The initial number of ordinary shares under the Hong Kong Public Offering and the International Offering represent approximately 10% and 90% of the total number of ordinary shares initially available under the Global Offering, respectively , subject to reallocation and over-allocation . Subject to the level of oversubscription under the Hong Kong Public Offering and in accordance with the clawback mechanism as described in the prospectus to be published by the Company in hong kong date June 30, 2022, the aggregate number of ordinary shares available under the Hong Kong Tender Offer could be adjusted up to a maximum of 20,550,000 ordinary shares, representing approximately 50% of the ordinary shares initially available under the Global Offer. In addition, the Company intends to grant the international underwriters an over-allotment option to compel them to sell up to 6,165,000 additional common shares of the Company under the International Offer, representing approximately 15% of the total of ordinary shares initially available under the International Offer. the Global Offer.

The Offer price for the Hong Kong Public Offer (the “Hong Kong Offer Price”) will not exceed HK$22.10 per common share, or $2.83 per ordinary share (equivalent to US$11.32 per ADS) (the “Hong Kong Maximum Bid Price”). The offer price for the International Offer portion of the Global Offer (the “International Offer Price”) may be greater than or equal to the Hong Kong Maximum Offer Price. The Company will set the Price of the International Offer on or about July 6, 2022, hong kong time, taking into consideration, among other factors, the closing price of the ADSs on the NYSE on the last trading day at the latest July 6, 2022 and investor demand during the commercialization process. The final Hong Kong Offer Price will be set at the lower of the final International Offer Price and the Hong Kong Maximum Offer Price. The shares will trade in board lots of 200 common shares.

The Company plans to use the net proceeds from the global offering for expanding and upgrading its store network, improving supply chain and product development, building its technology capabilities , continued investment in brand promotion and incubation, capital expenditures, working capital and general business expenses. purposes.

Merrill Lynch (Asia Pacific) Limited, Haitong International Capital Limited and UBS Securities Hong Kong Limited (in alphabetical order) are the joint sponsors of the proposed Global Offering. Merrill Lynch (Asia Pacific) Limited, Haitong International Securities Company Limited and UBS AG Hong Kong Branch (in alphabetical order) are acting as joint global coordinators for the proposed Global Offering. Merrill Lynch (Asia Pacific) Limited, Haitong International Securities Company Limited, UBS AG Hong Kong Branch and UBS Securities LLC (in connection with the International Offering only) (in alphabetical order) are the joint bookrunners for the proposed Global Offering. Merrill Lynch (Asia Pacific) Limited, Haitong International Securities Company Limited, UBS AG Hong Kong Branch, UBS Securities LLC (in relation to international offering only) (in alphabetical order), Futu Securities International (hong kong) Limited and GF Securities (hong kong) Brokerage Limited are the co-lead managers of the proposed global offer.

The International Offering is only made by means of a preliminary prospectus supplement dated June 29, 2022 and the accompanying prospectus included in an automatic shelf registration statement on Form F-3 filed with the United States Securities and Exchange Commission (the “SEC”) on March 31, 2022, which automatically took effect upon filing. The Registration Statement on Form F-3 and the Preliminary Prospectus Supplement are available on the SEC’s website at: http://www.sec.gov.

The proposed Global Offering is subject to market and other conditions, and there can be no assurance that or when the Global Offering will be completed, or as to the actual size or terms of the Global Offering. This press release does not constitute an offer to sell or the solicitation of an offer or an invitation to buy securities of the Company, and there will be no offer or sale of such securities in any state or other jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This press release does not constitute a prospectus (including as defined by the laws of hong kong) and potential investors should read the Company’s prospectus for detailed information about the Company and the proposed Global Offering, before deciding whether or not to invest in the Company. This press release has not been reviewed or approved by the Hong Kong Stock Exchange or the Securities and Futures Commission of hong kong.

The price of the Company’s common stock may be stabilized in accordance with the Securities and Futures (Price Stabilization) Rules. Details of the intended stabilization and how it will be regulated under the Securities and Futures Ordinance (Cap 571 of the Laws of hong kong) will appear in the prospectus of the Company dated June 30, 2022.

About MINISO Group

MINISO is a global retailer offering a variety of design driven lifestyle products. The company serves consumers primarily through its extensive network of MINISO stores and promotes a relaxing, treasure-hunting and engaging shopping experience full of delicious surprises that appeal to all demographics. Design, quality and affordability are at the heart of every MINISO product it delivers, and the company continually and frequently rolls out products of these qualities. Since opening its first store in China in 2013, the company built its flagship brand “MINISO” as a globally recognized retail brand and established a network of stores around the world. For more information, please visit https://ir.miniso.com/.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words or phrases such as “may”, “will”, “s ‘expects’, ‘anticipates,’ ‘aims’, ‘estimates’, ‘intends’, ‘plans’, ‘believes’, ‘is/are likely’, ‘potential’, ‘continues’ or d “other similar expressions. MINISO may also make written or oral forward-looking statements in its periodic reports to the United States Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about MINISO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company’s reports filed with or provided to the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statements except as required by applicable law.

For more information: Raine HuMonlise Wang, MINISO Group Holding Limited, Email: [email protected]Telephone: +86 (20) 36228788 Ext.8039

SOURCE MINISO Group Holding Limited

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