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United States securities and exchange commission logo
November 29, 2023
Jingjing Zhang
Chief Financial Officer
MINISO Group Holding Ltd
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The People's Republic of China
Re:MINISO Group Holding Ltd
Form 20-F for the Fiscal Year Ended June 30, 2023
Filed October 19, 2023
File No. 001-39601
Dear Jingjing Zhang:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended June 30, 2023
Item 3. Key Information, page 4
1.We note that you do not clearly define China or the PRC to include Hong Kong and that
your corporate structure chart on page 7 depicts your Hong Kong subsidiaries as "outside
China." In future filings, please clarify that the legal and operational risks associated with
operating in China also apply to any operations in Hong Kong. Please discuss in this
section the applicable laws and regulations in Hong Kong as well as the related risks and
consequences. Examples of applicable laws and regulations to discuss include, but are not
limited to:
•enforceability of civil liabilities in Hong Kong;

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•China's Enterprise Tax Law; and
•regulatory actions related to data security or anti-monopoly concerns in Hong Kong
and their potential impact on your ability to conduct business, accept foreign
investment, or maintain listing on a U.S. or foreign exchange.

Please also include risk factor disclosure explaining whether there are laws and
regulations in Hong Kong that result in oversight over data security, how this oversight
impacts the company's business, and to what extent the company believes it is compliant
with the regulations or policies that have been issued.
2.We note your disclosure on page 4 that you face various risks and uncertainties related to
doing business in China and that such risks could cause the value of your securities to
"significantly decline." In future filings, please expand this statement to clarify whether
such risks could cause your securities to be worthless. Please also supplement the
disclosure in this section to address how recent statements and regulatory actions by
China’s government, such as those related to the use of variable interest entities and data
security or anti-monopoly concerns, have impacted or may impact your ability to conduct
your business, accept foreign investments, or maintain listing on a U.S. or other foreign
exchange.
Permissions Required from the PRC Authorities, page 5
3.You state that you and certain subsidiaries are not required to obtain permissions or
approvals from the China Securities Regulatory Commission (CSRC), the Cyberspace
Administration of China (CAC), or any other PRC authority in connection with prior or
future issuances of securities to foreign investors. In future filings, please revise and
expand this disclosure:
•to disclose any such permissions or approvals from the CSRC, the CAC, or any other
governmental agency that you or your subsidiaries are required to obtain to operate
your business;
•to clarify, if true, that these statements apply to all of your subsidiaries, not just your
“PRC subsidiaries” or “mainland China subsidiaries,” as suggested by the disclosure
on pages 5 and 6, respectively;
•to discuss how you came to the conclusion that these permissions and approvals are
not required and the basis on which you made that determination; and
•to describe the consequences to you and your investors if you or your subsidiaries
inadvertently conclude that such permissions or approvals are not required, or if
applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future.

Additionally, we note that you do not appear to have relied upon an opinion of counsel
with respect to your conclusions that you do not need any permissions and approvals to

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offer securities to investors. If true, state as much and explain why such an opinion was
not obtained.
Our Holding Company Structure, page 7
4.We note your disclosure that you are a Cayman Islands holding company with operations
primarily conducted by your subsidiaries in China and that this structure involves certain
risks. In future filings, please revise this disclosure to acknowledge the risk that Chinese
regulatory authorities could disallow this structure, which would likely result in a material
change in your operations and/or a material change in the value of your securities,
including that it could cause the value of such securities to significantly decline or become
worthless. Provide a cross-reference to your detailed discussion of this risk.
Transfer of Funds and Other Assets Within Our Organization, page 8
5.In future filings, please amend your disclosure here and in the summary risk factors and
risk factors sections to state that, to the extent cash in the business is in a PRC or Hong
Kong entity, the funds may not be available to fund operations or for other use outside of
the PRC or Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you or your subsidiaries by the PRC government to transfer
cash. Provide a cross-reference to your discussion of this issue in your risk factors section.
Additionally, we note your quantification of certain transfers and dividends from the
holding company to PRC subsidiaries and shareholders on page 9. In future filings, please
affirm whether any other transfers, dividends, or distributions have been made between
the holding company and its subsidiaries (including transfers from subsidiaries to the
holding company) and quantify any such amounts and their tax consequences. Provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, and investors, summarize the policies in this section and
disclose the source of such policies (e.g., whether they are contractual in nature, pursuant
to regulations, etc.) in future filings. Alternatively, state in this section that you have no
such cash management policies that dictate how funds are transferred.
D. Risk Factors
Summary of Risk Factors, page 12
7.In future filings, disclose in your summary of risk factors the risks that your corporate
structure and being based in and having operations in China pose to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in the risk factors section. In this
regard, we note your cross-references to the "Risks Related to Doing Business in China"

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section. Please revise to cross-reference relevant individual risk factors. Specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice, and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result
in a material change in your operations and/or the value of your securities. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly decline
or be worthless.
Risks Related to Our Business and Industry
Our business is operated globally. Global inflationary pressures could negatively..., page 34
8.We note your risk factor indicating that global inflationary pressures could negatively
affect your results of operations and stating that you could “fail to expand [y]our stores
network” due to such pressures. Please update this risk factor in future filings if
inflationary pressures materially impact your operations, particularly in light of the
globalization and store network expansion strategies discussed on page 117. Identify the
types of inflationary pressures you face and how your business and strategies have been
affected.
Risks Related to Doing Business in China, page 50
9.In light of recent events indicating greater oversight by the CAC over data security,
particularly for companies seeking to list on a foreign exchange, please revise your
disclosure in future filings to explain how this oversight impacts your business and to
what extent you believe that you are in compliance with the regulations or policies that
have been issued by the CAC to date.
The ADSs may be prohibited from trading in the United States under the HFCAA..., page 51
10.In future filings, please update your risk factor disclosure regarding the HFCAA to
describe the potential consequences to you if the PRC adopts positions at any time in the
future that would prevent the PCAOB from continuing to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong, including
an acknowledgement that the PCAOB's December 2022 statement that it could inspect all
China- and Hong Kong-based auditors in 2022 can be changed and does not grant an
automatic grace period.

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The PRC government's oversight and regulation over our business operations..., page 51
11.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Also, given recent statements by the Chinese
government indicating an intent to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers, acknowledge the
risk that any such action could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise."
Item 10. Additional Information
B. Memorandum and Articles of Association
Exclusive Forum, page 160
12.Article 175 of your Third Amended and Restated Memorandum of Association provides
that certain actions, including “derivative action[s],” will be submitted to the jurisdiction
of the courts of the Cayman Islands and the courts of Hong Kong. In future filings, please
revise your disclosure in this section and in your risk factors to discuss this exclusive
forum provision and how it operates in relation to the exclusive forum provisions in
Article 176 of your Third Amended and Restated Memorandum of Association and
Section 7.7 of your Deposit Agreement with The Bank of New York Mellon. For
example, please clarify whether Article 175 applies to “derivative action[s]” under the
Securities Act and Exchange Act.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 182
13.We note your statement that you reviewed the Company’s register of members and public
filings made by its shareholders in connection with your required submission under
paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).

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14.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
15.We note that your disclosures pursuant to Items 16I(b)(2) and (b)(3) are provided solely
for “MINISO Group Holding Limited.” We also note that your list of principal
subsidiaries and consolidated affiliated entities in Exhibit 8.1 appears to indicate that you
have consolidated foreign operating entities in Hong Kong and countries outside China.
Please note that Item 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
material consolidated foreign operating entities are organized or incorporated and
provide the percentage of your shares or the shares of your consolidated operating
entities owned by governmental entities in each foreign jurisdiction in which you
have consolidated operating entities in your supplemental response.
•With respect to (b)(3), please provide the required information for you and all of your
consolidated foreign operating entities in your supplemental response.
16.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge." Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
General
17.In future filings, please affirmatively state, if true, that you do not use a variable interest
entity structure.
18.We note that one or more of your directors and officers are located in the PRC/Hong
Kong. In future filings, please (i) disclose that is the case and identify the relevant
individuals, and (ii) include a separate "En