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United States securities and exchange commission logo
January 18, 2024
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
Response Dated December 13, 2023
File No. 001-39601
Dear Jingjing Zhang:
            We have reviewed your December 13, 2023 response to our comment letter and have the
following comment(s).
            Please respond to this letter 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 this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our November 29,
2023 letter.
Form 20-F for the Fiscal Year Ended June 30, 2023
Item 3. Key Information, page 4
1.We note your response to prior comment 1, particularly the statement that your business
operations in Hong Kong do not fall within the scope of relevant Hong Kong data security
laws and regulations. In future filings, please further revise to disclose the basis for this
conclusion and explain how data security and anti-monopoly regulations could materially
impact your Hong Kong operations. Additionally, please provide the requested risk factor
disclosure related to data security regulations in Hong Kong.
2.We note your response to prior comment 2. In future filings, please further revise to
elaborate on the "additional challenges" and "uncertainties and potential additional
restrictions" presented by the data security regulations you have specified. Ensure that

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MINISO Group Holding Ltd
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your disclosure allows investors to fully understand the impacts that these regulations
have had or may have on your business operations and ability to accept foreign investment
or maintain listing on a U.S. or foreign exchange.
Permissions Required from the PRC Authorities, page 5
3.We note your response to prior comment 3 and reissue in part. In future filings, please
specifically name each of the "requisite licenses and permits from the relevant mainland
China government authorities for [your] business operations in mainland China." Please
confirm that these licenses and permits constitute the only permissions and approvals from
PRC government authorities that you and your subsidiaries, including your Hong Kong
subsidiaries, are required to obtain to operate your business. Additionally, please clarify
the role of your PRC legal counsel with respect to the conclusions stated throughout
the disclosure in this section. For example, we note that you do not reference counsel in
the paragraph regarding permissions required for your business operations, and with
respect to your conclusion that you are not subject to cybersecurity review, you state only
that JunHe LLP conducted a "phone consultation" with the China Cybersecurity Review
Technology and Certification Center in March 2022. Please further revise to clearly
indicate whether you have relied upon an opinion of counsel with respect to each of your
conclusions regarding permissions and approvals to operate your business and to continue
to offer securities to investors. If an opinion of counsel was not obtained with respect to
any of these conclusions, state as much and explain why such an opinion was not
obtained.
Our Holding Company Structure, page 7
4.We note your response to prior comment 4 and reissue. In future filings, please
acknowledge the risk that Chinese regulatory authorities could disallow your holding
company structure (e.g., through changes in the rules and regulations regarding foreign
ownership in your industry), 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. In this
regard, we note that your proposed disclosure references "any regulatory authorities,"
instead of Chinese or PRC regulatory authorities.
Transfer of Funds and Other Assets Within Our Organization, page 8
5.We note your response to prior comment 5 and reissue in part. In future filings,
please further revise your disclosure to clarify whether the restrictions and limitations by
the PRC government in mainland China that you discuss are applicable to cash transfers in
and out of Hong Kong or your Hong Kong subsidiaries. If they are not, please
acknowledge that they could become applicable in the future and that, in such case, funds
in Hong Kong or in your Hong Kong subsidiaries similarly may not be available to fund
operations or for other use outside of Hong Kong. Make conforming revisions in the
summary risk factors and risk factors sections.

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Jingjing Zhang
MINISO Group Holding Ltd
January 18, 2024
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Risks Related to Doing Business in China
The PRC government's oversight and regulation over our business operations..., page 51
6.We note your response to prior comment 11, in particular your statement that "the PRC
government does not directly intervene [in] [y]our operations through political orders or
otherwise." Please further discuss in future filings whether and how the PRC government's
influence or control has materially impacted or may materially impact your business or the
value of your securities. We note, for example, the statement in your response to prior
comment 2 that certain data security regulations issued by PRC authorities have created
"challenges" for your cybersecurity and data privacy compliance efforts, as well as your
indication that you could become subject to certain review and filing requirements in the
future. Please ensure that all current and potential material impacts of the PRC
government's influence and control, not just its direct intervention, are addressed in this
risk factor.
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Haiping Li