Correspondence 0001104659-23-125578 from MINISO Group Holding Ltd (MNSO)
MINISO Group Holding Ltd
Date: Dec. 13, 2023 · CIK: 0001815846 · Accession: 0001104659-23-125578
AI Filing Summary & Sentiment
File numbers found in text: 001-39601
Referenced dates: November 29, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission RE: MINISO Group Holding Limited (the “Company”) Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2023 Filed on October 19, 2023 File No. 001-39601
Dear Mr. Shapiro, Mr. Jones, Mr. Pattan, Mr. Mew, Ms. Reed and Mr. King:
This letter sets forth the Company’s response to the comments contained in the letter dated November 29, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended June 30, 2023 filed with the Commission on October 19, 2023 (the “2023 Form 20-F”). The Staff’s comments are repeated below in bold and followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2023 Form 20-F.
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;
· 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.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 2
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.
In response to the Staff’s comment, the Company respectfully proposes to include the following revised disclosure (page reference is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown in strikethrough and additions underlined), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.
Page 1
INTRODUCTION
…
“China” or “PRC” refers to the People’s Republic of China;
…
“Hong Kong” or “HK” or “Hong Kong S.A.R.” are to the Hong Kong Special Administrative Region of the PRC;
…
Pages 4-5
Doing Business in China
…
Risks and uncertainties arising from the legal system in mainland China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in mainland China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Uncertainties in the interpretation and enforcement of laws and regulations in mainland China could limit the legal protections available to you and us.”
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 3
In addition to our operations in mainland China, we have operations in Hong Kong. The operational risks associated with being based in and having operations in mainland China also apply to operations in Hong Kong. While entities and businesses in Hong Kong operate under different sets of laws from mainland China, the legal risks associated with being based in and having operations in mainland China could apply to our operations in Hong Kong, if the laws applicable to mainland China become applicable to entities and businesses in Hong Kong in the future.
We believe that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. A judgment of a court in the United States predicated upon U.S. federal or state securities laws may been forced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (i) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (ii) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong judgment. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 4
As of the date of this annual report, our business operations in Hong Kong do not fall within the scope of the laws and regulations currently effective in Hong Kong regarding data security and we believe that data security laws and regulations in Hong Kong have no impact on our business operations in Hong Kong. However, new laws or regulations related to data security in Hong Kong may be enacted or promulgated in the future, or the scope of our business operations in Hong Kong may change in the future, and such laws and regulations may have a material impact on our business in Hong Kong. As of the date of this annual report, regulatory actions related to data security or anti-monopoly concerns in Hong Kong do not have a material impact on our ability to conduct business, accept foreign investment in the future, continue to list on a United States stock exchange or maintain our listing status on the Hong Kong Stock Exchange. However, new regulatory actions related to data security or anti-monopoly concerns in Hong Kong may be taken in the future, and such regulatory actions may have a material impact on our ability to conduct business, accept foreign investment, continue to list on a United States stock exchange or maintain our listing status on the Hong Kong Stock Exchange. For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China.”
Under the PRC Enterprise Income Tax Law, dividends paid by a foreign invested entity to any of its foreign non-resident enterprise investors are subject to a 10% withholding tax. Thus, the dividends, if and when payable by our subsidiaries in mainland China to their respective shareholders established in Hong Kong, would be subject to a 10% withholding tax. A lower tax rate will be applied if such foreign non-resident enterprise investor’s jurisdiction of incorporation has entered into a tax treaty or arrangement with mainland China for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income.
Page 7
Our Holding Company Structure
…
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 5
(1) The remaining 10% shares of Miniso Vietnam Limited Liability Company is held by an individual distributor in Vietnam.
(2) The remaining shares of PT. Miniso Lifestyle Trading Indonesia is held by PT. Mitra Retail Indonesia and PT. Yar Noor International as to 20% and 13%, respectively.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 6
Page 115
C. Organizational Structure
…
(1) The remaining 10% shares of Miniso Vietnam Limited Liability Company is held by an individual distributor in Vietnam.
(2) The remaining shares of PT. Miniso Lifestyle Trading Indonesia is held by PT. Mitra Retail Indonesia and PT. Yar Noor International as to 20% and 13%, respectively.
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.
In response to the Staff’s comment, the Company respectfully proposes to include the following revised disclosure (page reference is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown in strikethrough and additions underlined), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 7
Pages 4-5
Doing Business in China
A substantial portion of our business operations are conducted in China and we face various risks and uncertainties related to doing business in China. We are subject to complex and evolving PRC laws and regulations in mainland China. For example, we face risks associated with regulatory approvals on offshore offerings and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or be worthless. For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China.”
PRC government’s significant authority in regulating our operations and its oversight over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. For example, the PRC Data Security Law and the PRC Personal Information Protection Law in 2021 posed additional challenges to our cybersecurity and data privacy compliance. The Cybersecurity Review Measures issued by the Cyberspace Administration of China, or the CAC and several other governmental authorities in mainland China in December 2021, as well as the Administration Regulations on Cyber Data Security (Draft for Comments) published by the CAC for public comments in November 2021, resulted in uncertainties and potential additional restrictions on China-based overseas-listed companies like us. If the detailed rules, implementations, or the enacted version of the draft measures mandate clearance of cybersecurity review and other specific actions to be completed by us, we will face uncertainties as to whether such clearance can be timely obtained, the failure of which may subject us to penalties, which could materially and adversely affect our business and results of operations and the price of the ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Failure to protect personal or confidential information against security breaches could subject us to significant reputational, financial and legal consequences and substantially harm our business and results of operations” for additional details.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 8
Furthermore, anti-monopoly regulators in mainland China have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations. There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. If any non-compliance is identified by relevant authorities, we may be subject to fines and other penalties. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Mainland China’s M&A Rules and certain other regulations establish compl
Show Raw Text
CORRESP
1
filename1.htm
MINISO
Group holding limited
8F, M Plaza, No.
109, Pazhou Avenue
Haizhu District,
Guangzhou 510000 Guangdong Province
The People’s
Republic of China
December 13, 2023
VIA EDGAR
Mr. Robert
Shapiro
Mr. Doug Jones
Mr. Austin Pattan
Mr. Andrew Mew
Ms. Rebekah Reed
Mr. Dietrich King
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE:
MINISO Group Holding Limited (the “Company”)
Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2023
Filed on October 19, 2023
File No. 001-39601
Dear Mr. Shapiro,
Mr. Jones, Mr. Pattan, Mr. Mew, Ms. Reed and Mr. King:
This letter sets
forth the Company’s response to the comments contained in the letter dated November 29, 2023 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F
for the fiscal year ended June 30, 2023 filed with the Commission on October 19, 2023 (the “2023 Form 20-F”). The
Staff’s comments are repeated below in bold and followed by the Company’s responses thereto. All capitalized terms used but
not defined in this letter shall have the meaning ascribed to such terms in the 2023 Form 20-F.
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;
· 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.
Division
of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 2
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.
In response to the Staff’s
comment, the Company respectfully proposes to include the following revised disclosure (page reference is made to the 2023 Form 20-F
to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown in strikethrough and
additions underlined), subject to updates and adjustments to be made in connection with any material development of the subject matter
being disclosed.
Page 1
INTRODUCTION
…
“China”
or “PRC” refers to the People’s Republic of China;
…
“Hong Kong”
or “HK” or “Hong Kong S.A.R.” are to the Hong Kong Special Administrative Region of the PRC;
…
Pages 4-5
Doing Business in
China
…
Risks
and uncertainties arising from the legal system in mainland China, including risks and uncertainties regarding the enforcement
of laws and quickly evolving rules and regulations in mainland China, could result in a material adverse change in our operations
and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business
in China—Uncertainties in the interpretation and enforcement of laws and regulations in mainland China could limit the legal
protections available to you and us.”
Division
of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 3
In
addition to our operations in mainland China, we have operations in Hong Kong. The operational risks associated with being based in and
having operations in mainland China also apply to operations in Hong Kong. While entities and businesses in Hong Kong operate under different
sets of laws from mainland China, the legal risks associated with being based in and having operations in mainland China could apply
to our operations in Hong Kong, if the laws applicable to mainland China become applicable to entities and businesses in Hong Kong in
the future.
We
believe that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts
obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United
States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers
predicated upon the securities laws of the United States or any state in the United States. A judgment of a court in the United States
predicated upon U.S. federal or state securities laws may been forced in Hong Kong at common law by bringing an action in a Hong Kong
court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided
that the foreign judgment, among other things, is (i) for a debt or a definite sum of money (not being taxes or similar charges to a
foreign government taxing authority or a fine or other penalty), and (ii) final and conclusive on the merits of the claim, but not otherwise.
Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the
judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong
Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong
judgment. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty
as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil
liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory
within the United States.
Division
of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 4
As
of the date of this annual report, our business operations in Hong Kong do not fall within the scope of the laws and regulations currently
effective in Hong Kong regarding data security and we believe that data security laws and regulations in Hong Kong have no impact on
our business operations in Hong Kong. However, new laws or regulations related to data security in Hong Kong may be enacted or promulgated
in the future, or the scope of our business operations in Hong Kong may change in the future, and such laws and regulations may have
a material impact on our business in Hong Kong. As of the date of this annual report, regulatory actions related to data security or
anti-monopoly concerns in Hong Kong do not have a material impact on our ability to conduct business, accept foreign investment in the
future, continue to list on a United States stock exchange or maintain our listing status on the Hong Kong Stock Exchange. However, new
regulatory actions related to data security or anti-monopoly concerns in Hong Kong may be taken in the future, and such regulatory actions
may have a material impact on our ability to conduct business, accept foreign investment, continue to list on a United States stock exchange
or maintain our listing status on the Hong Kong Stock Exchange. For a detailed description of risks related to doing business in China,
please refer to risks disclosed under “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China.”
Under
the PRC Enterprise Income Tax Law, dividends paid by a foreign invested entity to any of its foreign non-resident enterprise investors
are subject to a 10% withholding tax. Thus, the dividends, if and when payable by our subsidiaries in mainland China to their respective
shareholders established in Hong Kong, would be subject to a 10% withholding tax. A lower tax rate will be applied if such foreign non-resident
enterprise investor’s jurisdiction of incorporation has entered into a tax treaty or arrangement with mainland China for the avoidance
of double taxation and the prevention of fiscal evasion with respect to taxes on income.
Page 7
Our
Holding Company Structure
…
Division
of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 5
(1) The
remaining 10% shares of Miniso Vietnam Limited Liability Company is held by an individual
distributor in Vietnam.
(2) The
remaining shares of PT. Miniso Lifestyle Trading Indonesia is held by PT. Mitra Retail Indonesia
and PT. Yar Noor International as to 20% and 13%, respectively.
Division
of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 6
Page 115
C. Organizational
Structure
…
(1) The
remaining 10% shares of Miniso Vietnam Limited Liability Company is held by an individual
distributor in Vietnam.
(2) The
remaining shares of PT. Miniso Lifestyle Trading Indonesia is held by PT. Mitra Retail Indonesia
and PT. Yar Noor International as to 20% and 13%, respectively.
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.
In response to the Staff’s
comment, the Company respectfully proposes to include the following revised disclosure (page reference is made to the 2023 Form 20-F
to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown in strikethrough and
additions underlined), subject to updates and adjustments to be made in connection with any material development of the subject matter
being disclosed.
Division of Corporation
Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 7
Pages 4-5
Doing Business in
China
A
substantial portion of our business operations are conducted in China and we face various risks and uncertainties related to doing business
in China. We are subject to complex and evolving PRC laws and regulations in mainland China. For example, we
face risks associated with regulatory approvals on offshore offerings and oversight on cybersecurity and data privacy, which may impact
our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks
could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability
to continue to offer securities to investors, or cause the value of such securities to significantly decline or be worthless.
For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 3.D. Key Information—Risk
Factors—Risks Related to Doing Business in China.”
PRC
government’s significant authority in regulating our operations and its oversight over offerings conducted overseas by, and foreign
investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities
to investors. For example, the PRC Data Security Law and the PRC Personal Information Protection Law in 2021 posed additional challenges
to our cybersecurity and data privacy compliance. The Cybersecurity Review Measures issued by the Cyberspace Administration of China,
or the CAC and several other governmental authorities in mainland China in December 2021, as well as the Administration Regulations
on Cyber Data Security (Draft for Comments) published by the CAC for public comments in November 2021, resulted in uncertainties
and potential additional restrictions on China-based overseas-listed companies like us. If the detailed rules, implementations, or the
enacted version of the draft measures mandate clearance of cybersecurity review and other specific actions to be completed by us, we
will face uncertainties as to whether such clearance can be timely obtained, the failure of which may subject us to penalties, which
could materially and adversely affect our business and results of operations and the price of the ADSs. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Business and Industry—Failure to protect personal or confidential information against security
breaches could subject us to significant reputational, financial and legal consequences and substantially harm our business and results
of operations” for additional details.
Division
of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 13, 2023
Page 8
Furthermore,
anti-monopoly regulators in mainland China have promulgated new anti-monopoly and competition laws and regulations and strengthened the
enforcement under these laws and regulations. There remain uncertainties as to how the laws, regulations and guidelines recently promulgated
will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition,
results of operations and prospects. If any non-compliance is identified by relevant authorities, we may be subject to fines and other
penalties. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Mainland China’s
M&A Rules and certain other regulations establish compl