Correspondence 0001104659-25-093502 from MINISO Group Holding Ltd (MNSO)
MINISO Group Holding Ltd
Date: Sept. 26, 2025 · CIK: 0001815846 · Accession: 0001104659-25-093502
AI Filing Summary & Sentiment
File numbers found in text: 001-39601
Referenced dates: September 16, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Washington, D.C. 20549 Re: MINISO Group Holding Limited (the “Company”) Form 20-F for the Year Ended December 31, 2024 File No. 001-39601
Dear Mr. Shapiro and Mr. Jones:
This letter sets forth the Company’s response to the comment contained in the letter dated September 16, 2025 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on April 24, 2025 (the “2024 Form 20-F”). The Staff’s comment is repeated below in bold and is followed by the Company’s response thereto. All capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the 2024 Form 20-F.
Form 20-F for Fiscal Year Ended December 31, 2024
Consolidated Statements of Changes in Equity, page F-7
1. Please explain to us the basis in accounting guidance in IFRS for presenting cash dividends declared and paid during each period presented as a reduction from additional paid-in capital rather than retained earnings.
The Company respectfully submits that in accordance with IFRS guidance (IAS 1, paragraph 107), an entity is required to present, either in the statement of changes in equity or in the notes, the amount of dividends recognized as distributions to owners during the period and the related amount of dividends per share. This standard does not impose any restriction on the source from which cash dividends are paid.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
September 26, 2025
Page 2
The Company is incorporated in the Cayman Islands and complies with Cayman Islands law and the Company’s memorandum and articles of association (“M&AA”) with respect to corporate matters such as dividends. Pursuant to the Companies Act (As Revised) of the Cayman Islands and the Company’s currently effective M&AA, it is permitted for the Company to declare and pay cash dividends out of either profit or the share premium account (i.e., additional paid-in capital). The board of directors of the Company approved the relevant cash dividend in March 2025 to be funded from additional paid-in capital, as the Company had negative retained earnings at the time. Accordingly, the cash dividend was presented as a reduction from additional paid-in capital, as disclosed in Note 22(d) to the consolidated financial statements of the Company for the year ended December 31, 2024.
* * *
If you have any additional questions or comments regarding the 2024 Form 20-F, please contact the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740 4835 or haiping.li@skadden.com, and Shu Du of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740 4858 or shu.du@skadden.com.
Sincerely yours,
MINISO Group Holding Limited
Show Raw Text
CORRESP
1
filename1.htm
MINISO GROUP HOLDING LIMITED
8F, M Plaza, No. 109
Pazhou Avenue
Haizhu District, Guangzhou 510000
Guangdong Province, PRC
September 26, 2025
VIA EDGAR
Mr. Robert Shapiro
Mr. Doug Jones
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”)
Form 20-F for the Year Ended December 31, 2024
File No. 001-39601
Dear Mr. Shapiro and Mr. Jones:
This letter sets forth the
Company’s response to the comment contained in the letter dated September 16, 2025 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2024 filed with the Commission on April 24, 2025 (the “2024 Form 20-F”). The
Staff’s comment is repeated below in bold and is followed by the Company’s response thereto. All capitalized terms used but
not defined in this letter shall have the meanings ascribed to such terms in the 2024 Form 20-F.
Form 20-F for Fiscal Year Ended December 31, 2024
Consolidated Statements of Changes in Equity, page F-7
1. Please explain to us the basis in accounting guidance in IFRS for presenting cash dividends declared
and paid during each period presented as a reduction from additional paid-in capital rather than retained earnings.
The Company respectfully submits
that in accordance with IFRS guidance (IAS 1, paragraph 107), an entity is required to present, either in the statement of changes in
equity or in the notes, the amount of dividends recognized as distributions to owners during the period and the related amount of dividends
per share. This standard does not impose any restriction on the source from which cash dividends are paid.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
September 26, 2025
Page 2
The Company is incorporated
in the Cayman Islands and complies with Cayman Islands law and the Company’s memorandum and articles of association (“M&AA”)
with respect to corporate matters such as dividends. Pursuant to the Companies Act (As Revised) of the Cayman Islands and the Company’s
currently effective M&AA, it is permitted for the Company to declare and pay cash dividends out of either profit or the share premium
account (i.e., additional paid-in capital). The board of directors of the Company approved the relevant cash dividend in March 2025
to be funded from additional paid-in capital, as the Company had negative retained earnings at the time. Accordingly, the cash dividend
was presented as a reduction from additional paid-in capital, as disclosed in Note 22(d) to the consolidated financial statements
of the Company for the year ended December 31, 2024.
* * *
If you have any additional questions or comments
regarding the 2024 Form 20-F, please contact the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher &
Flom LLP, at +852 3740 4835 or haiping.li@skadden.com, and Shu Du of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740 4858
or shu.du@skadden.com.
Sincerely yours,
MINISO Group Holding Limited
By:
/s/ Jingjing Zhang
Name: Jingjing Zhang
Title: Chief Financial
Officer
cc: Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Shu Du, Esq., Partner, Skadden, Arps, Slate,
Meagher & Flom LLP
Ming Chung, Partner, KPMG Huazhen LLP