SecProbe.io

September 29, 2025
Eason Zhang
Chief Financial Officer
MINISO Group Holding Limited
8F, M Plaza, No. 109
Pazhou Avenue
Haizhu District, Guangzhou 510000
Guangdong Province, PRC
Re:MINISO Group Holding Limited
Form 20-F for Fiscal Year Ended December 31, 2024
File No. 001-39601
Dear Eason Zhang:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

September 16, 2025
Eason Zhang
Chief Financial Officer
MINISO Group Holding Limited
8F, M Plaza, No. 109
Pazhou Avenue
Haizhu District, Guangzhou 510000
Guangdong Province, PRC
Re:MINISO Group Holding Limited
Form 20-F for Fiscal Year Ended December 31, 2024
File No. 001-39601
Dear Eason Zhang:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
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.

September 16, 2025
Page 2
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
February 22, 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
File No. 001-39601
Dear Jingjing Zhang:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Haiping Li

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

February 1, 2024

VIA EDGAR

Mr. Robert Shapiro

Mr. Doug Jones

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, Ms. Reed
and Mr. King:

This
letter sets forth the Company’s response to the comments contained in the letter dated January 18, 2024 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”) and the Company’s response to the Staff’s comments
regarding the 2022 Form 20-F submitted on December 13, 2023. 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 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.

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 further revisions shown in bold on top of the proposed disclosure in the Company’s prior
response), 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 2

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.”

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 3

There
are relevant laws and regulations in Hong Kong regarding data security, such as the Personal Data (Privacy) Ordinance and the Unsolicited
Electronic Messages Ordinance, which impose obligations regarding the collection and handling of personal data in Hong Kong. As
of the date of this annual report, our business operations in Hong Kong do not engage in any collection of personal data. As such,
we believe that 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. Were we to engage in a collection of personal data or other activities in Hong Kong that fall within the
scope of the relevant data security laws and regulations, we would have to ensure compliance with such laws and regulations, and any
violation thereof could result in a material adverse impact on our business, financial condition, and results of operations. However
In addition, 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 new
laws and regulations may also have a material impact on our business in Hong Kong.

Our
business operations in Hong Kong are also subject to the Competition Ordinance in Hong Kong, which prohibits anti-competitive agreements,
abuse of market power and anti-competitive mergers and acquisitions. As of the date of this annual report, no issues relating to the
Competition Ordinance or our compliance with the Competition Ordinance have resulted in any material impact on our ability to conduct
business. We are not now nor have ever been a party to any inquiries or investigations relating to the Competition Ordinance.

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.”

Pages 38 – 39

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.

…

    Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission
 December 13, 2023
 Page 4

We are
constantly in the process of evaluating the potential impact of the PRC Cyber Security Law, the Data Security Law, the Personal Information
Protection Law and other laws, regulations and policies relating to cybersecurity, privacy, data protection and information security
on our current business practices. All these laws and regulations may result in additional expenses and obligations to us and subject
us to negative publicity, which could harm our reputation and negatively affect the trading price of the ADSs. We expect that these areas
will receive greater public scrutiny and attention from regulators and more frequent and rigid investigation or review by regulators,
which may increase our compliance costs and subject us to heightened risks and challenges. Despite our efforts to comply with applicable
laws, regulations and other obligations relating to cybersecurity, privacy, data protection and information security, it is possible
that our practices, offerings or services could fail to meet all of the requirements imposed on us by such laws, regulations or obligations.
We have not experienced any material breaches of any of our cybersecurity measures and we have not been subject to any penalties, fines,
suspensions, or investigations from the CAC. However, as uncertainties remain with respect to the interpretation and implementation of
these laws, regulations and policies regarding cybersecurity, privacy, data protection and information security and how these laws, regulations
and policies will be implemented in practice, we cannot assure you that we will comply with such laws, regulations and policies and we
may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. Any failure or perceived failure
to comply with these laws, regulations or policy may result in inquiries and other proceedings or actions against us by governmental
authorities, users, consumers or others, such as warnings, fines, penalties, required rectifications, service suspension or removal of
mobile apps from the relevant app stores and/or other sanctions, as well as negative publicity and damage to our reputation, which could
cause us to lose customers and business partners and have an adverse effect on our business and results of operations.

There
are relevant laws and regulations in Hong Kong regarding data security, such as the Personal Data (Privacy) Ordinance and the Unsolicited
Electronic Messages Ordinance, which impose obligations regarding the collection and handling of personal data in Hong Kong. As of the
date of this annual report, our business operations in Hong Kong do not engage in any collection of personal data. As such, we believe
that 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.
Were we to engage in a collection of personal data or other activities in Hong Kong that fall within the scope of the relevant data security
laws and regulations, we would have to ensure compliance with such laws and regulations, and any violation thereof could result in a
material adverse impact on our business, financial condition, and results of operations. In addition, new laws or regulations related
to data security in Hong Kong may be enacted or promulgated in the future, and such new laws and regulations may also have a material
impact on our business in Hong Kong.

…

    Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission
 December 13, 2023
 Page 5

 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 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.

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 further revisions shown in bold on top of the proposed disclosure in the Company’s prior
response), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

Pages 4 – 5

Doing Business in China

…

The
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.,
including without limitation, challenges in discharging our extra responsibilities in relation to establishing data security management
systems for our entire operational process, organizing education and training sessions on data security, employing corresponding technical
and other necessary measures to safeguard data security, formulating internal management systems and operating procedures, adopting corresponding
security technical measures, and preventing unauthorized access as well as breach, tampering, or loss of personal information.
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 and the Administration Regulations on
Cyber Data Security (Draft for Comments) published by the CAC for public comments in November 2021,
also resulted in uncertainties and potential additional restrictions on China-based overseas-listed companies like us.
For example, uncertainty exists as to the final form of the draft regulations and how the Cybersecurity Review Measures and the final
promulgated version of the draft regulations may be interpreted or implemented and whether the PRC regulatory agencies, including the
CAC, may adopt new regulations or detailed implementation ru

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

 FirstName LastNameJingjing Zhang
 Comapany NameMINISO Group Holding Ltd
 January 18, 2024 Page 2
 FirstName LastNameJingjing Zhang
MINISO Group Holding Ltd
January 18, 2024
Page 2
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.

 FirstName LastNameJingjing Zhang
 Comapany NameMINISO Group Holding Ltd
 January 18, 2024 Page 3
 FirstName LastName
Jingjing Zhang
MINISO Group Holding Ltd
January 18, 2024
Page 3
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

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

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;

 FirstName LastNameJingjing Zhang
 Comapany NameMINISO Group Holding Ltd
 November 29, 2023 Page 2
 FirstName LastNameJingjing Zhang
MINISO Group Holding Ltd
November 29, 2023
Page 2
•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

 FirstName LastNameJingjing Zhang
 Comapany NameMINISO Group Holding Ltd
 November 29, 2023 Page 3
 FirstName LastNameJingjing Zhang
MINISO Group Holding Ltd
November 29, 2023
Page 3
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"

 FirstName LastNameJingjing Zhang
 Comapany NameMINISO Group Holding Ltd
 November 29, 2023 Page 4
 FirstName LastNameJingjing Zhang
MINISO Group Holding Ltd
November 29, 2023
Page 4
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.

 FirstName LastNameJingjing Zhang
 Comapany NameMINISO Group Holding Ltd
 November 29, 2023 Page 5
 FirstName LastNameJingjing Zhang
MINISO Group Holding Ltd
November 29, 2023
Page 5
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).

 FirstName LastNameJingjing Zhang
 Comapany NameMINISO Group Holding Ltd
 November 29, 2023 Page 6
 FirstName LastNameJingjing Zhang
MINISO Group Holding Ltd
November 29, 2023
Page 6
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

CORRESP
1
filename1.htm

CORRESP

 PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

 SHU
DU *

 ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 JONATHAN B. STONE *

PALOMA P. WANG

 ◆
(ALSO ADMITTED IN ENGLAND & WALES)

 * (ALSO
ADMITTED IN NEW YORK)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

 SKADDEN, ARPS, SLATE, MEAGHER & FLOM

世達國際律師事務所

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852)
3740-4700

 FAX: (852) 3740-4727

www.skadden.com

 AFFILIATE OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 October 14, 2020

VIA EDGAR

 Mr. Daniel Morris

Ms. Lilyanna Peyser

 Mr. Robert Shapiro

Ms. Lyn Shenk

 Division of Corporation Finance

Office of Trade & Services

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 MINISO Group Holding Limited (Registration No. 333-248991)

 Dear Mr. Morris, Ms. Peyser, Mr. Shapiro and Ms. Shenk:

On behalf of our client, MINISO Group Holding Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith amendment No. 3 (the “Amendment No. 3”) to the Company’s registration statement on Form F-1 initially filed on
September 23, 2020 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”).

Concurrently with the filing of the Amendment No. 3, the Company is hereby in this letter setting forth the Company’s response to
the comment contained in the letter from the staff of the Commission (the “Staff”) dated October 14, 2020. The Staff’s comment is repeated below in bold and is followed by the Company’s response. We have included page
references in the Amendment No. 3 where the language addressing the comment appears.

 Securities and Exchange Commission

October 14, 2020

 Page 2

 Exhibits

1.
 We note your revisions to sections 7.7 and 24 of Exhibit 4.3. Please revise your disclosure in the risk
factor entitled “Your rights to pursue claims...” at page 73 of the registration statement to disclose, as noted in your revised language at pages 37 and A-24 of the exhibit, that the company has a
duty to submit claims under the deposit agreement to arbitration, as provided in Section 7.6, and the right to commence an action to compel that arbitration, or to enter judgment upon or to enforce an award by the arbitrators, in any court
having jurisdiction over an action of that kind.

 In response to the Staff’s comment, the Company has revised
the disclosure on page 74 of the Amendment No. 3.

*        *        *

 2

 If you have any questions regarding the Registration Statement, please contact the
undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com, or Jenny Peng, partner at KPMG Huazhen LLP, by phone at +86 20-3813-8822 or via email at
jenny.peng@kpmg.com. KPMG Huazhen LLP is the independent registered public accounting firm of the Company.

Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Guofu Ye, Chairman of the Board of Directors and Chief Executive Officer, MINISO Group Holding Limited

 Steven Zhang, Director and Chief Financial Officer, MINISO Group Holding Limited

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Shuang Zhao, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP

Jenny Peng, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
October 14, 2020
Steven Zhang
Chief Financial Officer
MINISO Group Holding Ltd
25F, Heye Plaza, No.486, Kangwang Middle Road
Liwan District, Guangzhou 510140, Guangdong Province
The People’s Republic of China
Re:MINISO Group Holding Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed October 13, 2020
File No. 333-248991
Dear Mr. Zhang:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1 filed October 13, 2020
Exhibits
1.We note your revisions to sections 7.7 and 24 of Exhibit 4.3. Please revise your disclosure
in the risk factor entitled "Your rights to pursue claims..." at page 73 of the registration
statement to disclose, as noted in your revised language at pages 37 and A-24 of the
exhibit, that the company has a duty to submit claims under the deposit agreement to
arbitration, as provided in Section 7.6, and the right to commence an action to compel that
arbitration, or to enter judgment upon or to enforce an award by the arbitrators, in any
court having jurisdiction over an action of that kind.

 FirstName LastNameSteven Zhang
 Comapany NameMINISO Group Holding Ltd
 October 14, 2020 Page 2
 FirstName LastName
Steven Zhang
MINISO Group Holding Ltd
October 14, 2020
Page 2
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Z. Julie Gao

CORRESP
1
filename1.htm

Issuer Acceleration Request

 October 9, 2020

VIA EDGAR

 Mr. Daniel Morris

Ms. Lilyanna Peyser

 Mr. Robert Shapiro

Ms. Lyn Shenk

 Division of Corporation Finance

Office of Trade & Services

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:

MINISO Group Holding Limited (CIK No. 0001815846)

Registration Statement on Form F-1 (File No. 333-248991)

Registration Statement on Form 8-A (File No. 001-39601)

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, MINISO Group Holding Limited (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be
accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on October 14, 2020, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934,
covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the
F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be
making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S.
counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 The Company understands that the representatives of the underwriters, on behalf of the
prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

[Signature page follows]

Very truly yours,

MINISO Group Holding Limited

By:

 /s/ Guofu Ye

Name:

Guofu Ye

Title:

Chairman of the Board of Directors and Chief Executive Officer

 [Signature Page to Issuer Acceleration Request]

CORRESP
1
filename1.htm

Underwriters Acceleration Request

 Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

 2 Queen’s Road Central

Hong Kong

 BofA Securities, Inc.

One Bryant Park

 New York, NY 10036

United States

 as representatives of the
underwriters

 VIA EDGAR

October 9, 2020

 Mr.
Daniel Morris

 Ms. Lilyanna Peyser

Mr. Robert Shapiro

 Ms. Lyn Shenk

 Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

 Washington,
D.C. 20549

Re:

 MINISO Group Holding Limited (the “Company”)

Registration Statement on Form F-1, as amended (File No. 333-248991)

Registration Statement on Form 8-A (File No. 001-39601)

 Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00
p.m., Eastern Time on October 14, 2020, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between October 8, 2020 and the date hereof, copies of the Company’s preliminary prospectus dated October 7, 2020 were distributed as
follows:

 More than 2,510 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

Goldman Sachs (Asia) L.L.C.

 BofA Securities, Inc.

as representatives of the underwriters

 Goldman Sachs (Asia) L.L.C.

By:

 /s/ Wei Cai

Name:

Wei Cai

Title:

Managing Director

 [Signature page to Acceleration Request]

 BofA Securities, Inc.

By:

 /s/ Michele A.H. Allong

Name:

Michele A.H. Allong

Title:

AUTHORIZED SIGNATORY

 [Signature page to Acceleration Request]

United States securities and exchange commission logo
October 6, 2020
Steven Zhang
Chief Financial Officer
MINISO Group Holding Ltd
25F, Heye Plaza, No.486, Kangwang Middle Road
Liwan District, Guangzhou 510140, Guangdong Province
The People’s Republic of China
Re:MINISO Group Holding Ltd
Registration Statement on Form F-1
Filed September 23, 2020
File No. 333-248991
Dear Mr. Zhang:
            We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 Filed September 23, 2020
Forum selection provisions in our post-offering memorandum, page 71
1.We note your response to prior comment 2.  Given the bracketed language contained in
this risk factor discussion, it is not clear to the staff whether the depositary agreement will
contain exclusive forum provisions.  If so, the third sentence of the risk factor should be
revised to clarify that questions of enforceability are not limited to the companies'
organizational documents. As such, please revise here and under the risk factor entitled
"Your rights to pursue claims against the depositary " to include an appropriate discussion
of the enforceability of exclusive forum provisions in the deposit agreement.  In addition,

 FirstName LastNameSteven Zhang
 Comapany NameMINISO Group Holding Ltd
 October 6, 2020 Page 2
 FirstName LastNameSteven Zhang
MINISO Group Holding Ltd
October 6, 2020
Page 2
please revise both risk factors to state unequivocally that investors may not waive
compliance with federal securities laws and the rules and regulations thereunder. In this
regard, we note that the second-to-last sentence in the risk factor entitled "Forum selection
provisions in our post-offering memorandum" might be considered ambiguous as to
whether it is possible for an investor to waive compliance with federal securities laws.
We are entitled to amend the deposit agreement, page 72
2.Please expand this risk factor to explain how you will notify investors if you and the
depositary agree to amend the deposit agreement.
Our Supplier Network, page 131
3.We note your response to prior comment 1. It is unclear if you rely on agreements with
suppliers to maintain your 8,000 SKUs and to launch 100 new SKUs per week.  If you
rely on agreements, please describe the material terms of your agreements with key
suppliers.  If you do not, please revise to clarify.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm, page General
4.Please have your independent registered public accounting firm provide reference to
the financial statements of MINISO Group Holding Limited and the date of their auditor's
report in their consent.
Exhibits
5.Please revise Exhibit 5.1 to eliminate inappropriate, readily ascertainable, and/or
verifiable assumptions (such as Section 2.4).  Also, counsel may examine such documents
as it deems appropriate to render its opinion but may not limit its opinion to certain
documents; please revise Section 1 to clarify that counsel has examined all other
documents as it has deemed necessary to render its opinion.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameSteven Zhang
 Comapany NameMINISO Group Holding Ltd
 October 6, 2020 Page 3
 FirstName LastName
Steven Zhang
MINISO Group Holding Ltd
October 6, 2020
Page 3
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Z. Julie Gao

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM

 PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

 CHRISTOPHER W. BETTS

GEOFFREY CHAN –

SHU DU –

ANDREW L. FOSTER –

CHI T. STEVE KWOK –

EDWARD H.P. LAM«
–

 HAIPING LI –

RORY MCALPINE «

JONATHAN B. STONE –

PALOMA P. WANG

« (ALSO ADMITTED
IN ENGLAND & WALES)

 – (ALSO
ADMITTED IN NEW YORK)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

October 7, 2020

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 VIA EDGAR

Mr. Daniel Morris

 Ms. Lilyanna Peyser

Mr. Robert Shapiro

 Ms. Lyn Shenk

Division of Corporation Finance

 Office of Trade &
Services

 U.S. Securities and Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549

Re:
 MINISO Group Holding Limited (Registration No. 333-248991)

Dear Mr. Morris, Ms. Peyser, Mr. Shapiro and Ms. Shenk:

On behalf of our client, MINISO Group Holding Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith amendment No. 1 (the “Amendment No. 1”) to the Company’s registration statement on Form F-1 filed on
September 23, 2020 (the “Registration Statement”) containing a preliminary prospectus with the estimated offering size and price range and certain exhibits via EDGAR with the Securities and Exchange Commission (the
“Commission”).

 Concurrently with the filing of the Amendment No. 1, the Company is hereby in this letter setting
forth the Company’s response to the comments contained in the letter from the staff of the Commission (the “Staff”) dated October 6, 2020. The Staff’s comments are repeated below in bold and are followed by the
Company’s response. We have included page references in the Amendment No. 1 where the language addressing the comment appears.

 Securities and Exchange Commission

October 7, 2020

  Page
 2

 To facilitate the Staff’s review, we will separately deliver to the Staff today four
courtesy copies of the Amendment No. 1, marked to show changes to the Registration Statement, as well as two copies of the filed exhibits.

The Company respectfully advises the Commission that the Company plans to request that the Commission declare the effectiveness of the
Company’s registration statement on Form F-1 on or about October 14, 2020, and will file the joint acceleration requests in time before the requested effective time. The Company would greatly
appreciate the Commission’s continuing assistance and support in meeting the proposed timetable for the offering.

 Forum selection provisions
in our post-offering memorandum, page 71

1.
 We note your response to prior comment 2. Given the bracketed language contained in this risk factor
discussion, it is not clear to the staff whether the depositary agreement will contain exclusive forum provisions. If so, the third sentence of the risk factor should be revised to clarify that questions of enforceability are not limited to the
companies’ organizational documents. As such, please revise here and under the risk factor entitled “Your rights to pursue claims against the depositary “ to include an appropriate discussion of the enforceability of exclusive forum
provisions in the deposit agreement. In addition, please revise both risk factors to state unequivocally that investors may not waive compliance with federal securities laws and the rules and regulations thereunder. In this regard, we note that the second-to-last sentence in the risk factor entitled “Forum selection provisions in our post-offering memorandum” might be considered ambiguous as to whether it is
possible for an investor to waive compliance with federal securities laws.

 In response to the Staff’s comment,
the Company has revised the disclosure on pages 72, 73 and 74 of the Amendment No. 1.

 We are entitled to amend the deposit agreement, page 72

2.
 Please expand this risk factor to explain how you will notify investors if you and the depositary agree to
amend the deposit agreement.

 In response to the Staff’s comment, the Company has revised the disclosure on page
73 of the Amendment No. 1.

 2

 Securities and Exchange Commission

October 7, 2020

  Page
 3

 Our Supplier Network, page 131

3.
 We note your response to prior comment 1. It is unclear if you rely on agreements with suppliers to maintain
your 8,000 SKUs and to launch 100 new SKUs per week. If you rely on agreements, please describe the material terms of your agreements with key suppliers. If you do not, please revise to clarify.

In response to the Staff’s comment, the Company has revised the disclosure on page 132 of the Amendment No. 1 to clearly state that
the Company does not rely on agreements with suppliers to maintain its vast portfolio of SKUs and frequently launch a sizeable number of new SKUs.

Exhibit 23.1

 Consent of Independent
Registered Public Accounting Firm, page General

4.
 Please have your independent registered public accounting firm provide reference to the financial statements
of MINISO Group Holding Limited and the date of their auditor’s report in their consent.

 The Company
respectfully advises the Staff that the Company’s independent registered public accounting firm has revised its consent to reflect the Staff’s comments by providing reference to the financial statements of MINISO Group Holding Limited and
the date of the auditor’s report in the consent. The Company has filed the revised consent as Exhibit 23.1 to the Amendment No. 1.

Exhibits

5.
 Please revise Exhibit 5.1 to eliminate inappropriate, readily ascertainable, and/or verifiable assumptions
(such as Section 2.4). Also, counsel may examine such documents as it deems appropriate to render its opinion but may not limit its opinion to certain documents; please revise Section 1 to clarify that counsel has examined all other
documents as it has deemed necessary to render its opinion.

 The Company respectfully advises the Staff that the
Company’s Cayman Islands counsel has revised its opinion to reflect the Staff’s comments by deleting the assumption in Section 2.4 and revising Section 1. The Company has filed the revised opinion as Exhibit 5.1 to the Amendment
No. 1.

 *    *     *

 3

 If you have any questions regarding the Registration Statement, please contact the
undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com, or Jenny Peng, partner at KPMG Huazhen LLP, by phone at +86 20-3813-8822 or via email at
jenny.peng@kpmg.com. KPMG Huazhen LLP is the independent registered public accounting firm of the Company.

Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Guofu Ye, Chairman of the Board of Directors and Chief Executive Officer,

MINISO Group Holding Limited

Steven Zhang, Director and Chief Financial Officer,

MINISO Group Holding Limited

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Shuang Zhao, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP

Jenny Peng, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
September 22, 2020
Steven Zhang
Chief Financial Officer
MINISO Group Holding Ltd
25F, Heye Plaza, No.486, Kangwang Middle Road
Liwan District, Guangzhou 510140, Guangdong Province
The People’s Republic of China
Re:MINISO Group Holding Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted September 11, 2020
CIK No. 0001815846
Dear Mr. Zhang:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement Submitted on September 11, 2020
Our Supplier Network, page 128
1.Please revise to disclose the information about maintaining your SKU portfolio that was
provided in the second paragraph of your supplemental response to prior comment 7.
Exclusive Forum, page 162
2.We note that your amended and restated articles of association include an exclusive
federal forum provision for actions arising under the Securities Act. Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits

 FirstName LastNameSteven Zhang
 Comapany NameMINISO Group Holding Ltd
 September 22, 2020 Page 2
 FirstName LastName
Steven Zhang
MINISO Group Holding Ltd
September 22, 2020
Page 2
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. Therefore, please revise here, and add appropriate risk factor
disclosure elsewhere, to discuss the risks to investors associated with this provision and
uncertainty as to enforceability of this provision, and to disclose that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder. In addition, please disclose whether the provision applies to claims arising
under the Exchange Act; in this regard, we note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder.
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Z. Julie Gao

CORRESP
1
filename1.htm

CORRESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

 PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

 SHU
DU *

 ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 JONATHAN B. STONE *

PALOMA P. WANG

 ◆
(ALSO ADMITTED IN ENGLAND & WALES)

 * (ALSO
ADMITTED IN NEW YORK)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

 世達國際律師事務所

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

September 23, 2020

 AFFILIATE OFFICES

----------

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 ----------

BEIJING

 BRUSSELS

FRANKFURT

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 VIA EDGAR

 Mr. Daniel
Morris

 Ms. Lilyanna Peyser

 Mr. Robert Shapiro

Ms. Lyn Shenk

 Division of Corporation Finance

Office of Trade & Services

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Re: MINISO Group Holding Ltd (CIK No. 0001815846)

Dear Mr. Morris, Ms. Peyser, Mr. Shapiro and Ms. Shenk:

On behalf of our client, MINISO Group Holding Ltd, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated September 22, 2020 on the Company’s amendment No. 2 to draft registration statement on Form F-1 confidentially submitted on September 11, 2020 (the “Draft Registration Statement”). The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement (as defined below) where the language addressing a particular comment appears.
Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

 Securities and Exchange Commission

September 23, 2020

  Page
 2

 Concurrently with the submission of this letter, the Company is filing herewith the
registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Commission.

 In
addition to addressing the comments contained in the Staff’s letter dated September 22, 2020, the Company has updated the Registration Statement to (i) include its unaudited quarterly consolidated financial statements of profit or
loss for each of the eight quarters from July 1, 2018 to June 30, 2020, and (ii) reflect other recent developments.

 To
facilitate the Staff’s review, we will separately deliver to the Staff four courtesy copies of the Registration Statement, marked to show changes to the Draft Registration Statement, as well as two copies of the filed exhibits.

In accordance with the Jumpstart Our Business Startups Act, as amended, the Company is, concurrently with the Registration Statement, filing
the draft registration statement and all amendments thereto that were previously submitted for the non-public review of the Staff.

 The
Company plans to file an amendment to the Registration Statement containing a preliminary prospectus with estimated price range and offering size, and launch the road show for the offering as soon as possible but not earlier than 15 days after the
date hereof. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

Comments in Letter Dated September 22, 2020

Our Supplier Network, page 128

1.
 Please revise to disclose the information about maintaining your SKU portfolio that was provided in the
second paragraph of your supplemental response to prior comment 7.

 In response to the Staff’s comment, the
Company has revised the disclosure on page 131 of the Registration Statement.

 2

 Securities and Exchange Commission

September 23, 2020

  Page
 3

 Exclusive Forum, page 162

2.
 We note that your amended and restated articles of association include an exclusive federal forum provision
for actions arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. Therefore, please revise here, and add appropriate risk factor disclosure elsewhere, to discuss the risks to investors associated with this provision and uncertainty as to enforceability of this provision, and to disclose
that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, please disclose whether the provision applies to claims arising under the Exchange Act; in this regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

In response to the Staff’s comment, the Company has revised the disclosure on pages 71, 72 and 165 of the Registration Statement.

*        *        *

 3

 If you have any questions regarding the Registration Statement, please contact the
undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com, or Jenny Peng, partner at KPMG Huazhen LLP, by phone at +86 20-3813-8822 or via email at jenny.peng@kpmg.com. KPMG Huazhen LLP is the independent registered public
accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:

Guofu Ye, Chairman of the Board of Directors and Chief Executive Officer, MINISO Group Holding Ltd

Steven Zhang, Director and Chief Financial Officer, MINISO Group Holding Ltd

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Shuang Zhao, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP

Jenny Peng, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
September 8, 2020
Steven Zhang
Chief Financial Officer
MINISO Group Holding Ltd
25F, Heye Plaza, No.486, Kangwang Middle Road
Liwan District, Guangzhou 510140, Guangdong Province
The People’s Republic of China
Re:MINISO Group Holding Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted August 21, 2020
CIK No. 0001815846
Dear Mr. Zhang:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No.1 to Draft Registration Statement on Form F-1 Submitted on August 21, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Store Network Expansion in China
Globalization Strategy, page 87
1.You disclose increases in your store network in China and your international store
expansion through the MINISO Retail Partner franchisee model and distributors through
March 31, 2020.  Please update your discussion to reflect the impact of the COVID-19

 FirstName LastNameSteven Zhang
 Comapany NameMINISO Group Holding Ltd
 September 8, 2020 Page 2
 FirstName LastNameSteven Zhang
MINISO Group Holding Ltd
September 8, 2020
Page 2
pandemic on the expansion of stores in China and your international store network.
Please also comply with this comment on pages 115 and 121.  Refer to Item 303(a)(3)(i)
through (iii) of Regulation S-K.
Business, page 110
2.We note your response to prior comment 13. Please rfurther revise to disclose the other
material provisions of your franchising agreements such as term and termination.  In
addition, describe the financial requirements necessary to qualify as a franchisee and
whether your competitors provide financing to their franchisees.
Frequently-refreshed Product Assortment with Universal Appeal, page 112
3.Please revise your disclosure to clarify, as explained in your response to prior comment
11, that your co-branding arrangements are not a material source of your revenue.
Deepen Consumer Engagement and Drive Omni-channel Experience, page 116
4.We note your supplemental response to prior comment 12 in which you explain the
meaning of the term "omni-channel" and state that you do not expect this strategy to have
an adverse effect on the profitability of you or your franchisees.  Please revise this section
to included the information contained in your response.
Product Design Capabilities, page 118
5.We note your response to prior comment 14.  If material, please quantify the aggregate
fees paid to Design Academy members, the fixed fee rate and percentage of sales paid to
Design Academy team members, the cap on the service fee, the size of the bonus when
product performance exceeds a certain threshold, and how the performance threshold is
determined.
License Agreement, page 123
6.We note your response to prior comment 15.  Please revise to highlight the differences
between the Retail Partner model and the distributor model.  In this regard, we note that
local distributors have the right to establish MINISO stores in certain territories.  Please
also clarify your statement that you "license our local distributors to use our intellectual
property rights in the licensed territories in a manner pursuant to the license agreements."
It is not clear what this disclosure means.
Our Supplier Network, page 124
7.We note your response to prior comment 16 and re-issue in part.  Please describe the basis
for your disclosure that your supply chain is best in class.  In addition, please tell us how
your agreements are structured to be consistent with your philosophy of maintaining a
core of 8,000 SKUs and launching 100 new and presumably shorter-lived SKUs every
seven days. Lastly, describe the terms of your material agreements with key suppliers.

 FirstName LastNameSteven Zhang
 Comapany NameMINISO Group Holding Ltd
 September 8, 2020 Page 3
 FirstName LastName
Steven Zhang
MINISO Group Holding Ltd
September 8, 2020
Page 3
Technology Capabilities, page 127
8.In your response to prior  comment 17, you note that certain areas of store operation are
standardize while otheres are in the franchisee's discretion.  Please revise your disclosure
to include the information contained in the second sentence of your response.
Audited Financial Statements for the Years Ended June 30, 2020 and 2019
Note 2. Significant Accounting Policies
Note 2(f). Inventories, page F-18
9.We note in your response to comment 22. Please consider revising note 2(f) to clarify the
responsibilities for absorbing inventory losses by the company and your franchisees.
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Z. Julie Gao

United States securities and exchange commission logo
August 13, 2020
Steven Zhang
Chief Financial Officer
MINISO Group Holding Ltd
25F, Heye Plaza, No.486, Kangwang Middle Road
Liwan District, Guangzhou 510140, Guangdong Province
The People’s Republic of China
Re:MINISO Group Holding Ltd
Draft Registration Statement on Form F-1
Submitted July 17, 2020
CIK No. 0001815846
Dear Mr. Zhang:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Filed July 17, 2020
Prospectus Summary
Overview, page 1
1.Please revise your summary to clarify that investors will have ownership in a holding
company that does not directly own all of its operations in China. Please also disclose in
the summary that you rely on dividends and other distributions on equity paid by your
PRC subsidiaries for your cash and financing requirements, including the funds necessary
to pay dividends.

 FirstName LastNameSteven Zhang
 Comapany NameMINISO Group Holding Ltd
 August 13, 2020 Page 2
 FirstName LastName
Steven Zhang
MINISO Group Holding Ltd
August 13, 2020
Page 2
2.Please revise your disclosure to clearly state that your network of over 4,200 MINISO
stores are not all self-operated stores.  Please also revise here and in your table at the
bottom of page 110 to separately quantify the number of self-operated stores and those
operated by third-parties such as franchised stores and distributor stores.
3.To avoid giving undue prominence to GMV, which we assume to be gross merchandise
value, please precede its disclosure with disclosure of your revenue or your revenue from
product sales in self-operated stores and to franchisees and distributors.
4.Please disclose here, as you do on page 54, that there will be a concentration of ownership
post-offering that will limit the ability of prospective investors in this offering to influence
the company and corporate decisions. In addition, please clarify whether the company will
be a "controlled company" under the definition of the applicable stock exchange after the
offering and, if so, provide appropriate disclosure here and in the risk factors section.
5.Throughout the registration statement, you use the terms pioneering, distinguished,
differentiated, and other similar terms, to describe your company's business model.  Please
revise to support these claims that your franchising model and your growth strategy,
which is based in significant part on increasing the number of franchisees, should be
considered unique.
Conventions that Apply to this Prospectus, page 6
6.You disclose that “GMV” is the total value of all merchandise sold by you and your retail
partners and distributors, including the VAT and tax surcharges paid, regardless of
whether the merchandise is returned.  Please clarify for us whether GMV includes sales
taxes collected from customers.  In this regard, we note that revenue excludes value added
tax or other sales taxes and is after deduction of any sales rebates and sales returns.

To the extent that your basis for determining GMV differs from "sales of lifestyle
products" as currently presented on page F-33 other than due to net product sales revenue
recognized by your third-party store operators, please explain to us the nature of the
differences and why it is appropriate to present GMV and sales of lifestyle products on
different bases.
Any lack of requisite approvals, page 35
7.Please revise your disclosure to clarify whether your "WonderLife" brand franchising
operations are now compliant with PRC law. If they are not, please revise to clarify the
following:

•when you expect to bring your operations into compliance and when you will learn
whether the PRC government will impose penalties for your non-compliance;
•whether all income generated by you and your franchisees from the start of
operations until your compliance date would be subject to seizure; and

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•whether RMB500,000 is the maximum aggregate fine for your company or,
alternatively, whether fines may be levied per franchisee or per violation such that the
total fines may exceed that amount.

In addition, please disclose the anticipated cost and effect on your operations of relocating
your two directly owned China MINISO stores, if material.
We are entitled to amend the deposit agreement, page 61
8.We note that this risk factor and the ensuing risk factors in this section contain bracketed
language relating to the deposit agreement.  It appears that the language has been
bracketed because the terms of the agreement have not been determined.  Please note that
we will not comment on this disclosure until the terms of the agreement have been
established and the agreement is filed as an exhibit to the registration statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of COVID-19, page 79
9.We note that, as a result of COVID-19, your revenue generated "from the PRC decreased
by 2.4% from RMB4,796.4 million in the nine months ended March 31, 2019 to
RMB4,679.4 million in the nine months ended March 31, 2020."  If material, please
provide similar disclosure for the impact of COVID-19 on your revenue generated from
overseas operations.
Results of Operations, page 84
10.Please disclose why your income taxes represent a significant portion of your profit before
tax.
Frequently-refreshed Product Assortment, page 103
11.If material, explain the significance of co-branding campaigns to your overall results of
operations and describe the material terms of your standard co-branding agreements.
Please file any material agreements as exhibits.
Deepen Consumer Engagement and Drive Omni-channel Experience , page 106
12.Explain the meaning of the term "omni-channel" and how you expect this strategy to
affect the profitability of your franchisees and the company.  In this regard, we note that
an increase in the number of channels may increase profitability for the parent at the
expense of profitability for the franchisee.
Our Business Model, page 107
13.Please disclose the franchise fees, ongoing royalty percentages and commissions payable
by your franchisees, as well as other material terms of your franchise agreements,

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including term and termination provisions.  In addition, please provide a detailed
discussion of your arrangements to provide financing to franchisees including, the typical
amount financed, whether the financing agreements are mandatory, the typical repayment
timeframe for these loans and the incidence of default. Please also make corresponding
revisions to your summary disclosure.
Product Design and Development, page 108
14.Please describe your product design capabilities in greater detail, including the nature and
scope of your reliance on the Design Academy, the manner in which the Design Academy
integrates the work of independent designers, the extent to which your sales consist of
products designed by your Design Academy and those designed by third-parties, and the
nature of any agreements with these third-parties.
Our Store Network, page 111
15.Please revise, where appropriate, to describe the material terms, including term and
termination, of your license and product sales agreements with your local distributors.
File any material agreements as exhibits to the registration statement.
Our Supply Chain, page 112
16. You describe your supply chain as best-in-class.  Please revise your disclosure to describe
the different steps in your supply chain and the nature of your material relationships with
these suppliers.  For instance, please tell us how your agreements are structured to be
consistent with your philosophy of maintaining a core of 8,000 SKUs and launching 100
new and presumably shorter-lived SKUs every seven days. In addition, revise to define
the term SKU at first usage.  Please also disclose any manufacturer discounts or other
incentives.
Technology Capabilities, page 114
17.Please expand your discussion of your smart-store features to explain how the use of
technology allows you to customize the shopper experience.  In this regard, it is unclear
which elements of your store model are flexible and which are not.
Regulation, page 118
18.We note your disclosure in this section.  Please add risk factor disclosure regarding
uncertainties that may exist with respect to the interpretation of the PRC Foreign
Investment Law, if material. In addition, please revise this section to discuss the effects of
the various regulations on your business with a view to understanding how the regulations
are applicable to you.

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Compensation of Directors and Executive Officers, page 132
19.Please update your executive compensation disclosure to reflect information as of the end
of the most recently completed fiscal year.
Principal and Selling Shareholders, page 134
20.Please reconcile the percentage of shares held by Mr. Guafo Ye and Ms.Yunyun Yang to
the total number and percentage of shares beneficially owned.  The total percentage of the
beneficial shares owned by Mr. Ye and Ms. Yang do not add to the total percentage of
shares held by the Directors and Officers.  In footnote (4), please explain to us and clarify
which shares are beneficially held by Mr. Ye and Ms. Yang in the MINOSO Group.  It
appears only the 257,849,197 common shares held by YYY MC LIMITED are owned by
Ms. Yang with the remainder beneficially owned by Mr. Ye.
Note 2. Significant Accounting Policies
2(f) Inventories, page F-17
21.We note from your filing that you retain store inventory ownership at third-party operated
stores before final sale to consumers in exchange for a pre-agreed portion of sales
proceeds.  Please tell us how you perform physical counts on inventory not in your
possession.
22.In note 2(f) you disclose that the amount of any write-down of inventories to net realizable
value and all losses of inventories are recognized as an expense in the period the write-
down or loss occurs.   In note 2(q) you disclose that the franchisees are responsible for the
placement, physical custody and condition of the merchandise that they have selected after
the deliveries are accepted in stores.  Please clarify who bears the cost of shrink of your
inventory held at third-party store operators.
Financial Statements
Note 6. Revenue
(i) Disaggregation of Revenue, page F-33
23.We note from your accounting policy disclosure on page F-22 that revenue includes:

•retail sales in self-operated stores
•product sales to franchisees
•sales to distributors
•sales-based royalties from franchisees and distributors.

Given that your customer classes are different in retail sales in self-operated stores than
in product sales to franchisees and distributors, please disaggregate  "sales of lifestyle
products" in the table on F-33 between retail sales in self-operated stores and product sales

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to franchisees and distributors.  Please also disaggregate "License fees, sales-based
royalties, and sales-based management and consultation service fees" to separately
quantify sales-based royalties.
Audited Consolidated Financial Statements for the Year Ended June 30, 2019
Notes to the Consolidated Financial Statements
Note 1. General Information, reorganization and basis of presentation
1.2 Reorganization and basis of presentation
(b) Reorganization of the Overseas Business, page F-75
24.Please explain to us the accounting for the reorganization of the overseas business in
which MINISO HK acquired the equity interests of the Overseas Entities for aggregate
consideration of approximately RMB 133,394,000 in December 2018, and MINISO HK
subsequently became an intermediate holding company of the subsidiaries conducting the
'Overseas Business'.  In your response, please explain to us the accounting rationale for
this transaction which resulted in the recognition of a 'Merger Reserve' disclosed in Note
26(b) on page F-54, which is presented as component of stockholders' equity.
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Z. Julie Gao