名创优品补交6-K披露2026年二季度及中期业绩，收入增长但Q2亏损和调整利润下滑已在8月28日首发

----- tm2624284d1_6k.htm -----
6-K
1
tm2624284d1_6k.htm
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-39601
MINISO Group Holding Limited
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Exhibit Index
Exhibit 99.1 —
Press Release — MINISO Group Announces 2026 June Quarter and Interim Unaudited Financial Results
Exhibit 99.2 —
Announcement with the Stock Exchange of Hong Kong Limited — Inside Information — Unaudited Financial Results for the Three
Months and Six Months Ended June 30, 2026
Exhibit 99.3 —
Announcement with the Stock Exchange of Hong Kong Limited — Interim Results Announcement for the Six Months Ended June 30, 2026
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MINISO Group Holding Limited
By
:
/s/Jingjing Zhang
Name
:
Jingjing Zhang
Title
:
Chief Financial Officer
Date: August 31, 2026

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EX-99.1
2
tm2624284d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
MINISO Group Announces 2026 June Quarter and
Interim Unaudited Financial Results
Group Revenue Grew by 22.4% YoY in 26H1
MINISO Chinese Mainland Delivered 26.2% YoY
Growth, the Highest First-half Growth Rate in Three Years, Powered by Mid-single Digit SSSG
(1)
MINISO North America Delivered 37.0% YoY Revenue
Growth, with Mid-single Digit SSSG
(1)
Diluted Earnings Per ADS Grew by 8.2% YoY
Net Cash from Operating Activities Grew by
45.5% YoY
26H1 Returned RMB1,309.8 Million to Shareholders,
Surpassing Adjusted Net Profit
(2)
Excluding FX
(3)
GUANGZHOU, China, August 28, 2026 /PRNewswire/
-- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“
MINISO
”, “
MINISO Group
” or the “
Company
”),
a global high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs, today announced
its unaudited financial results for the three months and six months ended June 30, 2026 (“
26Q2
” and “
26H1
”,
respectively).
26H1 Selected Financial Information
For the six
months ended June 30,
Year-over-
2025
2026
year
(Unaudited)
(Unaudited)
(“
YoY
”)
Item
RMB
million
RMB
million
US$
million
change
Revenue
9,393.1
11,498.9
1,694.7
22.4
%
Gross profit
4,156.9
5,093.7
750.7
22.5
%
Operating profit
1,545.9
1,639.9
241.7
6.1
%
Adjusted
operating profit
(2)
excluding FX
(3)
1,550.8
1,628.6
240.0
5.0
%
Profit for the period
906.0
956.6
141.0
5.6
%
Earnings
per American Depositary Share (“
ADS
”)
-Basic earnings per ADS (RMB and US$)
2.96
3.16
0.47
6.8
%
-Diluted earnings per ADS (RMB and
US$)
2.92
3.16
0.47
8.2
%
Adjusted
net profit
(2)
excluding FX
(3)
1,242.9
1,221.6
180.0
(1.7
)%
Adjusted
EBITDA
(2)
2,187.6
2,255.5
332.4
3.1
%
Net cash from operating activities
1,014.2
1,475.4
217.4
45.5
%
Store Network Expansion
As of June 30, 2026, the Company’s total
store count reached 8,674, representing a net increase of 769 YoY and 189 YTD
(4)
.
·
MINISO Brand:
totaled 8,309 stores (up 697 YoY and 158 YTD
(4)
), driven by:
·
Chinese
Mainland:
4,665 stores (up 360 YoY and 97 YTD
(4)
).
·
Overseas
Markets:
3,644 stores (up 337 YoY and 61 YTD
(4)
).
·
TOP TOY Brand:
totaled
365 stores (up 72 YoY and 31 YTD
(4)
).
1
The following table provides a breakdown of the Company’s store
network and its changes on a YoY and YTD
(4)
basis. About 48.4% of new MINISO stores in the past twelve months were located
in overseas markets.
As of
June
30,
2025
December 31, 2025
June
30,
2026
YoY
YTD
(4)
Number of stores on group level
7,905
8,485
8,674
769
189
Number of MINISO stores
7,612
8,151
8,309
697
158
Chinese mainland
4,305
4,568
4,665
360
97
—
Directly
operated stores
20
18
15
(5
)
(3
)
—
Stores
operated under Retail Partner model
4,258
4,522
4,624
366
102
—
Stores
operated under distributor model
27
28
26
(1
)
(2
)
Overseas markets
3,307
3,583
3,644
337
61
—
Directly
operated stores
579
700
795
216
95
—
Stores
operated under Retail Partner model
425
432
439
14
7
—
Stores
operated under distributor model
2,303
2,451
2,410
107
(41
)
Number of TOP TOY stores
293
334
365
72
31
Chinese mainland
283
304
317
34
13
—
Directly
operated stores
33
35
33
-
(2
)
—
Stores
operated under Retail Partner model
250
269
284
34
15
Overseas markets
10
30
48
38
18
—
Directly
operated stores
5
15
30
25
15
—
Stores
operated under Retail Partner model
-
4
4
4
-
—
Stores
operated under distributor model
5
11
14
9
3
Mr. Guofu Ye, Founder, Chairman and CEO of MINISO,
commented, “Despite a challenging consumer environment in the domestic market during 26H1, we are pleased to see that MINISO Chinese
mainland delivered a standout performance, with revenue growing 26.2% YoY, our fastest first-half growth rate in the past three years,
driven by mid-single-digit SSSG. MINISO overseas markets grew 14.9% YoY, while TOP TOY grew 32.7% YoY."
"Beyond the financial performance, we would
also like to share our progress on proprietary IP and membership operations. YOYO, launched just one year ago, achieved monthly sales
exceeding RMB100 million in both June and July 2026 and completed its first crossover collaboration with a world-class IP, evolving into
an IP asset capable of engaging and co-creating with international IPs on equal footing. Members of MINISO Chinese mainland grew 31.0%
YoY to about 130 million, contributing 77.4% of local sales; in the United States, our members grew 107.1% YoY to about 5.8 million,
contributing 60.1% of local sales. Our membership program highlighted strong user retention, cementing the foundation for sustainable
commercialization and long-term brand equity. On the global front, we celebrated our market entry into Switzerland in 26Q2, extending
our global footprint to accumulative 113 countries and regions, while TOP TOY officially entered the United States and Taiwan, China,
further elevating its global presence.”
2
“Moving forward, MINISO will keep focusing
on its dual drivers: IP and large-format stores. We aim to unlock deep brand equity via our IP ecosystem and reshape retail experiences
through large-format stores. Guided by long-termism, we balance global expansion with high-quality localization. Powered by operational
resilience, MINISO will create enduring, cycle-defying value for global stakeholders.” Mr. Ye continued.
Mr. Eason Zhang, CFO of MINISO, commented, "During
26H1, revenue on group level grew by 22.4%. Adjusted operating profit excluding FX grew 5.0% YoY to RMB1,628.6 million. Net cash generated
from operating activities reached RMB1,475.4 million, while adjusted net profit excluding FX was RMB1,221.6 million in the same period,
demonstrating strong resilience and robust operational cash flow generation of our business."
"Our capital allocation initiatives were
highlighted by share repurchase of RMB517.6 million deployed by the Company in 26H1, accounting for more than 90% of full-year repurchase
amount of 2025. Furthermore, in June 2026, the Board approved 2026 share repurchase program of up to HK$2.0 billion, alongside an automatic
share repurchase plan, enabling continued buyback execution even during blackout periods across both Hong Kong and the U.S. markets,
underscoring our disciplined capital deployment, and reaffirmed our unwavering confidence in MINISO Group’s intrinsic value.
We have returned a total of RMB1.31 billion to
shareholders by cash dividends and share repurchases, accounting for 121% of the adjusted net profit for 26H1, which far exceeded the
50% payout ratio per our current dividend policy. Looking ahead, our capital allocation strategy will continue to balance our high-growth
trajectory with our commitment to delivering stable, predictable returns to our shareholders." Mr. Zhang concluded.
Financial Results for 26H1
Revenue
was RMB11,498.9 million (US$1,694.7
million), representing an increase of 22.4% YoY.
Revenue from MINISO brand increased by 21.6%
YoY to RMB10,513.2 million (US$1,549.5 million), mainly driven by (i) an increase of 26.2% in revenue from Chinese mainland, powered
by its mid-single digit SSSG
(1)
, and (ii) an increase of 14.9% in revenue from overseas markets, with low-single-digit decline
in same-store GMV. Overseas markets revenue contributed 38.6% of revenue from MINISO brand, compared to 40.9% in the same period last
year.
Revenue from TOP TOY brand
(5)
increased
by 32.7% YoY to RMB984.6 million (US$145.1 million).
For more information on the composition and YoY
change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales
was RMB6,405.2 million (US$944.0
million), representing an increase of 22.3% YoY.
Gross profit
was RMB5,093.7 million (US$750.7
million), representing an increase of 22.5% YoY.
3
Gross margin
was 44.3%, flat year over
year. The current-period margin included a benefit of about 0.6% from tariff refunds. The Company estimated more benefit in the coming
quarters of about US$4.1 million.
Selling and distribution (“S&D”)
expenses
were RMB3,045.0 million (US$448.8 million), representing an increase of 39.6% YoY. Excluding share-based compensation (“
SBC
”)
expenses, S&D expenses were RMB2,961.5 million (US$436.5 million), representing an increase of 36.7% YoY.
As a percentage of revenue, S&D expenses
excluding SBC stood at 25.8% in 26H1, compared with 23.1% in the same period last year. This 2.7-percentage-point YoY increase was the
main driver for the corresponding YoY decline in adjusted net profit margin excluding FX
(3)
.
The YoY expenses increase as percentages of revenue
were broken down as follows: a 1.0-percentage-point rise in depreciation and amortization and rental expenses for directly-operated stores;
a 0.5-percentage-point uptick in promotion and advertising expenses; a 0.5-percentage-point increase in licensing expenses, reflecting
the Company’s strategic investments in IP development to build foundations for future growth; and an approximate 0.4-percentage-point
increase in payroll expenses excluding SBC, largely attributable to overseas operations. Logistics expenses as a percentage of revenue
remained stable at around 1.7%, flat YoY.
General and administrative expenses
were
RMB590.9 million (US$87.1 million), representing an increase of 17.3% YoY. Excluding SBC expenses, general and administrative expenses
were RMB550.8 million (US$81.2 million), representing an increase of 15.5% YoY. The YoY increase was primarily due to the increase in
personnel-related expenses in relation to the growth of the Company’s business.
Other net income
was RMB196.7 million
(US$29.0 million), compared to RMB98.2 million in the same period last year. The YoY increase was mainly due to an unrealized mark-to-market
gain of RMB277.4 million (US$40.9 million) arising from fair value changes of an investment in a limited partnership, reflecting its
early stage strategic pre-IPO investment in the AI industry. This was partially offset by a net foreign exchange loss of RMB142.4 million
(US$21.0 million), compared to a net foreign exchange gain of RMB36.6 million in the same period last year.
Operating profit
increased by 6.1% YoY
to RMB1,639.9 million (US$241.7 million), compared with RMB1,545.9 million in the same period last year.
Operating margin
was 14.3%, compared with
16.5% in the same period last year.
Adjusted operating profit
(2)
was
RMB1,486.2 million (US$219.0 million), compared with RMB1,587.4 million in the same period last year. If excluding FX
(3)
,
it would have been RMB1,628.6 million (US$240.0 million), representing an increase of 5.0% YoY.
Adjusted operating margin
(2)
was
12.9%, compared with 16.9% in the same period last year. If excluding FX
(3)
, it would have been 14.2%.
Net finance costs
were RMB212.0 million
(US$31.2 million), compared to RMB128.4 million in the same period last year. The YoY change was mainly attributable to the decrease
in interest income as a result of decreased principal in bank deposit, and increased finance costs. The increase in finance costs was
mainly due to (i) increased interest expenses on lease liabilities in line with the Company’s investment in directly operated stores;
(ii) increased interest expenses in relation to the equity linked securities issued by the Company in 2025 (the “
Equity Linked
Securities
”), and (iii) increased interest expenses mainly attributable to a borrowing in connection with the acquisition of
the equity interest in Yonghui Superstores Co., Ltd * (
永輝超市股份有限公司
)
(“
Yonghui
”). Both (ii) and (iii) are excluded in non-IFRS financial measures
(2)
and the increases were
driven by the full-period recognition of interest in 26H1 versus a pro-rated portion in the prior-year period.
4
Share of profit of equity-accounted investees,
net of tax
was RMB57.8 million (US$8.5 million), compared to a share of loss of RMB138.9 million in the same period last year. The
YoY improvement was primarily attributable to the Company's share of profit in Yonghui of RMB60.3 million (US$8.9 million), compared
to a share of loss in the prior-year period. This reflected Yonghui's return to profitability in 26H1, driven by its ongoing store-remodeling
program, strengthened private-label merchandise portfolio, and improved gross margin and operating expense discipline, as disclosed in
Yonghui's 2026 interim report. The share of profit in Yonghui has been excluded in the Company's non-IFRS financial measures
(2)
,
as it relates to the operating results of an associated company rather than the underlying performance of MINISO’s own business.
Changes in fair value of redemption liabilities
were RMB47.4 million (US$7.0 million), which was a non-cash loss arising from preferred shares issued by TOP TOY in connection with
its strategic financing in 2025 and has been excluded in non-IFRS financial measures
(2)
.
Other expenses
were RMB141.3 million (US$20.8
million), representing a non-cash loss from fair value change of certain derivative under mark-to-market impact, which was in relation
to the Equity Linked Securities and has been excluded in non-IFRS financial measures
(2)
.
Effective tax rate
was 26.2%, compared
to 24.1% in the same period last year.
Adjusted effective tax rate
(2)
was 24.8%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 18.4% in the same period last year.
The YoY increase mainly reflected the tax effect of net foreign exchange loss and loss from certain subsidiaries of the Company.
Profit for the period
increased 5.6% YoY
to RMB956.6 million (US$141.0 million), compared to RMB906.0 million in the same period last year. The YoY increase was primarily attributable
to the following factors: (i) the unrealized mark-to-market gain of RMB277.4 million (US$40.9 million) from fair value changes of an
investment in a limited partnership investing in the AI industry, and (ii) RMB60.3 million (US$8.9 million) share of profit from its
investment in Yonghui. Such positive contributions were partially offset by the following factors: (i) higher S&D expenses compared
with the prior-year period, (ii) net foreign exchange loss of RMB142.4 million (US$21.0 million), reversing the net foreign exchange
gain of RMB36.6 million recorded in the same period last year, (iii) increased net finance costs explained above, and (iv) a loss arising
from changes in fair value of redemption liabilities arising from preferred shares issued by TOP TOY in connection with its strategic
financing in 2025.
Net profit margin
was 8.3%, compared to
9.6% in the same period last year.
Adjusted net profit
(2)
was
RMB1,079.1 million (US$159.0 million), compared to RMB1,279.5 million in the same period last year. If excluding FX
(3)
, it
would have been RMB1,221.6 million (US$180.0 million), compared to RMB1,242.9 million in the same period last year.
Adjusted net margin
(2)
was
9.4%, compared to 13.6% in the same period last year. If excluding FX
(3)
, it would have been 10.6%, compared to 13.2% in the
same period last year.
Adjusted EBITDA
(2)
increased
by 3.1% YoY to RMB2,255.5 million (US$332.4 million).
5
Adjusted EBITDA margin
(2)
was
19.6%, compared to 23.3% in the same period last year.
Basic earnings per ADS
was RMB3.16 (US$0.47),
compared to RMB2.96 in the same period last year, representing an increase of 6.8% YoY.
Diluted earnings per ADS
was RMB3.16 (US$0.47),
compared to RMB2.92 in the same period last year, representing an increase of 8.2% YoY.
Adjusted basic and diluted earnings per ADS
(2)
were both RMB3.56 (US$0.52), compared to both RMB4.16 in the same period last year.
Cash position
(6)
, which was
the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits and other investments recorded
as current assets, was RMB7,394.2 million (US$1,089.8 million) as of June 30, 2026, compared to RMB7,087.9 million as of December 31,
2025.
Net cash from operating activities
was RMB1,475.4 million (US$217.4
million) for 26H1, with a cash conversion ratio
(7)
of 1.4. Capital expenditure was RMB724.6 million (US$106.8 million) and
free cash flow was RMB750.8 million (US$110.6 million).
Financial Results for 26Q2
Revenue
was RMB5,810.5 million (US$856.4
million), representing an increase of 17.0% YoY.
Revenue from MINISO brand increased by 17.0%
to RMB5,339.8 million (US$787.0 million), driven by (i) an increase of 22.9% in Chinese mainland, and (ii) an increase of 9.1% in overseas
markets.
Revenue from TOP TOY brand
(5)
increased
by 16.9% to RMB470.1 million (US$69.3 million).
For more information on the composition and YoY
change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales
was RMB3,180.9 million (US$468.8
million), representing an increase of 14.9% YoY.
Gross profit
was RMB2,629.6 million (US$387.6
million), representing an increase of 19.6% YoY.
Gross margin
was 45.3%, compared to 44.3%
in the same period last year. The current-period margin included a benefit of about 1.2% from tariff refunds in 26Q2.
S&D expenses
were RMB1,574.1 million
(US$232.0 million), representing an increase of 35.7% YoY. Excluding SBC expenses, S&D expenses were RMB1,566.8 million (US$230.9
million), representing an increase of 35.7% YoY.
As a percentage of revenue, S&D expenses
excluding SBC stood at 27.0% in 26Q2, compared with 23.2% in the same period last year. This 3.8-percentage-point YoY increase was the
main driver for the corresponding YoY decline in adjusted net profit margin excluding FX
(3)
.
General and administrative expenses
were
RMB293.7 million (US$43.3 million), representing an increase of 12.3% YoY. Excluding SBC expenses, general and administrative expenses
were RMB286.0 million (US$42.2 million), representing an increase of 13.7% YoY.
6
Other net loss
was RMB625.2 million (US$92.1
million), compared to an income of RMB77.4 million in the same period last year. The YoY change was mainly due to (i) an unrealized mark-to-market
loss of RMB597.2 million (US$88.0 million) arising from fair value changes of an investment in a limited partnership, reflecting its
early stage strategic pre-IPO investment in the AI industry, and (ii) a net foreign exchange loss of RMB59.9 million (US$8.8 million),
compared with a net exchange gain of RMB35.0 million in the same period last year.
Operating profit
was RMB118.5 million
(US$17.5 million), compared with RMB836.2 million in the same period last year. The decrease in operating profit was mainly due to (i)
an unrealized mark-to-market loss of RMB597.2 million (US$88.0 million) from fair value changes of an investment in a limited partnership
investing in the AI industry, (ii) increased S&D expenses, and (iii) net foreign exchange loss of RMB59.9 million (US$8.8 million),
compared to the net foreign exchange gain of RMB35.0 million in the same period last year.
Operating margin
was 2.0%, compared with
16.8% in the same period last year.
Adjusted operating profit
(2)
was
RMB730.7 million (US$107.7 million), compared with RMB852.6 million in the same period last year. If excluding FX, it would have been
RMB790.6 million (US$116.5 million), representing a decrease of 3.3% YoY.
Adjusted operating margin
(2)
was
12.6%, compared with 17.2% in the same period last year. If excluding FX, it would have been 13.6%, compared to 16.5% in the same period
last year.
Net finance costs
were RMB108.0 million
(US$15.9 million), compared to RMB79.4 million in the same period last year.
Share of loss of equity-accounted investees,
net of tax
was RMB20.4 million (US$3.0 million), compared to RMB136.9 million in the same period last year.
Changes in fair value of redemption liabilities
were RMB25.9 million (US$3.8 million), which was a non-cash loss arising from preferred shares issued by TOP TOY in connection with
its strategic financing in 2025 and has been excluded in non-IFRS financial measures
(2)
.
Other expenses
were RMB90.5 million (US$13.3
million), including a non-cash loss from fair value changes of certain derivative under mark-to-market impact, which was in relation
to the Equity Linked Securities and has been excluded in non-IFRS financial measures
(2)
.
Effective tax rate
was negative 130.8%,
compared to 21.9% in the same period last year. The negative effective tax rate for 26Q2 was driven by the consolidated pre-tax loss,
which was primarily impacted by share of loss in Yonghui and an unrealized mark-to-market loss from fair value changes of an investment
in a limited partnership investing in the AI industry, while income tax expense was recognized on profitable taxable entities within
MINISO Group.
Adjusted effective tax rate
(2)
was 24.7%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 16.5% in the same period last year.
The YoY increase mainly reflected the tax effect of net foreign exchange loss and loss from certain subsidiaries of the Company.
Loss for the period
was RMB291.5 million
(US$43.0 million), compared to a profit for the period of RMB489.5 million in the same period last year. The loss for the period was
mainly attributable to (i) the change in operating profit explained above, and (ii) other expenses of RMB90.5 million (US$13.3 million),
compared to other gain of RMB6.7 million in the same period last year, partially offset by the decrease in share of loss in Yonghui.
7
Net loss margin
was 5.0%, compared with
a net profit margin of 9.9% in the same period last year.
Adjusted net profit
(2)
was
RMB528.6 million (US$77.9 million), compared to RMB692.3 million in the same period last year. If excluding FX
(3)
, it would
have been RMB588.4 million (US$86.7 million), compared to RMB657.3 million in the same period last year.
Adjusted net margin
(2)
was
9.1%, compared to 13.9% in the same period last year. If excluding FX
(3)
, it would have been 10.1%, compared to 13.2% in the
same period last year.
Adjusted EBITDA
(2)
was RMB1,149.8
million (US$169.5 million), flat YoY.
Adjusted EBITDA margin
(2)
was
19.8%, compared to 23.2% in the same period last year.
Basic and diluted loss per ADS
were both
RMB0.96 (US$0.14), compared to both basic and diluted earnings per ADS of RMB1.60 in the same period last year.
Adjusted basic and diluted earnings per ADS
(2)
were both RMB1.76 (US$0.26), compared to RMB2.24 in the same period last year.
Net cash from operating activities
was RMB1,110.2 million (US$163.6
million) for 26Q2, with a cash conversion ratio
(7)
of 2.1. Capital expenditure was RMB454.0 million (US$66.9 million) and
free cash flow was RMB656.2 million (US$96.7 million).
Notes:
(1)
“
SSSG”
refers to the YoY growth of same-store GMV. For overseas markets, to exclude impact from
foreign currency fluctuation, such growth is calculated by translating current period same-store
GMV in foreign currencies using the prior year's monthly average exchange rates. Same-store
GMV represents GMV generated by those MINISO stores that had been open for at least 15 months
prior to the beginning of the relevant comparative period and were in normal operating status
as of the end of each such period.
(2)
See the sections
titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial
Measures” in this press release for more information.
(3)
“FX”
refers to net foreign exchange gain or loss for the periods.
(4)
“YTD”
refers to the six months ended June 30, 2026.
(5)
Revenue from
TOP TOY brand only represents revenue generated from external parties
(6)
“Cash
position” refers to the combined balance of the Company’s cash and cash equivalents,
restricted cash, term deposits with original maturity over three months, and other investments
recorded as current assets.
(7)
“Cash
conversion ratio” refers to the ratio of net cash from operating activities divided
by adjusted net profit for the period.
Conference Call
The Company’s management
will hold an earnings conference call at 5:00 A.M. Eastern Time on Friday, August 28, 2026 (5:00 P.M. Beijing Time on the same day) to
discuss the financial results. Simultaneous interpretation in English will be provided during the conference call. The conference call
can be accessed by the following Zoom link or dialing the following numbers:
8
Access 1
Join Zoom meeting.
Zoom link:
https://zoom.us/j/92213968231?pwd=6BiFT3ctp5uUiNjunNOPuKtKIadH7g.1
Meeting Number: 922 1396 8231
Meeting Passcode: 9896
Access 2
Listeners may access the call
by dialing the following numbers and using the same meeting number and passcode as access 1.
United States:
+1 689 278 1000
(or +1 719 359 4580)
Hong Kong, China:
+852 5803 3730 (or +852
5803 3731)
United Kingdom:
+44 203 481 5237 (or +44
131 460 1196)
France:
+33 1 7037 9729 (or +33
1 7037 2246)
Singapore:
+65 3158 7288 (or +65 3165
1065)
Canada:
+1 438 809 7799 (or +1 204
272 7920)
Access 3
Listeners can also access the
meeting through the Company’s investor relations website at
https://ir.miniso.com/
.
The replay will be available
approximately two hours after the conclusion of the live event at the Company’s investor relations website at
https://ir.miniso.com/
.
About MINISO Group
MINISO Group is a global high-growth value retailer
offering a variety of trendy lifestyle products featuring distinctive IP designs. Since opening our first store in Chinese mainland in
2013, the Company has successfully built two brands – “MINISO” and “TOP TOY”. The Company’s flagship
brand “MINISO” has grown into a globally recognized retail brand that offers a frequently-refreshed assortment of lifestyle
products through an extensive store network worldwide. The Company’s products cover diverse consumer needs and consumers are drawn
to MINISO for our products’ trendiness, creativeness, high quality and affordability. For more information, please visit
https://ir.miniso.com/
.
Exchange Rate
The U.S. dollar (US$) amounts disclosed in this
press release, except for those transaction amounts that were actually settled in U.S. dollars, are presented solely for the convenience
of the readers. The conversion of Renminbi (RMB) into US$ in this press release is based on the exchange rate set forth in the H.10 statistical
release of the Board of Governors of the Federal Reserve System as of June 30, 2026, which was RMB6.7851 to US$1.0000. The percentages
stated in this press release are calculated based on the RMB amounts.
9
Non-IFRS Financial Measures
In evaluating the business, MINISO considers
and uses adjusted operating profit, adjusted operating margin, adjusted effective tax rate, adjusted net profit, adjusted net margin,
adjusted EBITDA, adjusted EBITDA margin, adjusted basic and diluted net earnings per share and adjusted basic and diluted net earnings
per ADS as supplemental measures to review and assess its core business performance. The presentation of these non-IFRS financial measures
is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with
IFRS. MINISO defines adjusted operating profit as operating profit for the period excluding (i) equity-settled share-based payment expenses
and (ii) gain or loss from fair value changes of an investment in a limited partnership investing in the AI industry. MINISO calculates
adjusted operating margin by dividing adjusted operating profit by revenue for the same period. MINISO defines adjusted effective tax
rate as the effective tax rate excluding the tax impact of adjusted items, under non-IFRS financial measures. MINISO defines adjusted
net profit as profit for the period excluding (i) equity-settled share-based payment expenses, (ii) gain or loss from fair value change
of derivatives, (iii) issuance cost of derivatives, (iv) interest expenses related to the Equity Linked Securities and interest expenses
related to the bank loans used for acquisition of the equity interest in Yonghui, (v) share of profit or loss of Yonghui, net of tax,
(vi) changes in fair value of redemption liabilities arising from preferred shares, and (vii) gain or loss from fair value changes of
an investment in a limited partnership investing in the AI industry. MINISO calculates adjusted net margin by dividing adjusted net profit
by revenue for the same period. MINISO defines adjusted EBITDA as adjusted net profit plus (i) depreciation and amortization, (ii) finance
costs excluding interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition
of the equity interest in Yonghui, and (iii) income tax expense. Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue
for the period. MINISO computes adjusted basic and diluted net earnings per ADS by dividing adjusted net profit attributable to the equity
shareholders of the Company by the number of ADSs represented by the number of ordinary shares used in the basic and diluted earnings
per share calculation on an IFRS basis. MINISO computes adjusted basic and diluted net earnings per share in the same way as it calculates
adjusted basic and diluted net earnings per ADS, except that it uses the number of ordinary shares used in the basic and diluted earnings
per share calculation on an IFRS basis as the denominator instead of the number of ADSs represented by these ordinary shares. Starting
from March quarter 2026, to more accurately reflect the Company’s core business performance, the Company has adopted revised definitions
of adjusted operating profit and adjusted net profit by excluding gain or loss from fair value changes of an investment in a limited
partnership investing in the AI industry from the calculation of these items. The Company recorded loss of nil and RMB829.0 thousand,
and gain of RMB25.4 million and RMB53.8 million from fair value changes of an investment in a limited partnership investing in the AI
industry for the three months ended March 31, June 30, September 30, and December 31, 2025, respectively. To ensure comparability, the
Company has retrospectively adjusted its non-IFRS financial measures for prior periods.
MINISO presents these non-IFRS financial measures
because they are used by the management to evaluate its core business performance and formulate business plans. These non-IFRS financial
measures enable the management to assess its core business results without considering the impacts of the aforementioned non-cash and
other adjustment items that MINISO does not consider to be indicative of its core business performance in the future. Accordingly, MINISO
believes that the use of these non-IFRS financial measures provides useful information to investors and others in understanding and evaluating
its core business results in the same manner as the management and board of directors.
These non-IFRS financial measures are not defined
under IFRS and are not presented in accordance with IFRS. These non-IFRS financial measures have limitations as analytical tools. One
of the key limitations of using these non-IFRS financial measures is that they do not reflect all items of income and expense that affect
MINISO’s core business. Further, these non-IFRS financial measures may differ from the non-IFRS information used by other companies,
including peer companies, and therefore their comparability may be limited.
10
These non-IFRS financial measures should not
be considered in isolation or construed as alternatives to operating profit, operating margin, effective tax rate, profit, net profit
margin, basic and diluted earnings per share and basic and diluted earnings per ADS, as applicable, or any other measures of performance
or as indicators of MINISO’s core business performance. Investors are encouraged to review MINISO’s historical non-IFRS financial
measures in light of the most directly comparable IFRS financial measures, as shown below. The non-IFRS financial measures presented
here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled
measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO encourages you
to review its financial information in its entirety and not rely on a single financial measure.
For more information on the non-IFRS financial
measures, please see the table captioned “Reconciliation of Non-IFRS Financial Measures” set forth at the end of this press
release.
Safe Harbor Statement
This announcement contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”,
“anticipate”, “aim”, “estimate”, “intend”, “plan”, “believe”,
“is/are likely to”, “potential”, “continue” or other similar expressions. Among other things, the
quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements.
MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission
(the “
SEC
”) and The Stock Exchange of Hong Kong Limited (the “
HKEX
”), in its annual report to shareholders,
in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about MINISO’s beliefs and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained
in any forward-looking statement, including but not limited to the following: MINISO’s mission, goals and strategies; future business
development, financial conditions and results of operations; the expected growth of the retail market and the market of branded variety
retail of lifestyle products in China and globally; expectations regarding demand for and market acceptance of MINISO’s products;
expectations regarding MINISO’s relationships with consumers, suppliers, Retail Partners, local distributors, and other business
partners; competition in the industry; proposed use of proceeds; and relevant government policies and regulations relating to MINISO’s
business and the industry. Further information regarding these and other risks is included in MINISO’s filings with the SEC and
the HKEX. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes
no obligation to update any forward-looking statement, except as required under applicable law.
Investor Relations Contact:
MINISO Group Holding Limited
Email:
ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
11
MINISO
GROUP HOLDING LIMITED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed
in thousands)
As at
As at
December 31, 2025
June 30, 2026
(Audited)
(Unaudited)
RMB’000
RMB’000
US$’000
ASSETS
Non-current assets
Property, plant and equipment
2,109,385
2,583,756
380,799
Right-of-use assets
5,121,039
5,959,936
878,386
Intangible assets
94,951
225,543
33,241
Goodwill
223,187
210,946
31,090
Deferred tax assets
288,679
320,700
47,265
Other investments
201,727
479,160
70,619
Trade and other receivables
247,511
292,140
43,056
Financial derivative assets
774,103
321,925
47,446
Interests in equity-accounted investees
5,486,648
5,555,912
818,840
14,547,230
15,950,018
2,350,742
Current assets
Other investments
-
100,351
14,790
Inventories
3,691,238
3,544,387
522,378
Trade and other receivables
3,307,129
3,453,949
509,050
Cash and cash equivalents
6,817,129
7,046,857
1,038,578
Restricted cash
54,229
5,931
874
Term deposits
216,567
241,074
35,530
14,086,292
14,392,549
2,121,200
Total assets
28,633,522
30,342,567
4,471,942
12
MINISO
GROUP HOLDING LIMITED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(CONTINUED)
(Expressed
in thousands)
As at
As at
December 31, 2025
June 30, 2026
(Audited)
(Unaudited)
RMB’000
RMB’000
US$’000
EQUITY
Share capital
94
94
14
Additional paid-in capital
2,887,905
2,080,167
306,579
Other reserves
2,232,854
1,771,661
261,111
Retained earnings
5,497,910
6,459,461
952,007
Equity attributable to equity shareholders of the Company
10,618,763
10,311,383
1,519,711
Non-controlling interests
100,508
110,067
16,222
Total equity
10,719,271
10,421,450
1,535,933
LIABILITIES
Non-current liabilities
Contract liabilities
22,418
24,362
3,591
Loans and borrowings
5,415,416
6,287,885
926,720
Other payables
72,586
79,802
11,761
Lease liabilities
2,713,798
3,463,573
510,467
Financial derivative liabilities
1,184,050
858,687
126,555
Deferred income
33,053
32,570
4,800
9,441,321
10,746,879
1,583,894
Current liabilities
Contract liabilities
388,746
427,640
63,026
Loans and borrowings
1,751,018
2,352,982
346,787
Trade and other payables
4,516,491
4,428,106
652,622
Lease liabilities
950,784
1,114,196
164,212
Deferred income
965
965
142
Current taxation
291,245
247,692
36,505
Redemption liabilities arising from preferred shares
573,681
602,657
88,821
8,472,930
9,174,238
1,352,115
Total liabilities
17,914,251
19,921,117
2,936,009
Total equity and liabilities
28,633,522
30,342,567
4,471,942
13
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
(Expressed in thousands, except for per
ordinary share and per ADS data)
Three months
ended June 30,
Six months
ended June 30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Revenue
4,966,068
5,810,513
856,364
9,393,112
11,498,901
1,694,728
Cost of sales
(2,767,187
)
(3,180,868
)
(468,802
)
(5,236,194
)
(6,405,225
)
(944,013
)
Gross profit
2,198,881
2,629,645
387,562
4,156,918
5,093,676
750,715
Other income
2,350
763
112
5,370
6,679
984
Selling and distribution expenses
(1,159,836
)
(1,574,119
)
(231,996
)
(2,181,022
)
(3,045,031
)
(448,782
)
General and administrative expenses
(261,512
)
(293,650
)
(43,279
)
(503,656
)
(590,943
)
(87,094
)
Other net income/(loss)
77,404
(625,184
)
(92,141
)
98,239
196,657
28,984
Credit loss on trade and other receivables
(4,675
)
(12,489
)
(1,841
)
(13,450
)
(14,663
)
(2,161
)
Impairment loss on non-current assets
(16,450
)
(6,465
)
(953
)
(16,450
)
(6,465
)
(953
)
Operating profit
836,162
118,501
17,464
1,545,949
1,639,910
241,693
Finance income
28,921
16,275
2,399
65,836
32,749
4,827
Finance costs
(108,291
)
(124,226
)
(18,309
)
(194,236
)
(244,722
)
(36,068
)
Net finance costs
(79,370
)
(107,951
)
(15,910
)
(128,400
)
(211,973
)
(31,241
)
Share of (loss)/profit of equity-accounted investees, net
of tax
(136,941
)
(20,435
)
(3,012
)
(138,946
)
57,757
8,512
Other gain/(expenses)
6,659
(90,498
)
(13,338
)
(84,412
)
(141,336
)
(20,830
)
Changes in fair value of redemption liabilities
-
(25,930
)
(3,822
)
-
(47,368
)
(6,981
)
Profit/(loss) before taxation
626,510
(126,313
)
(18,618
)
1,194,191
1,296,990
191,153
Income tax expense
(136,979
)
(165,198
)
(24,347
)
(288,201
)
(340,399
)
(50,169
)
Profit/(loss) for the period
489,531
(291,511
)
(42,965
)
905,990
956,591
140,984
Attributable to:
Equity shareholders of the Company
489,688
(289,186
)
(42,622
)
906,030
961,551
141,715
Non-controlling interests
(157
)
(2,325
)
(343
)
(40
)
(4,960
)
(731
)
Earnings/(loss) per share for ordinary shares
-Basic
0.40
(0.24
)
(0.04
)
0.74
0.79
0.12
-Diluted
0.40
(0.24
)
(0.04
)
0.73
0.79
0.12
Earnings/(loss) per ADS (Each ADS represents 4 ordinary
shares)
-Basic
1.60
(0.96
)
(0.14
)
2.96
3.16
0.47
-Diluted
1.60
(0.96
)
(0.14
)
2.92
3.16
0.47
14
MINISO
GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE
INCOME (CONTINUED)
(Expressed
in thousands)
Three months
ended June 30,
Six months
ended June 30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Profit/(loss) for the period
489,531
(291,511
)
(42,965
)
905,990
956,591
140,984
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of financial statements
of foreign operations
12,966
(27,735
)
(4,088
)
11,675
(77,115
)
(11,365
)
Share of other comprehensive income of equity-accounted investees
-
1,907
281
-
2,720
401
Other comprehensive income/(loss) for the period
12,966
(25,828
)
(3,807
)
11,675
(74,395
)
(10,964
)
Total comprehensive income/(loss) for the period
502,497
(317,339
)
(46,772
)
917,665
882,196
130,020
Attributable to:
Equity shareholders of the Company
501,095
(309,689
)
(45,645
)
917,401
894,228
131,793
Non-controlling interests
1,402
(7,650
)
(1,127
)
264
(12,032
)
(1,773
)
15
MINISO
GROUP HOLDING LIMITED
RECONCILIATION
OF NON-IFRS FINANCIAL MEASURES
(Expressed
in thousands, except for percentages)
Three months
ended June 30,
Six months
ended June 30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Reconciliation of operating profit for the period
to adjusted operating profit
Operating profit
836,162
118,501
17,464
1,545,949
1,639,910
241,693
Add back:
Equity-settled share-based payment expenses
15,656
15,008
2,212
40,586
123,723
18,235
Loss/(gain) from fair value changes of an investment in a
limited partnership investing in the AI industry
829
597,159
88,010
829
(277,434
)
(40,889
)
Adjusted operating profit
852,647
730,668
107,686
1,587,364
1,486,199
219,039
Adjusted operating margin
17.2
%
12.6
%
12.6
%
16.9
%
12.9
%
12.9
%
Reconciliation
of operating profit for the period to adjusted operating profit excluding FX
(1)
Adjusted operating profit
852,647
730,668
107,686
1,587,364
1,486,199
219,039
Add back:
Net foreign exchange (gain)/loss
(34,993
)
59,890
8,827
(36,570
)
142,438
20,993
Adjusted
operating profit excluding FX
(1)
817,654
790,558
116,513
1,550,794
1,628,637
240,032
Adjusted
operating margin excluding FX
(1)
16.5
%
13.6
%
13.6
%
16.5
%
14.2
%
14.2
%
Note:
(1) “FX”
refers to net foreign exchange gain or loss for the period.
16
MINISO GROUP HOLDING
LIMITED
RECONCILIATION OF NON-IFRS
FINANCIAL MEASURES (CONTINUED)
(Expressed in percentages)
Three months ended
June 30,
Six months ended June
30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Reconciliation of effective tax rate to adjusted effective tax
rate:
Effective tax rate
21.9
%
(130.8
)%
24.1
%
26.2
%
Impact on effective tax rate as a result of adjusted items
(5.4
)%
155.5
%
(5.7
)%
(1.4
)%
Adjusted effective tax rate
16.5
%
24.7
%
18.4
%
24.8
%
17
MINISO
GROUP HOLDING LIMITED
RECONCILIATION
OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
(Expressed
in thousands, except for per share, per ADS data and percentages)
Three
months ended June 30,
Six
months ended June 30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Reconciliation
of profit for the period to adjusted net profit:
Profit/(loss)
for the period
489,531
(291,511
)
(42,965
)
905,990
956,591
140,984
Add
back:
Equity-settled
share-based payment expenses
15,656
15,008
2,212
40,586
123,723
18,235
(Gain)/loss
from fair value change of derivatives
(1)(2)
(6,659
)
90,498
13,338
39,748
141,336
20,830
Issuance
cost of derivatives
(1)(3)
-
-
-
44,664
-
-
Interest
expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui
(1)
73,606
74,305
10,951
128,351
147,820
21,786
-Interest
expenses related to the Equity Linked Securities
(4)
49,358
51,008
7,518
89,885
101,388
14,943
-Interest
expenses related to the bank loans used for acquisition of the equity interest in Yonghui
24,248
23,297
3,433
38,466
46,432
6,843
Share
of loss/(profit) of Yonghui, net of tax
(1)
119,335
17,169
2,530
119,335
(60,289
)
(8,885
)
Changes
in fair value of redemption liabilities
(1)
-
25,930
3,822
-
47,368
6,981
Loss/(gain)
from fair value changes of an investment in a limited partnership investing in the AI industry
(5)
829
597,159
88,010
829
(277,434
)
(40,889
)
Adjusted
net profit
692,298
528,558
77,898
1,279,503
1,079,115
159,042
Adjusted
net margin
13.9
%
9.1
%
9.1
%
13.6
%
9.4
%
9.4
%
Attributable
to:
Equity
shareholders of the Company
692,459
530,827
78,232
1,279,458
1,083,167
159,639
Non-controlling
interests
(161
)
(2,269
)
(334
)
45
(4,052
)
(597
)
Adjusted
net earnings per share
(6)
-Basic
0.56
0.44
0.06
1.04
0.89
0.13
-Diluted
0.56
0.44
0.06
1.04
0.89
0.13
Adjusted
net earnings per ADS (Each ADS represents 4 ordinary shares)
-Basic
2.24
1.76
0.26
4.16
3.56
0.52
-Diluted
2.24
1.76
0.26
4.16
3.56
0.52
18
MINISO
GROUP HOLDING LIMITED
RECONCILIATION
OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
(Expressed
in thousands, except for percentages)
Three months ended
June 30,
Six months ended June
30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Reconciliation of adjusted net profit for the period to adjusted
net profit excluding FX
(7)
:
Adjusted net profit
692,298
528,558
77,898
1,279,503
1,079,115
159,042
Add back:
Net foreign exchange (gain)/loss
(34,993
)
59,890
8,827
(36,570
)
142,438
20,993
Adjusted net profit excluding FX
(7)
657,305
588,448
86,725
1,242,933
1,221,553
180,035
Adjusted net margin excluding FX
(7)
13.2
%
10.1
%
10.1
%
13.2
%
10.6
%
10.6
%
Reconciliation of adjusted net profit for the period to adjusted
EBITDA:
Adjusted net profit
692,298
528,558
77,898
1,279,503
1,079,115
159,042
Add back:
Depreciation and amortization
286,344
406,123
59,855
554,016
739,113
108,932
Finance costs excluding interest expenses related to the Equity Linked Securities
34,685
49,921
7,358
65,885
96,902
14,282
Income tax expense
136,979
165,198
24,347
288,201
340,399
50,169
Adjusted EBITDA
1,150,306
1,149,800
169,458
2,187,605
2,255,529
332,425
Adjusted EBITDA margin
23.2
%
19.8
%
19.8
%
23.3
%
19.6
%
19.6
%
Notes:
(1) These
adjustment items have been excluded from the calculation of adjusted net profit as the management of the Company does not consider such
items to be indicative of its performance of core business.
(2) The
gain or loss from fair value change of derivatives was a non-cash gain or expense that was related to the fair value of the Equity Linked
Securities and call spread. It was determined primarily by movements in the underlying share price.
(3) The
issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities.
(4) For
26Q2, the RMB51.0 million interest expenses related to the Equity Linked Securities included RMB46.3 million non-cash portion and RMB4.7
million cash expense.
For 26H1, the RMB101.4 million interest expenses
related to the Equity Linked Securities included RMB92.0 million non-cash portion and RMB9.4 million cash expense.
(5) Gain
or loss from fair value changes of an investment in a limited partnership investing in the AI industry was included in other net income
or loss, which was an unrealized gain or loss arising from fair value changes of an investment in a limited partnership investing in
the AI industry.
(6) Adjusted
basic and diluted net earnings per share are computed by dividing adjusted net profit attributable to the equity shareholders of the
Company by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis.
(7) “FX”
refers to net foreign exchange gain or loss for the period.
19
MINISO
GROUP HOLDING LIMITED
UNAUDITED
ADDITIONAL INFORMATION
(Expressed
in thousands, except for percentages)
Three months ended
June 30,
Six months ended June
30,
2025
2026
YoY
2025
2026
YoY
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Revenue
MINISO Brand
4,563,226
5,339,823
786,993
17.0
%
8,649,004
10,513,225
1,549,457
21.6
%
-Chinese mainland
2,621,212
3,221,701
474,820
22.9
%
5,114,987
6,453,955
951,195
26.2
%
-Overseas markets
1,942,014
2,118,122
312,173
9.1
%
3,534,017
4,059,270
598,262
14.9
%
TOP TOY Brand
(1)
402,208
470,133
69,289
16.9
%
742,058
984,618
145,115
32.7
%
Others
634
557
82
(12.1
)%
2,050
1,058
156
(48.4
)%
4,966,068
5,810,513
856,364
17.0
%
9,393,112
11,498,901
1,694,728
22.4
%
Note:
(1) Revenue from TOP TOY brand only represents
revenue generated from external parties.
20
MINISO
GROUP HOLDING LIMITED
UNAUDITED
ADDITIONAL INFORMATION
NUMBER
OF MINISO STORES IN CHINESE MAINLAND
As of
June
30,
2025
December 31, 2025
June
30,
2026
YoY
YTD
(1)
By City Tiers
First-tier cities
572
609
611
39
2
Second-tier cities
1,774
1,881
1,928
154
47
Third- and lower-tier cities
1,959
2,078
2,126
167
48
Total
4,305
4,568
4,665
360
97
Note:
(1)
“YTD” refers to the six months
ended June 30, 2026.
21
MINISO
GROUP HOLDING LIMITED
UNAUDITED
ADDITIONAL INFORMATION
NUMBER
OF MINISO STORES IN OVERSEAS MARKETS
As of
June 30,
2025
December 31, 2025
June 30,
2026
YoY
YTD
(1)
By Regions
Asia excluding China
1,695
1,793
1,793
98
-
North America
394
461
536
142
75
Latin America
661
722
726
65
4
Europe
319
361
356
37
(5
)
Others
238
246
233
(5
)
(13
)
Total
3,307
3,583
3,644
337
61
Note:
(1) “YTD”
refers to the six months ended June 30, 2026.
*For identification purpose only
22

----- tm2624284d1_ex99-2.htm -----
EX-99.2
3
tm2624284d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Hong Kong Exchanges
and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this announcement.
MINISO Group
Holding Limited
名創優品集團控股有限公司
(A company incorporated
in the Cayman Islands with limited liability)
(Stock Code:
9896)
INSIDE INFORMATION
UNAUDITED QUARTER
AND INTERIM FINANCIAL RESULTS
FOR THE THREE
MONTHS AND SIX MONTHS ENDED JUNE 30, 2026
This
announcement is issued pursuant to Rule 13.09 of the Rules Governing the Listing of the Securities on The Stock Exchange of
Hong Kong Limited and under Part XIVA of the Securities and Futures Ordinance (Cap. 571).
MINISO
Group Holding Limited (“
MINISO
” or the “
Company
”) is pleased to announce the unaudited condensed
consolidated results of the Company and its subsidiaries for the three months and six months ended June 30, 2026.
The Company is
pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months and six months
ended June 30, 2026 published in accordance with applicable rules of the U.S. Securities and Exchange Commission (the “
SEC
”).
Attached hereto
as Schedule I is the full text of the press release issued by the Company on August 28, 2026 (Eastern Standard Time), in relation
to the unaudited financial results for the three months and six months ended June 30, 2026, some of which may constitute material
inside information of the Company.
1
This announcement
contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “is/are likely to,” “potential,” “continue” or other similar expressions.
Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain
forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to the SEC and The
Stock Exchange of Hong Kong Limited (the “
HKEX
”), in its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical
facts, including statements about MINISO’s beliefs and expectations, are forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in
any forward-looking statement, including but not limited to the following: MINISO’s mission, goals and strategies; future business
development, financial conditions and results of operations; the expected growth of the retail market and the market of branded variety
retail of lifestyle products in China and globally; expectations regarding demand for and market acceptance of MINISO’s products;
expectations regarding MINISO’s relationships with consumers, suppliers, Retail Partners, local distributors, and other business
partners; competition in the industry; proposed use of proceeds; and relevant government policies and regulations relating to MINISO’s
business and the industry. Further information regarding these and other risks is included in MINISO’s filings with the SEC and
the HKEX. All information provided in this announcement and in the attachments is as of the date of this announcement, and MINISO undertakes
no obligation to update any forward-looking statement, except as required under applicable law.
The Company’s
shareholders and potential investors are advised not to place undue reliance on the unaudited financial results for the three months
and six months ended June 30, 2026 and to exercise caution in dealing in securities in the Company.
By Order of the
Board
MINISO Group Holding
Limited
Mr. YE Guofu
Executive Director
and Chairman
Hong Kong, August 28,
2026
As
of the date of this announcement, the board of directors of the Company comprises Mr. YE Guofu as executive Director, Ms. XU
Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.
2
SCHEDULE I
MINISO Group
Announces 2026 June Quarter and Interim Unaudited Financial Results
Group Revenue
Grew by 22.4% YoY in 26H1
MINISO Chinese
Mainland Delivered 26.2% YoY Growth,
the Highest First-half
Growth Rate in Three Years, Powered by Mid-single Digit SSSG(1)
MINISO North
America Delivered 37.0% YoY Revenue Growth, with Mid-single Digit SSSG(1)
Diluted Earnings
Per ADS Grew by 8.2% YoY
Net Cash from
Operating Activities Grew by 45.5% YoY 26H1 Returned RMB1,309.8 Million to Shareholders,
Surpassing Adjusted
Net Profit(2) Excluding FX(3)
GUANGZHOU, China,
August 28, 2026/PRNewswire/－ MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“
MINISO
”, “
MINISO
Group
” or the “
Company
”), a global high-growth value retailer offering a variety of trendy lifestyle products
featuring distinctive IP designs, today announced its unaudited financial results for the three months and six months ended June 30,
2026 (“
26Q2
” and “
26H1
”, respectively).
26H1 Selected
Financial Information
For the six months
ended June 30,
Item
2025
2026
Year-over-
(Unaudited)
(Unaudited)
year (“
YoY
”)
RMB million
RMB
million
US$
million
change
Revenue
9,393.1
11,498.9
1,694.7
22.4
%
Gross profit
4,156.9
5,093.7
750.7
22.5
%
Operating profit
1,545.9
1,639.9
241.7
6.1
%
Adjusted
operating profit
(2)
excluding FX
(3)
1,550.8
1,628.6
240.0
5.0
%
Profit for the period
906.0
956.6
141.0
5.6
%
Earnings
per American Depositary Share (“
ADS
”)
– Basic earnings per ADS (RMB
and US$)
2.96
3.16
0.47
6.8
%
– Diluted earnings per ADS (RMB
and US$)
2.92
3.16
0.47
8.2
%
Adjusted
net profit
(2)
excluding FX
(3)
1,242.9
1,221.6
180.0
(1.7
)%
Adjusted EBITDA
(2)
2,187.6
2,255.5
332.4
3.1
%
Net cash from operating activities
1,014.2
1,475.4
217.4
45.5
%
3
Store Network
Expansion
As of June 30,
2026, the Company’s total store count reached 8,674, representing a net increase of 769 YoY and 189 YTD
(4)
.
·
MINISO
Brand:
totaled 8,309 stores (up 697 YoY and 158 YTD
(4)
), driven by:
·
Chinese
Mainland:
4,665 stores (up 360 YoY and 97 YTD
(4)
).
·
Overseas
Markets:
3,644 stores (up 337 YoY and 61 YTD
(4)
).
·
TOP
TOY Brand:
totaled 365 stores (up 72 YoY and 31 YTD
(4)
).
The following table
provides a breakdown of the Company’s store network and its changes on a YoY and YTD
(4)
basis. About 48.4% of new
MINISO stores in the past twelve months were located in overseas markets.
As of
June 30,
2025
December 31,
2025
June 30,
2026
YoY
YTD
(4)
Number of stores on group level
7,905
8,485
8,674
769
189
Number of MINISO stores
7,612
8,151
8,309
697
158
Chinese mainland
4,305
4,568
4,665
360
97
– Directly operated stores
20
18
15
(5
)
(3
)
– Stores operated under Retail Partner model
4,258
4,522
4,624
366
102
– Stores operated under distributor model
27
28
26
(1
)
(2
)
Overseas markets
3,307
3,583
3,644
337
61
– Directly operated stores
579
700
795
216
95
– Stores operated under Retail
Partner model
425
432
439
14
7
– Stores operated under distributor
model
2,303
2,451
2,410
107
(41
)
Number of TOP TOY stores
293
334
365
72
31
Chinese mainland
283
304
317
34
13
– Directly operated stores
33
35
33
–
(2
)
– Stores operated under Retail Partner model
250
269
284
34
15
Overseas markets
10
30
48
38
18
– Directly operated stores
5
15
30
25
15
– Stores operated under Retail Partner model
–
4
4
4
–
– Stores operated under distributor model
5
11
14
9
3
4
Mr. Guofu
Ye, Founder, Chairman and CEO of MINISO, commented, “Despite a challenging consumer environment in the domestic market during 26H1,
we are pleased to see that MINISO Chinese mainland delivered a standout performance, with revenue growing 26.2% YoY, our fastest first-half
growth rate in the past three years, driven by mid-single-digit SSSG. MINISO overseas markets grew 14.9% YoY, while TOP TOY grew 32.7%
YoY.”
“Beyond
the financial performance, we would also like to share our progress on proprietary IP and membership operations. YOYO, launched just
one year ago, achieved monthly sales exceeding RMB100 million in both June and July 2026 and completed its first crossover
collaboration with a world-class IP, evolving into an IP asset capable of engaging and co-creating with international IPs on equal
footing. Members of MINISO Chinese mainland grew 31.0% YoY to about 130 million, contributing 77.4% of local sales; in the United
States, our members grew 107.1% YoY to about 5.8 million, contributing 60.1% of local sales. Our membership program highlighted
strong user retention, cementing the foundation for sustainable commercialization and long-term brand equity. On the global front,
we celebrated our market entry into Switzerland in 26Q2, extending our global footprint to accumulative 113 countries and regions,
while TOP TOY officially entered the United States and Taiwan, China, further elevating its global presence.”
“Moving forward,
MINISO will keep focusing on its dual drivers: IP and large-format stores. We aim to unlock deep brand equity via our IP ecosystem and
reshape retail experiences through large-format stores. Guided by long-termism, we balance global expansion with high-quality localization.
Powered by operational resilience, MINISO will create enduring, cycle-defying value for global stakeholders.” Mr. Ye continued.
Mr. Eason
Zhang, CFO of MINISO, commented, “During 26H1, revenue on group level grew by 22.4%. Adjusted operating profit excluding FX grew
5.0% YoY to RMB1,628.6 million. Net cash generated from operating activities reached RMB1,475.4 million, while adjusted net profit excluding
FX was RMB1,221.6 million in the same period, demonstrating strong resilience and robust operational cash flow generation of our business.”
“Our capital
allocation initiatives were highlighted by share repurchase of RMB517.6 million deployed by the Company in 26H1, accounting for more
than 90% of full-year repurchase amount of 2025. Furthermore, in June 2026, the Board approved 2026 share repurchase program of
up to HK$2.0 billion, alongside an automatic share repurchase plan, enabling continued buyback execution even during blackout periods
across both Hong Kong and the U.S. markets, underscoring our disciplined capital deployment, and reaffirmed our unwavering confidence
in MINISO Group’s intrinsic value.
We have returned
a total of RMB1.31 billion to shareholders by cash dividends and share repurchases, accounting for 121% of the adjusted net profit for
26H1, which far exceeded the 50% payout ratio per our current dividend policy. Looking ahead, our capital allocation strategy will continue
to balance our high-growth trajectory with our commitment to delivering stable, predictable returns to our shareholders.” Mr. Zhang
concluded.
5
Financial Results
for 26H1
Revenue
was
RMB11,498.9 million (US$1,694.7 million), representing an increase of 22.4% YoY.
Revenue from MINISO
brand increased by 21.6% YoY to RMB10,513.2 million (US$1,549.5 million), mainly driven by (i) an increase of 26.2% in revenue from
Chinese mainland, powered by its mid-single digit SSSG
(1)
, and (ii) an increase of 14.9% in revenue from overseas markets,
with low-single-digit decline in same-store GMV. Overseas markets revenue contributed 38.6% of revenue from MINISO brand, compared to
40.9% in the same period last year.
Revenue from TOP
TOY brand
(5)
increased by 32.7% YoY to RMB984.6 million (US$145.1 million).
For more information
on the composition and YoY change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales
was RMB6,405.2 million (US$944.0 million), representing an increase of 22.3% YoY.
Gross profit
was RMB5,093.7 million (US$750.7 million), representing an increase of 22.5% YoY.
Gross margin
was 44.3%, flat year over year. The current-period margin included a benefit of about 0.6% from tariff refunds. The Company estimated
more benefit in the coming quarters of about US$4.1 million.
Selling and
distribution (“S&D”) expenses
were RMB3,045.0 million (US$448.8 million), representing an increase of 39.6% YoY.
Excluding share-based compensation (“
SBC
”) expenses, S&D expenses were RMB2,961.5 million (US$436.5 million),
representing an increase of 36.7% YoY.
As a percentage
of revenue, S&D expenses excluding SBC stood at 25.8% in 26H1, compared with 23.1% in the same period last year. This 2.7-percentage-point
YoY increase was the main driver for the corresponding YoY decline in adjusted net profit margin excluding FX
(3)
.
The YoY expenses
increase as percentages of revenue were broken down as follows: a 1.0-percentage-point rise in depreciation and amortization and rental
expenses for directly-operated stores; a 0.5-percentage-point uptick in promotion and advertising expenses; a 0.5-percentage-point increase
in licensing expenses, reflecting the Company’s strategic investments in IP development to build foundations for future growth;
and an approximate 0.4-percentage-point increase in payroll expenses excluding SBC, largely attributable to overseas operations. Logistics
expenses as a percentage of revenue remained stable at around 1.7%, flat YoY.
6
General and
administrative expenses
were RMB590.9 million (US$87.1 million), representing an increase of 17.3% YoY. Excluding SBC expenses, general
and administrative expenses were RMB550.8 million (US$81.2 million), representing an increase of 15.5% YoY. The YoY increase was primarily
due to the increase in personnel-related expenses in relation to the growth of the Company’s business.
Other net income
was RMB196.7 million (US$29.0 million), compared to RMB98.2 million in the same period last year. The YoY increase was mainly due
to an unrealized mark-to-market gain of RMB277.4 million (US$40.9 million) arising from fair value changes of an investment in a limited
partnership, reflecting its early stage strategic pre-IPO investment in the AI industry. This was partially offset by a net foreign exchange
loss of RMB142.4 million (US$21.0 million), compared to a net foreign exchange gain of RMB36.6 million in the same period last year.
Operating profit
increased by 6.1% YoY to RMB1,639.9 million (US$241.7 million), compared with RMB1,545.9 million in the same period last year.
Operating margin
was 14.3%, compared with 16.5% in the same period last year.
Adjusted
operating profit
(2) was RMB1,486.2 million (US$219.0 million), compared with RMB1,587.4 million in the same period last year.
If excluding FX(3), it would have been RMB1,628.6 million (US$240.0 million), representing an increase of 5.0% YoY.
Adjusted operating
margin
(2) was 12.9%, compared with 16.9% in the same period last year. If excluding FX(3), it would have been 14.2%.
Net finance
costs
were RMB212.0 million (US$31.2 million), compared to RMB128.4 million in the same period last year. The YoY change was
mainly attributable to the decrease in interest income as a result of decreased principal in bank deposit, and increased finance
costs. The increase in finance costs was mainly due to (i) increased interest expenses on lease liabilities in line with the
Company’s investment in directly operated stores; (ii) increased interest expenses in relation to the equity linked
securities issued by the Company in 2025 (the “
Equity Linked Securities
”), and (iii) increased interest
expenses mainly attributable to a borrowing in connection with the acquisition of the equity interest in Yonghui Superstores Co.,
Ltd (永輝超市股份有限公司) (“
Yonghui
”). Both
(ii) and (iii) are excluded in non-IFRS financial measures
(2) and the increases
were driven by the
full-period recognition of interest in 26H1 versus a pro-rated portion in the prior-year period.
Share of profit
of equity-accounted investees, net of tax
was RMB57.8 million (US$8.5 million), compared to a share of loss of RMB138.9 million in
the same period last year. The YoY improvement was primarily attributable to the Company’s share of profit in Yonghui of RMB60.3
million (US$8.9 million), compared to a share of loss in the prior-year period. This reflected Yonghui’s return to profitability
in 26H1, driven by its ongoing store-remodeling program, strengthened private-label merchandise portfolio, and improved gross margin
and operating expense discipline, as disclosed in Yonghui’s 2026 interim report. The share of profit in Yonghui has been excluded
in the Company’s non-IFRS financial measures
(2)
, as it relates to the operating results of an associated company rather
than the underlying performance of MINISO’s own business.
7
Changes in fair
value of redemption liabilities
were RMB47.4 million (US$7.0 million), which was a non-cash loss arising from preferred shares issued
by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures
(2)
.
Other expenses
were RMB141.3 million (US$20.8 million), representing a non-cash loss from fair value change of certain derivative under mark-to-market
impact, which was in relation to the Equity Linked Securities and has been excluded in non-IFRS financial measures
(2)
.
Effective tax rate
was 26.2%,
compared to 24.1% in the same period last year.
Adjusted effective
tax rate
(2)
was 24.8%, which excluded the impact on effective tax rate as a result of adjusted items, compared to
18.4% in the same period last year. The YoY increase mainly reflected the tax effect of net foreign exchange loss and loss from certain
subsidiaries of the Company.
Profit for the
period
increased 5.6% YoY to RMB956.6 million (US$141.0 million), compared to RMB906.0 million in the same period last year. The
YoY increase was primarily attributable to the following factors: (i) the unrealized mark-to-market gain of RMB277.4 million (US$40.9
million) from fair value changes of an investment in a limited partnership investing in the AI industry, and (ii) RMB60.3 million
(US$8.9 million) share of profit from its investment in Yonghui. Such positive contributions were partially offset by the following factors:
(i) higher S&D expenses compared with the prior-year period, (ii) net foreign exchange loss of RMB142.4 million (US$21.0
million), reversing the net foreign exchange gain of RMB36.6 million recorded in the same period last year, (iii) increased net
finance costs explained above, and (iv) a loss arising from changes in fair value of redemption liabilities arising from preferred
shares issued by TOP TOY in connection with its strategic financing in 2025.
Net profit margin
was 8.3%, compared
to 9.6% in the same period last year.
Adjusted net
profit
(2)
was RMB1,079.1 million (US$159.0 million), compared to RMB1,279.5 million in the same period last year.
If excluding FX
(3)
, it would have been RMB1,221.6 million (US$180.0 million), compared to RMB1,242.9 million in the same period
last year.
Adjusted net
margin
(2)
was 9.4%, compared to 13.6% in the same period last year. If excluding FX
(3)
, it would have
been 10.6%, compared to 13.2% in the same period last year.
Adjusted EBITDA
(2)
increased
by 3.1% YoY to RMB2,255.5 million (US$332.4 million).
Adjusted EBITDA margin
(2)
was
19.6%, compared to 23.3% in the same period last year.
Basic earnings
per ADS
was RMB3.16 (US$0.47), compared to RMB2.96 in the same period last year, representing an increase of 6.8% YoY.
Diluted earnings
per ADS
was RMB3.16 (US$0.47), compared to RMB2.92 in the same period last year, representing an increase of 8.2% YoY.
8
Adjusted basic
and diluted earnings per ADS
(2)
were both RMB3.56 (US$0.52), compared to both RMB4.16 in the same period last year.
Cash position
(6)
,
which was the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits and other investments
recorded as current assets, was RMB7,394.2 million (US$1,089.8 million) as of June 30, 2026, compared to RMB7,087.9 million as of
December 31, 2025.
Net cash from
operating activities
was RMB1,475.4 million (US$217.4 million) for 26H1, with a cash conversion ratio
(7)
of 1.4.
Capital expenditure was RMB724.6 million (US$106.8 million) and free cash flow was RMB750.8 million (US$110.6 million).
Financial Results for 26Q2
Revenue
was RMB5,810.5 million
(US$856.4 million), representing an increase of 17.0% YoY.
Revenue from MINISO
brand increased by 17.0% to RMB5,339.8 million (US$787.0 million), driven by (i) an increase of 22.9% in Chinese mainland, and (ii) an
increase of 9.1% in overseas markets.
Revenue from TOP TOY brand
(5)
increased
by 16.9% to RMB470.1 million (US$69.3 million).
For more information
on the composition and YoY change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales
was RMB3,180.9 million (US$468.8 million), representing an increase of 14.9% YoY.
Gross profit
was RMB2,629.6 million
(US$387.6 million), representing an increase of 19.6% YoY.
Gross margin
was 45.3%, compared to 44.3% in the same period last year. The current-period margin included a benefit of about 1.2% from tariff
refunds in 26Q2.
S&D expenses
were RMB1,574.1 million (US$232.0 million), representing an increase of 35.7% YoY. Excluding SBC expenses, S&D expenses were
RMB1,566.8 million (US$230.9 million), representing an increase of 35.7% YoY.
As a percentage
of revenue, S&D expenses excluding SBC stood at 27.0% in 26Q2, compared with 23.2% in the same period last year. This 3.8-percentage-point
YoY increase was the main driver for the corresponding YoY decline in adjusted net profit margin excluding FX
(3)
.
General and
administrative expenses
were RMB293.7 million (US$43.3 million), representing an increase of 12.3% YoY. Excluding SBC expenses, general
and administrative expenses were RMB286.0 million (US$42.2 million), representing an increase of 13.7% YoY.
Other net loss
was RMB625.2 million (US$92.1 million), compared to an income of RMB77.4 million in the same period last year. The YoY change was
mainly due to (i) an unrealized mark-to-market loss of RMB597.2 million (US$88.0 million) arising from fair value changes of an
investment in a limited partnership, reflecting its early stage strategic pre-IPO investment in the AI industry, and (ii) a net
foreign exchange loss of RMB59.9 million (US$8.8 million), compared with a net exchange gain of RMB35.0 million in the same period last
year.
9
Operating profit
was RMB118.5 million (US$17.5 million), compared with RMB836.2 million in the same period last year. The decrease in operating profit
was mainly due to (i) an unrealized mark-to-market loss of RMB597.2 million (US$88.0 million) from fair value changes of an investment
in a limited partnership investing in the AI industry, (ii) increased S&D expenses, and (iii) net foreign exchange loss
of RMB59.9 million (US$8.8 million), compared to the net foreign exchange gain of RMB35.0 million in the same period last year.
Operating margin
was 2.0%, compared with 16.8% in the same period last year.
Adjusted operating
profit
(2)
was RMB730.7 million (US$107.7 million), compared with RMB852.6 million in the same period last year. If
excluding FX, it would have been RMB790.6 million (US$116.5 million), representing a decrease of 3.3% YoY.
Adjusted operating
margin
(2)
was 12.6%, compared with 17.2% in the same period last year. If excluding FX, it would have been 13.6%,
compared to 16.5% in the same period last year.
Net finance
costs
were RMB108.0 million (US$15.9 million), compared to RMB79.4 million in the same period last year.
Share of loss
of equity-accounted investees, net of tax
was RMB20.4 million (US$3.0 million), compared to RMB136.9 million in the same period last
year.
Changes in fair
value of redemption liabilities
were RMB25.9 million (US$3.8 million), which was a non-cash loss arising from preferred shares issued
by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures
(2)
.
Other expenses
were RMB90.5 million (US$13.3 million), including a non-cash loss from fair value changes of certain derivative under mark-to-market
impact, which was in relation to the Equity Linked Securities and has been excluded in non-IFRS financial measures
(2)
.
Effective tax
rate
was negative 130.8%, compared to 21.9% in the same period last year. The negative effective tax rate for 26Q2 was driven by
the consolidated pre-tax loss, which was primarily impacted by share of loss in Yonghui and an unrealized mark-to-market loss from fair
value changes of an investment in a limited partnership investing in the AI industry, while income tax expense was recognized on profitable
taxable entities within MINISO Group.
Adjusted effective
tax rate
(2)
was 24.7%, which excluded the impact on effective tax rate as a result of adjusted items, compared to
16.5% in the same period last year. The YoY increase mainly reflected the tax effect of net foreign exchange loss and loss from certain
subsidiaries of the Company.
Loss for the
period
was RMB291.5 million (US$43.0 million), compared to a profit for the period of RMB489.5 million in the same period last year.
The loss for the period was mainly attributable to (i) the change in operating profit explained above, and (ii) other expenses
of RMB90.5 million (US$13.3 million), compared to other gain of RMB6.7 million in the same period last year, partially offset by the
decrease in share of loss in Yonghui.
10
Net loss margin
was 5.0%, compared with a net profit margin of 9.9% in the same period last year.
Adjusted net
profit
(2)
was RMB528.6 million (US$77.9 million), compared to RMB692.3 million in the same period last year. If excluding
FX
(3)
, it would have been RMB588.4 million (US$86.7 million), compared to RMB657.3 million in the same period last year.
Adjusted net
margin
(2)
was 9.1%, compared to 13.9% in the same period last year. If excluding FX
(3)
, it would have
been 10.1%, compared to 13.2% in the same period last year.
Adjusted EBITDA
(2)
was
RMB1,149.8 million (US$169.5 million), flat YoY.
Adjusted EBITDA margin
(2)
was
19.8%, compared to 23.2% in the same period last year.
Basic and diluted
loss per ADS
were both RMB0.96 (US$0.14), compared to both basic and diluted earnings per ADS of RMB1.60 in the same period last
year.
Adjusted basic
and diluted earnings per ADS
(2)
were both RMB1.76 (US$0.26), compared to RMB2.24 in the same period last year.
Net cash from
operating activities
was RMB1,110.2 million (US$163.6 million) for 26Q2, with a cash conversion ratio
(7)
of 2.1.
Capital expenditure was RMB454.0 million (US$66.9 million) and free cash flow was RMB656.2 million (US$96.7 million).
Notes:
(1)
“SSSG”
refers to the YoY growth of same-store GMV. For overseas markets, to exclude impact from
foreign currency fluctuation, such growth is calculated by translating current period same-store
GMV in foreign currencies using the prior year’s monthly average exchange rates. Same-store
GMV represents GMV generated by those MINISO stores that had been open for at least 15 months
prior to the beginning of the relevant comparative period and were in normal operating status
as of the end of each such period.
(2)
See
the sections titled “Non-IFRS Financial Measures” and “Reconciliation of
Non-IFRS Financial Measures” in this press release for more information.
(3)
“FX”
refers to net foreign exchange gain or loss for the periods.
(4)
“YTD”
refers to the six months ended June 30, 2026.
(5)
Revenue
from TOP TOY brand only represents revenue generated from external parties
(6)
“Cash
position” refers to the combined balance of the Company’s cash and cash equivalents,
restricted cash, term deposits with original maturity over three months, and other investments
recorded as current assets.
(7)
“Cash
conversion ratio” refers to the ratio of net cash from operating activities divided
by adjusted net profit for the period.
11
Conference Call
The Company’s
management will hold an earnings conference call at 5:00 A.M. Eastern Time on Friday, August 28, 2026 (5:00 P.M. Beijing
Time on the same day) to discuss the financial results. Simultaneous interpretation in English will be provided during the conference
call. The conference call can be accessed by the following Zoom link or dialing the following numbers:
Access 1
Join Zoom meeting.
Zoom link:
https://zoom.us/j/92213968231?pwd=6BiFT3ctp5uUiNjunNOPuKtKIadH7g.1
Meeting Number: 922 1396 8231
Meeting Passcode: 9896
Access 2
Listeners may access the call by dialing
the following numbers and using the same meeting number and passcode as access 1.
United States:
+1 689 278 1000 (or +1 719 359 4580)
Hong Kong, China:
+852 5803 3730 (or +852 5803 3731)
United Kingdom:
+44 203 481 5237 (or +44 131 460 1196)
France:
+33 1 7037 9729 (or +33 1 7037 2246)
Singapore:
+65 3158 7288 (or +65 3165 1065)
Canada:
+1 438 809 7799 (or +1 204 272 7920)
Access 3
Listeners can also access the meeting
through the Company’s investor relations website at
https://ir.miniso.com/
.
The replay will be available approximately
two hours after the conclusion of the live event at the Company’s investor relations website at
https://ir.miniso.com/
.
12
About MINISO
Group
MINISO Group is
a global high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs. Since opening our
first store in Chinese mainland in 2013, the Company has successfully built two brands – “MINISO” and “TOP TOY”.
The Company’s flagship brand “MINISO” has grown into a globally recognized retail brand that offers a frequently-refreshed
assortment of lifestyle products through an extensive store network worldwide. The Company’s products cover diverse consumer needs
and consumers are drawn to MINISO for our products’ trendiness, creativeness, high quality and affordability. For more information,
please visit
https://ir.miniso.com/
.
Exchange Rate
The U.S. dollar
(US$) amounts disclosed in this press release, except for those transaction amounts that were actually settled in U.S. dollars, are presented
solely for the convenience of the readers. The conversion of Renminbi (RMB) into US$ in this press release is based on the exchange rate
set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of June 30, 2026, which was
RMB6.7851 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.
13
Non-IFRS Financial
Measures
In evaluating the
business, MINISO considers and uses adjusted operating profit, adjusted operating margin, adjusted effective tax rate, adjusted net profit,
adjusted net margin, adjusted EBITDA, adjusted EBITDA margin, adjusted basic and diluted net earnings per share and adjusted basic and
diluted net earnings per ADS as supplemental measures to review and assess its core business performance. The presentation of these non-IFRS
financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented
in accordance with IFRS. MINISO defines adjusted operating profit as operating profit for the period excluding (i) equity-settled
share-based payment expenses and (ii) gain or loss from fair value changes of an investment in a limited partnership investing in
the AI industry. MINISO calculates adjusted operating margin by dividing adjusted operating profit by revenue for the same period. MINISO
defines adjusted effective tax rate as the effective tax rate excluding the tax impact of adjusted items, under non-IFRS financial measures.
MINISO defines adjusted net profit as profit for the period excluding (i) equity-settled share-based payment expenses, (ii) gain
or loss from fair value change of derivatives, (iii) issuance cost of derivatives, (iv) interest expenses related to the Equity
Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, (v) share
of profit or loss of Yonghui, net of tax, (vi) changes in fair value of redemption liabilities arising from preferred shares, and
(vii) gain or loss from fair value changes of an investment in a limited partnership investing in the AI industry. MINISO calculates
adjusted net margin by dividing adjusted net profit by revenue for the same period. MINISO defines adjusted EBITDA as adjusted net profit
plus (i) depreciation and amortization, (ii) finance costs excluding interest expenses related to the Equity Linked Securities
and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, and (iii) income tax expense.
Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue for the period. MINISO computes adjusted basic and diluted
net earnings per ADS by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ADSs represented
by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis. MINISO computes adjusted
basic and diluted net earnings per share in the same way as it calculates adjusted basic and diluted net earnings per ADS, except that
it uses the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis as the denominator
instead of the number of ADSs represented by these ordinary shares. Starting from March quarter 2026, to more accurately reflect
the Company’s core business performance, the Company has adopted revised definitions of adjusted operating profit and adjusted
net profit by excluding gain or loss from fair value changes of an investment in a limited partnership investing in the AI industry from
the calculation of these items. The Company recorded loss of nil and RMB829.0 thousand, and gain of RMB25.4 million and RMB53.8 million
from fair value changes of an investment in a limited partnership investing in the AI industry for the three months ended March 31,
June 30, September 30, and December 31, 2025, respectively. To ensure comparability, the Company has retrospectively adjusted
its non-IFRS financial measures for prior periods.
14
MINISO presents
these non-IFRS financial measures because they are used by the management to evaluate its core business performance and formulate business
plans. These non-IFRS financial measures enable the management to assess its core business results without considering the impacts of
the aforementioned non-cash and other adjustment items that MINISO does not consider to be indicative of its core business performance
in the future. Accordingly, MINISO believes that the use of these non-IFRS financial measures provides useful information to investors
and others in understanding and evaluating its core business results in the same manner as the management and board of directors.
These non-IFRS
financial measures are not defined under IFRS and are not presented in accordance with IFRS. These non-IFRS financial measures have limitations
as analytical tools. One of the key limitations of using these non-IFRS financial measures is that they do not reflect all items of income
and expense that affect MINISO’s core business. Further, these non-IFRS financial measures may differ from the non-IFRS information
used by other companies, including peer companies, and therefore their comparability may be limited.
These non-IFRS
financial measures should not be considered in isolation or construed as alternatives to operating profit, operating margin, effective
tax rate, profit, net profit margin, basic and diluted earnings per share and basic and diluted earnings per ADS, as applicable, or any
other measures of performance or as indicators of MINISO’s core business performance. Investors are encouraged to review MINISO’s
historical non-IFRS financial measures in light of the most directly comparable IFRS financial measures, as shown below. The non-IFRS
financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may
calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively.
MINISO encourages you to review its financial information in its entirety and not rely on a single financial measure.
For more information
on the non-IFRS financial measures, please see the table captioned “Reconciliation of Non-IFRS Financial Measures” set forth
at the end of this press release.
15
Safe Harbor Statement
This announcement
contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as “may”, “will”,
“expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”,
“believe”, “is/are likely to”, “potential”, “continue” or other similar expressions.
Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain
forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities
and Exchange Commission (the “
SEC
”) and The Stock Exchange of Hong Kong Limited (the “
HKEX
”), in
its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors
or employees to third parties. Statements that are not historical facts, including statements about MINISO’s beliefs and expectations,
are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following:
MINISO’s mission, goals and strategies; future business development, financial conditions and results of operations; the expected
growth of the retail market and the market of branded variety retail of lifestyle products in China and globally; expectations regarding
demand for and market acceptance of MINISO’s products; expectations regarding MINISO’s relationships with consumers, suppliers,
Retail Partners, local distributors, and other business partners; competition in the industry; proposed use of proceeds; and relevant
government policies and regulations relating to MINISO’s business and the industry. Further information regarding these and other
risks is included in MINISO’s filings with the SEC and the HKEX. All information provided in this press release and in the attachments
is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statement, except as required
under applicable law.
Investor Relations Contact:
MINISO Group Holding Limited
Email:
ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
16
MINISO GROUP
HOLDING LIMITED
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in
thousands)
As at
As at
December 31, 2025
June 30, 2026
(Audited)
(Unaudited)
RMB’000
RMB’000
US$’000
ASSETS
Non-current assets
Property, plant and equipment
2,109,385
2,583,756
380,799
Right-of-use assets
5,121,039
5,959,936
878,386
Intangible assets
94,951
225,543
33,241
Goodwill
223,187
210,946
31,090
Deferred tax assets
288,679
320,700
47,265
Other investments
201,727
479,160
70,619
Trade and other receivables
247,511
292,140
43,056
Financial derivative assets
774,103
321,925
47,446
Interests in equity-accounted investees
5,486,648
5,555,912
818,840
14,547,230
15,950,018
2,350,742
Current assets
Other investments
–
100,351
14,790
Inventories
3,691,238
3,544,387
522,378
Trade and other receivables
3,307,129
3,453,949
509,050
Cash and cash equivalents
6,817,129
7,046,857
1,038,578
Restricted cash
54,229
5,931
874
Term deposits
216,567
241,074
35,530
14,086,292
14,392,549
2,121,200
Total assets
28,633,522
30,342,567
4,471,942
17
MINISO GROUP
HOLDING LIMITED
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
(Expressed in
thousands)
As at
As at
December 31, 2025
June 30, 2026
(Audited)
(Unaudited)
RMB’000
RMB’000
US$’000
EQUITY
Share capital
94
94
14
Additional paid-in capital
2,887,905
2,080,167
306,579
Other reserves
2,232,854
1,771,661
261,111
Retained earnings
5,497,910
6,459,461
952,007
Equity attributable to equity shareholders of the Company
10,618,763
10,311,383
1,519,711
Non-controlling interests
100,508
110,067
16,222
Total equity
10,719,271
10,421,450
1,535,933
LIABILITIES
Non-current liabilities
Contract liabilities
22,418
24,362
3,591
Loans and borrowings
5,415,416
6,287,885
926,720
Other payables
72,586
79,802
11,761
Lease liabilities
2,713,798
3,463,573
510,467
Financial derivative liabilities
1,184,050
858,687
126,555
Deferred income
33,053
32,570
4,800
9,441,321
10,746,879
1,583,894
18
MINISO GROUP
HOLDING LIMITED
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
(Expressed in
thousands)
As
at
As
at
December 31,
2025
June 30, 2026
(Audited)
(Unaudited)
RMB’000
RMB’000
US$’000
Current liabilities
Contract liabilities
388,746
427,640
63,026
Loans and borrowings
1,751,018
2,352,982
346,787
Trade and other payables
4,516,491
4,428,106
652,622
Lease liabilities
950,784
1,114,196
164,212
Deferred income
965
965
142
Current taxation
291,245
247,692
36,505
Redemption liabilities arising from preferred shares
573,681
602,657
88,821
8,472,930
9,174,238
1,352,115
Total liabilities
17,914,251
19,921,117
2,936,009
Total equity and liabilities
28,633,522
30,342,567
4,471,942
19
MINISO GROUP
HOLDING LIMITED
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(Expressed in
thousands, except for per ordinary share and per ADS data)
Three months ended June 30,
Six months ended June 30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Revenue
4,966,068
5,810,513
856,364
9,393,112
11,498,901
1,694,728
Cost of sales
(2,767,187
)
(3,180,868
)
(468,802
)
(5,236,194
)
(6,405,225
)
(944,013
)
Gross profit
2,198,881
2,629,645
387,562
4,156,918
5,093,676
750,715
Other income
2,350
763
112
5,370
6,679
984
Selling and distribution expenses
(1,159,836
)
(1,574,119
)
(231,996
)
(2,181,022
)
(3,045,031
)
(448,782
)
General and administrative expenses
(261,512
)
(293,650
)
(43,279
)
(503,656
)
(590,943
)
(87,094
)
Other net income/(loss)
77,404
(625,184
)
(92,141
)
98,239
196,657
28,984
Credit loss on trade and other receivables
(4,675
)
(12,489
)
(1,841
)
(13,450
)
(14,663
)
(2,161
)
Impairment loss on non-current assets
(16,450
)
(6,465
)
(953
)
(16,450
)
(6,465
)
(953
)
Operating profit
836,162
118,501
17,464
1,545,949
1,639,910
241,693
Finance income
28,921
16,275
2,399
65,836
32,749
4,827
Finance costs
(108,291
)
(124,226
)
(18,309
)
(194,236
)
(244,722
)
(36,068
)
Net finance costs
(79,370
)
(107,951
)
(15,910
)
(128,400
)
(211,973
)
(31,241
)
Share of (loss)/profit of equity-accounted investees, net of tax
(136,941
)
(20,435
)
(3,012
)
(138,946
)
57,757
8,512
Other gain/(expenses)
6,659
(90,498
)
(13,338
)
(84,412
)
(141,336
)
(20,830
)
Changes in fair value of redemption liabilities
–
(25,930
)
(3,822
)
–
(47,368
)
(6,981
)
Profit/(loss) before taxation
626,510
(126,313
)
(18,618
)
1,194,191
1,296,990
191,153
Income tax expense
(136,979
)
(165,198
)
(24,347
)
(288,201
)
(340,399
)
(50,169
)
Profit/(loss) for the period
489,531
(291,511
)
(42,965
)
905,990
956,591
140,984
Attributable to:
Equity shareholders of the Company
489,688
(289,186
)
(42,622
)
906,030
961,551
141,715
Non-controlling interests
(157
)
(2,325
)
(343
)
(40
)
(4,960
)
(731
)
Earnings/(loss) per share for ordinary shares
– Basic
0.40
(0.24
)
(0.04
)
0.74
0.79
0.12
– Diluted
0.40
(0.24
)
(0.04
)
0.73
0.79
0.12
Earnings/(loss) per ADS (Each ADS represents 4 ordinary shares)
– Basic
1.60
(0.96
)
(0.14
)
2.96
3.16
0.47
– Diluted
1.60
(0.96
)
(0.14
)
2.92
3.16
0.47
20
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME (CONTINUED)
(Expressed in thousands)
Three months ended June 30,
Six months ended June 30,
2025 (Unaudited)
2026
(Unaudited)
2025 (Unaudited)
2026
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Profit/(loss) for the period
489,531
(291,511
)
(42,965
)
905,990
956,591
140,984
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of financial statements of foreign operations
12,966
(27,735
)
(4,088
)
11,675
(77,115
)
(11,365
)
Share of other comprehensive income of equity-accounted investees
–
1,907
281
–
2,720
401
Other comprehensive income/(loss) for the period
12,966
(25,828
)
(3,807
)
11,675
(74,395
)
(10,964
)
Total comprehensive income/(loss) for the period
502,497
(317,339
)
(46,772
)
917,665
882,196
130,020
Attributable to:
Equity shareholders of the Company
501,095
(309,689
)
(45,645
)
917,401
894,228
131,793
Non-controlling interests
1,402
(7,650
)
(1,127
)
264
(12,032
)
(1,773
)
21
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS
FINANCIAL MEASURES
(Expressed in thousands, except
for percentages)
Three
months ended June 30,
Six
months ended June 30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Reconciliation
of operating profit for the period to adjusted operating profit
Operating
profit
836,162
118,501
17,464
1,545,949
1,639,910
241,693
Add
back:
Equity-settled
share-based payment expenses
15,656
15,008
2,212
40,586
123,723
18,235
Loss/(gain)
from fair value changes of an investment in a limited partnership investing in the AI industry
829
597,159
88,010
829
(277,434
)
(40,889
)
Adjusted
operating profit
852,647
730,668
107,686
1,587,364
1,486,199
219,039
Adjusted
operating margin
17.2
%
12.6
%
12.6
%
16.9
%
12.9
%
12.9
%
Reconciliation
of operating profit for the period to adjusted operating profit excluding FX
(1)
Adjusted
operating profit
852,647
730,668
107,686
1,587,364
1,486,199
219,039
Add
back:
Net
foreign exchange (gain)/loss
(34,993
)
59,890
8,827
(36,570
)
142,438
20,993
Adjusted
operating profit excluding FX
(1)
817,654
790,558
116,513
1,550,794
1,628,637
240,032
Adjusted
operating margin excluding FX
(1)
16.5
%
13.6
%
13.6
%
16.5
%
14.2
%
14.2
%
Note:
(1)
“FX” refers to net foreign exchange gain or loss for
the period.
22
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS
FINANCIAL MEASURES (CONTINUED)
(Expressed in percentages)
Three
months ended June 30,
Six
months ended June 30,
2025
2026
2025
2026
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Reconciliation
of effective tax rate to adjusted effective tax rate:
Effective
tax rate
21.9
%
(130.8
)%
24.1
%
26.2
%
Impact
on effective tax rate as a result of adjusted items
(5.4
)%
155.5
%
(5.7
)%
(1.4
)%
Adjusted
effective tax rate
16.5
%
24.7
%
18.4
%
24.8
%
23
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS
FINANCIAL MEASURES (CONTINUED)
(Expressed in thousands, except
for per share, per ADS data and percentages)
Three months ended June 30,
Six months ended June 30,
2025
(Unaudited)
2026
(Unaudited)
2025
(Unaudited)
2026
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Reconciliation of profit for the period to adjusted net profit:
Profit/(loss) for the period
489,531
(291,511
)
(42,965
)
905,990
956,591
140,984
Add back:
Equity-settled share-based payment expenses
15,656
15,008
2,212
40,586
123,723
18,235
(Gain)/loss
from fair value change of derivatives
(1)(2)
(6,659
)
90,498
13,338
39,748
141,336
20,830
Issuance cost of derivatives
(1)(3)
–
–
–
44,664
–
–
Interest
expenses related to the Equity Linked
Securities and the
bank loans used for acquisition of the equity interest in Yonghui
(1)
73,606
74,305
10,951
128,351
147,820
21,786
– Interest
expenses related to the Equity Linked Securities
(4)
49,358
51,008
7,518
89,885
101,388
14,943
– Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui
24,248
23,297
3,433
38,466
46,432
6,843
Share of loss/(profit) of Yonghui, net of tax
(1)
119,335
17,169
2,530
119,335
(60,289
)
(8,885
)
Changes in fair
value of redemption liabilities
(1)
–
25,930
3,822
–
47,368
6,981
Loss/(gain)
from fair value changes of an
investment in a limited
partnership investing in the AI industry
(5)
829
597,159
88,010
829
(277,434
)
(40,889
)
Adjusted net profit
692,298
528,558
77,898
1,279,503
1,079,115
159,042
Adjusted net margin
13.9
%
9.1
%
9.1
%
13.6
%
9.4
%
9.4
%
Attributable to:
Equity shareholders of the Company
692,459
530,827
78,232
1,279,458
1,083,167
159,639
Non-controlling interests
(161
)
(2,269
)
(334
)
45
(4,052
)
(597
)
Adjusted
net earnings per share
(6)
– Basic
0.56
0.44
0.06
1.04
0.89
0.13
– Diluted
0.56
0.44
0.06
1.04
0.89
0.13
Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares)
– Basic
2.24
1.76
0.26
4.16
3.56
0.52
– Diluted
2.24
1.76
0.26
4.16
3.56
0.52
24
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS
FINANCIAL MEASURES (CONTINUED)
(Expressed in thousands, except
for percentages)
Three months ended
June 30,
Six months ended June 30,
2025 (Unaudited)
2026
(Unaudited)
2025 (Unaudited)
2026
(Unaudited)
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Reconciliation of adjusted net profit for the period to adjusted net profit excluding FX(7):
Adjusted net profit
692,298
528,558
77,898
1,279,503
1,079,115
159,042
Add back:
Net foreign exchange (gain)/loss
(34,993
)
59,890
8,827
(36,570
)
142,438
20,993
Adjusted
net profit excluding FX
(7)
657,305
588,448
86,725
1,242,933
1,221,553
180,035
Adjusted
net margin excluding FX
(7)
13.2
%
10.1
%
10.1
%
13.2
%
10.6
%
10.6
%
Reconciliation of adjusted net profit for the period to adjusted EBITDA:
Adjusted net profit
692,298
528,558
77,898
1,279,503
1,079,115
159,042
Add back:
Depreciation and amortization
286,344
406,123
59,855
554,016
739,113
108,932
Finance costs excluding interest expenses related to the Equity Linked Securities
34,685
49,921
7,358
65,885
96,902
14,282
Income tax expense
136,979
165,198
24,347
288,201
340,399
50,169
Adjusted EBITDA
1,150,306
1,149,800
169,458
2,187,605
2,255,529
332,425
Adjusted EBITDA margin
23.2
%
19.8
%
19.8
%
23.3
%
19.6
%
19.6
%
25
Notes:
(1)
These adjustment items have been excluded from the calculation of
adjusted net profit as the management of the Company does not consider such items to be indicative
of its performance of core business.
(2)
The gain or loss from fair value change of derivatives was a non-cash
gain or expense that was related to the fair value of the Equity Linked Securities and call spread.
It was determined primarily by movements in the underlying share price.
(3)
The issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities.
(4)
For 26Q2, the RMB51.0 million interest expenses related to the Equity
Linked Securities included RMB46.3 million non-cash portion and RMB4.7 million cash expense.
For 26H1, the RMB101.4 million interest
expenses related to the Equity Linked Securities included RMB92.0 million non-cash portion and RMB9.4 million cash expense.
(5)
Gain or loss from fair value changes of an investment in a limited
partnership investing in the AI industry was included in other net income or loss, which was an unrealized
gain or loss arising from fair value changes of an investment in a limited partnership investing in
the AI industry.
(6)
Adjusted basic and diluted net earnings per share are computed by
dividing adjusted net profit attributable to the equity shareholders of the Company by the number
of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis.
(7)
“FX” refers to net foreign exchange gain or loss for the period.
26
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
(Expressed in thousands, except
for percentages)
Three months ended June 30,
Six months ended June 30,
2025
2026
YoY
2025
2026
YoY
RMB’000
RMB’000
US$’000
RMB’000
RMB’000
US$’000
Revenue
MINISO Brand
4,563,226
5,339,823
786,993
17.0
%
8,649,004
10,513,225
1,549,457
21.6
%
– Chinese mainland
2,621,212
3,221,701
474,820
22.9
%
5,114,987
6,453,955
951,195
26.2
%
– Overseas markets
1,942,014
2,118,122
312,173
9.1
%
3,534,017
4,059,270
598,262
14.9
%
TOP TOY Brand(1)
402,208
470,133
69,289
16.9
%
742,058
984,618
145,115
32.7
%
Others
634
557
82
(12.1
)%
2,050
1,058
156
(48.4
)%
4,966,068
5,810,513
856,364
17.0
%
9,393,112
11,498,901
1,694,728
22.4
%
Note:
(1)
Revenue
from TOP TOY brand only represents revenue generated from external parties.
27
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN
CHINESE MAINLAND
As of
June 30,
2025
December 31,
2025
June 30,
2026
YoY
YTD
(1)
By City Tiers
First-tier cities
5
72
609
611
39
2
Second-tier cities
1,774
1,881
1,928
154
47
Third- and lower-tier
cities
1,959
2,078
2,126
167
48
Total
4,305
4,568
4,665
360
97
Note:
(1)
“YTD”
refers to the six months ended June 30, 2026.
28
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN
OVERSEAS MARKETS
As of
June 30,
2025
December 31,
2025
June 30,
2026
YoY
YTD
(1)
By Regions
Asia
excluding China
1,695
1,793
1,793
98
–
North America
394
461
536
142
75
Latin America
661
722
726
65
4
Europe
319
361
356
37
(5
)
Others
238
246
233
(5
)
(13
)
Total
3,307
3,583
3,644
337
61
Note:
(1)
“YTD”
refers to the six months ended June 30, 2026.
*
For
identification purpose only
29

----- tm2624284d1_ex99-3.htm -----
EX-99.3
4
tm2624284d1_ex99-3.htm
EXHIBIT 99.3
Exhibit
99.3
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this announcement.
MINISO
Group Holding Limited
名創優品集團控股有限公司
(A
company incorporated in the Cayman Islands with limited liability)
(Stock
Code: 9896)
INTERIM
RESULTS ANNOUNCEMENT
FOR
THE SIX MONTHS ENDED JUNE 30, 2026
The
board (the “
Board
”) of directors (the “
Directors
”) of MINISO Group Holding Limited (the “
Company
”)
is pleased to announce the interim consolidated results of the Company and its subsidiaries (the “
Group
”) for the
six months ended June 30, 2026 (the “
Reporting Period
”), together with the comparative figures for the corresponding
period in 2025. These interim results have been reviewed by the audit committee of the Board (the “
Audit Committee
”).
In
this announcement, “we”, “us”, “our” and “MINISO” refer to the Company and where the
context otherwise requires, the Group.
FINANCIAL PERFORMANCE HIGHLIGHTS
For the six months
ended June 30,
Year-over-Year
(“
YoY
”)
2025
2026
Change (%)
(Renminbi (“
RMB
”) in thousands,
except percentages and per share data)
Revenue
9,393,112
11,498,901
22.4
%
Gross profit
4,156,918
5,093,676
22.5
%
Operating profit
1,545,949
1,639,910
6.1
%
Adjusted
operating profit
(1)
1,587,364
1,486,199
(6.4
)%
Adjusted operating profit excluding FX(1)(2)
1,550,794
1,628,637
5.0
%
Profit before taxation
1,194,191
1,296,990
8.6
%
Profit for the period
905,990
956,591
5.6
%
Profit for the period attributable to:
– Equity shareholders
of the Company
906,030
961,551
6.1
%
– Non-controlling
interests
(40
)
(4,960
)
12,300.0
%
Earnings per ordinary share (the “Share”):
–Basic
(RMB)
0.74
0.79
6.8
%
–Diluted
(RMB)
0.73
0.79
8.2
%
Adjusted net profit
(1)
1,279,503
1,079,115
(15.7
)%
Adjusted net profit excluding FX
(1)(2)
1,242,933
1,221,553
(1.7
)%
Adjusted net earnings per Share
(1)
–Basic
(RMB)
1.04
0.89
(14.4
)%
–Diluted
(RMB)
1.04
0.89
(14.4
)%
Adjusted
EBITDA
(1)
2,187,605
2,255,529
3.1
%
Notes:
(1)
Non-IFRS measures. For details, please see section headed “Non-IFRS
Financial Measures” below.
(2)
“FX” refers to net foreign exchange gain or loss for the
period.
1
NON-IFRS FINANCIAL MEASURES
In
evaluating the business, MINISO considers and uses adjusted operating profit, adjusted operating margin, adjusted effective tax rate,
adjusted net profit, adjusted net margin, adjusted EBITDA, adjusted EBITDA margin, and adjusted basic and diluted net earnings per Share
and adjusted basic and diluted net earnings per American Depositary Share (the “
ADS
”) as supplemental measures to
review and assess its core business performance. The presentation of these non-IFRS financial measures is not intended to be considered
in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. MINISO defines adjusted
operating profit as operating profit for the period excluding (i) equity-settled share-based payment expenses and (ii) gain
or loss from fair value changes of an investment in a limited partnership investing in the AI industry. MINISO calculates adjusted operating
margin by dividing adjusted operating profit by revenue for the same period. MINISO defines adjusted effective tax rate as the effective
tax rate excluding the tax impact of adjusted items, under non-IFRS financial measures. MINISO defines adjusted net profit as profit
for the period excluding (i) equity-settled share-based payment expenses, (ii) gain or loss from fair value change of derivatives,
(iii) issuance cost of derivatives, (iv) interest expenses related to the equity linked securities issued by the Company in
January 2025 (the “
Equity Linked Securities
”) and interest expenses related to the bank loans used for acquisition
of the equity interest in Yonghui Superstores Co., Ltd (
永輝超市股份有限公司)
(“
Yonghui
”), (v) share of profit or loss of Yonghui, net of tax, (vi) changes in fair value of redemption
liabilities arising from preferred shares, and (vii) gain or loss from fair value changes of an investment in a limited partnership
investing in the AI industry. MINISO calculates adjusted net margin by dividing adjusted net profit by revenue for the same period. MINISO
defines adjusted EBITDA as adjusted net profit plus (i) depreciation and amortization, (ii) finance costs excluding interest
expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest
in Yonghui, and (iii) income tax expense. Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue for the period.
MINISO computes adjusted basic and diluted net earnings per Share by dividing adjusted net profit attributable to the equity shareholders
of the Company by the number of Shares used in the basic and diluted earnings per Share calculation on an IFRS basis. MINISO computes
adjusted basic and diluted net earnings per ADS in the same way as it calculates adjusted basic and diluted net earnings per Share, except
that it uses the number of ADSs used in the basic and diluted earnings per ADS calculation on an IFRS basis as the denominator instead
of the number of Shares. Starting from the first quarter of 2026, to more accurately reflect the Company’s core business performance,
the Company has adopted revised definitions of adjusted operating profit and adjusted net profit by excluding gain or loss from fair
value changes of an investment in a limited partnership investing in the AI industry from the calculation of these items. The Company
recorded loss of nil and RMB829.0 thousand, and gain of RMB25.4 million and RMB53.8 million from fair value changes of an investment
in a limited partnership investing in the AI industry for the three months ended March 31, June 30, September 30, and
December 31, 2025, respectively. To ensure comparability, the Company has retrospectively adjusted its non-IFRS financial measures
for prior periods.
2
MINISO presents these non-IFRS
financial measures because they are used by the management to evaluate its core business performance and formulate business plans. These
non-IFRS financial measures enable the management to assess its core business results without considering the impacts of the aforementioned
non-cash and other adjustment items that MINISO does not consider to be indicative of its core business performance in the future. Accordingly,
MINISO believes that the use of these non-IFRS financial measures provides useful information to investors and others in understanding
and evaluating its core business results in the same manner as the management and the Board.
These non-IFRS financial measures
are not defined under IFRS and are not presented in accordance with IFRS. These non-IFRS financial measures have limitations as analytical
tools. One of the key limitations of using these non-IFRS financial measures is that they do not reflect all items of income and expense
that affect MINISO’s core business. Further, these non-IFRS financial measures may differ from the non-IFRS information used by
other companies, including peer companies, and therefore their comparability may be limited.
These non-IFRS financial measures
should not be considered in isolation or construed as alternatives to operating profit, operating margin, effective tax rate, profit,
net profit margin, basic and diluted earnings per Share and basic and diluted earnings per ADS, as applicable, or any other measures
of performance or as indicators of MINISO’s core business performance. Investors are encouraged to review MINISO’s historical
non-IFRS financial measures in light of the most directly comparable IFRS financial measures, as shown below. The non-IFRS financial
measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate
similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO
encourages you to review its financial information in its entirety and not rely on a single financial measure.
3
The following table reconciles
our adjusted operating profit and adjusted operating profit excluding FX to operating profit, and reconciles our adjusted net profit,
adjusted net profit excluding FX and adjusted EBITDA to net profit, for the six months ended June 30, 2025 and 2026.
For the six months
ended June 30,
2025
2026
(RMB in thousands)
Operating profit
1,545,949
1,639,910
Add back:
Equity-settled
share-based payment expenses
40,586
123,723
Loss/(gain) from fair value changes of an investment in a limited partnership investing in the AI industry
829
(277,434
)
Adjusted operating profit (a non-IFRS measure)
1,587,364
1,486,199
Add back:
Net foreign exchange (gain)/loss
(36,570
)
142,438
Adjusted operating profit excluding FX
(1)
1,550,794
1,628,637
Profit for the period
905,990
956,591
Add back:
Equity-settled share-based payment expenses
(2)
40,586
123,723
Loss from fair value change of derivatives
(2)(3)
39,748
141,336
Issuance cost of derivatives
(2)(4)
44,664
–
Interest expenses related to the Equity Linked
Securities and the bank loans used for acquisition of the equity interest in Yonghui
(2)
128,351
147,820
– Interest expenses related to the Equity Linked Securities(2)(5)
89,885
101,388
–Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui
(2)
38,466
46,432
Share of loss/(profit) of Yonghui, net of tax
(2)
119,335
(60,289
)
Changes in fair value of redemption liabilities
(2)
–
47,368
Loss/(gain) from fair value changes of an investment in a limited partnership investing in the AI industry
(2)(6)
829
(277,434
)
Adjusted net profit (a non-IFRS measure)
1,279,503
1,079,115
Add back:
Net foreign exchange (gain)/loss
(36,570
)
142,438
Adjusted
net profit excluding FX
(1)
1,242,933
1,221,553
Adjusted net profit (a non-IFRS measure)
1,279,503
1,079,115
Add back:
Depreciation and amortization
554,016
739,113
Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui
65,885
96,902
Income tax expense
288,201
340,399
Adjusted EBITDA (a non-IFRS measure)
2,187,605
2,255,529
Notes:
(1)
“FX” refers to net foreign exchange gain or loss for the
period.
(2)
These adjustment items have been excluded
from the calculation of adjusted net profit as the Company does not consider such items to
be indicative of its performance of core business.
(3)
The gain or loss from fair value change
of derivatives was a non-cash gain or expense that was related to the fair value of the Equity
Linked Securities and call spread. It was determined primarily by movements in the underlying
share price.
(4)
The issuance cost of derivatives was a one-off expense that was related
to the Equity Linked Securities.
(5)
For the first half of 2026, the RMB101,388,000
interest expenses related to the Equity Linked Securities included RMB91,979,000 non-cash
portion and RMB9,409,000 cash expense (for the six months ended June 30, 2025: interest
expenses of RMB89,885,000, of which non-cash portion was RMB80,815,000 and cash expense was
RMB9,070,000).
(6)
Gain or loss from fair value changes of
an investment in a limited partnership investing in the AI industry was included in other
net income or loss, which was an unrealized gain or loss.
4
BUSINESS REVIEW AND OUTLOOK
Business Review for the Reporting
Period
We are a global high-growth value
retailer offering a variety of trendy lifestyle products featuring distinctive IP design. Since we opened our first store in Chinese
mainland in 2013, we have successfully built two brands – “MINISO” and “TOP TOY”. Our flagship brand “MINISO”
has grown into a globally recognized retail brand that offers a frequently-refreshed assortment of lifestyle products through an extensive
store network worldwide. Our products cover diverse consumer needs and consumers are drawn to MINISO for our products’ trendiness,
creativeness, high quality and affordability.
During the six months ended June 30,
2026, the total number of MINISO stores in Chinese mainland and overseas markets increased from 8,151 as of December 31, 2025 to
8,309 as of June 30, 2026. The number of TOP TOY stores increased from 334 as of December 31, 2025 to 365 as of June 30,
2026. For the six months ended June 30, 2026, the aggregate GMV of the Group reached approximately RMB19.9 billion.
Brands and Products
Our MINISO products are organized
across three core pillars: lifestyle, beauty and toys. For the six months ended June 30, 2026, we launched an average of around
1,400 SKUs in “MINISO” channels per month, and offered consumers a wide selection of products, the vast majority of which
are under the “MINISO” brand. The extensive SKU portfolio enables the successful deployment of our big-store format while
creating a more immersive in-store experience for customers.
Under the “TOP TOY”
brand, we offered around 15,000 SKUs as of June 30, 2026 across major pop toy categories such as model figures, 3D building blocks,
vinyl plush toys and others.
5
Store Network
As of June 30, 2026, we
served consumers primarily through a network of 8,309 MINISO stores, including 4,665 MINISO stores in Chinese mainland and 3,644 MINISO
stores in overseas markets. The following table shows the number of MINISO stores in Chinese mainland and overseas markets as of the
dates presented:
As of June 30,
2025
2026
Number of MINISO stores
Chinese mainland
4,305
4,665
Directly operated stores
20
15
Stores operated under
Retail Partner model
4,258
4,624
Stores
operated under distributor model
27
26
Overseas markets
3,307
3,644
Directly operated stores
579
795
Stores operated under
Retail Partner model
425
439
Stores
operated under distributor model
2,303
2,410
Total
7,612
8,309
We have expanded our TOP TOY
store network in Chinese mainland since 2020. TOP TOY began to expand to overseas markets since 2024. This strategic move aligns with
the Company’s plan to expand globally and strengthen its brand presence. As of June 30, 2026, we had a total of 365 TOP TOY
stores, 317 of which are located in Chinese mainland. The following table shows the number of TOP TOY stores in Chinese mainland and
overseas markets as of the dates presented:
As of June 30,
2025
2026
Number of TOP TOY stores
Chinese mainland
283
317
Directly operated stores
33
33
Stores
operated under Retail Partner model
250
284
Overseas markets
10
48
Directly operated stores
5
30
Stores operated under
Retail Partner model
–
4
Stores
operated under distributor model
5
14
Total
293
365
6
Store operations in Chinese
mainland
As of June 30, 2026, apart
from 15 directly operated MINISO stores, 26 MINISO stores operated under distributor model, 33 directly operated TOP TOY stores, all
of our other MINISO and TOP TOY stores in Chinese mainland were operated under Retail Partner model.
The following table shows the
aggregate numbers of MINISO stores in Chinese mainland for the periods indicated:
For the six months
ended
June 30,
2025
2026
Directly operated stores
Number
of stores at the beginning of the period
25
18
Net (decrease) in number
of stores during the period
(5
)
(3
)
Number of stores at
the end of the period
20
15
Stores operated under Retail Partner model
Number of stores at
the beginning of the period
4,335
4,522
Net (decrease)/increase
in number of stores during the period
(77
)
102
Number of stores at
the end of the period
4,258
4,624
Stores operated under distributor model
Number of stores at
the beginning of the period
26
28
Net increase/(decrease)
in number of stores during the period
1
(2
)
Number of stores at
the end of the period
27
26
The following table shows the
aggregate numbers of MINISO stores in Chinese mainland by city-tiers as of the dates indicated:
As of June 30,
2025
2026
Number of MINISO stores in Chinese mainland
First-tier cities
572
611
Second-tier cities
1,774
1,928
Third- and lower-tier
cities
1,959
2,126
Total
4,305
4,665
7
The Retail Partner model represents
a mutually beneficial relationship between us and our Retail Partners, where we achieve rapid store network expansion with consistent
brand image and consumer experience in an asset-light manner, and our Retail Partners attain attractive investment opportunities. Our
Retail Partners are also motivated to maintain a loyal relationship with us. As of June 30, 2026, there were 1,173 Retail Partners
that invested in MINISO stores in Chinese mainland, and 656 of them had invested for over three years. We had one distributor for the
MINISO brand in Tibet, China as of June 30, 2026. As of the date of this announcement, there has been no conversion of our franchisees
in Chinese mainland from a Retail Partner to a distributor, or vice versa.
The following table shows the
number of our Retail Partners that invested in MINISO stores in Chinese mainland for the periods indicated:
For the six months
ended
June 30,
2025
2026
Number of Retail Partners at the beginning of the period
(1)
1,071
1,157
Net increase in number of Retail Partners
during the period
8
16
Number
of Retail Partners at the end of the period
(1)
1,079
1,173
Note:
(1)
The number of Retail Partners at a given date is calculated based on
the number of individuals and entities with effective contractual relationships with us on
that date.
The majority of our TOP TOY stores
in Chinese mainland are operated under the Retail Partner model as well. As of June 30, 2025 and 2026, we had 70 and 77 Retail Partners
operating TOP TOY stores, respectively. Some Retail Partners in Chinese mainland may invest in both MINISO and TOP TOY stores.
Store operations in overseas
markets
We have adopted flexible store
operation models, including direct operation, Retail Partner model and distributor model, as we expand our global networks, depending
on the growth potential, local regulation and other factors in the markets. In consideration of the evolving local regulatory requirements,
market conditions and their operational needs, our overseas franchisees may sometimes convert from a Retail Partner to a distributor,
or vice versa.
As of June 30, 2026, in
overseas markets, there were 795 stores directly operated by us and, 439 and 2,410 stores operated under the Retail Partner model and
distributor model respectively.
8
The following table shows the
aggregate number of MINISO stores in overseas markets for the periods indicated:
For the six months
ended
June 30,
2025
2026
Directly operated stores
Number of
stores at the beginning of the period
503
700
Net increase in number
of stores during the period
76
95
Number
of stores at the end of the period
579
795
Stores operated under Retail Partner model
Number of stores at
the beginning of the period
404
432
Net increase in number
of stores during the period
21
7
Number
of stores at the end of the period
425
439
Stores operated under distributor model
Number of stores at
the beginning of the period
2,211
2,451
Net increase/(decrease)
in number of stores during the period
92
(41
)
Number of stores at
the end of the period
2,303
2,410
The following table shows the
aggregate number of the distribution of MINISO stores in overseas markets by region as of the dates indicated:
As of June 30,
2025
2026
Number of MINISO stores in overseas markets
Asia excluding China
1,695
1,793
North America
394
536
Latin America
661
726
Europe
319
356
Others
238
233
Total
3,307
3,644
In the majority of overseas markets,
we expand our store network by collaborating with local distributors with abundant local resources and retail experiences. In addition,
we have also opened up Retail Partner model in some overseas markets to broaden our footprint with an asset-light approach.
9
The following table shows the number of our distributors
and Retail Partners in MINISO overseas markets for the periods indicated:
For the six months
ended
June 30,
2025
2026
Number of distributors in overseas markets
Number of distributors at the beginning of the period
(1)
252
282
Net increase in number of distributors
during the period
(2)
17
10
(3)
Number of distributors at the
end of the period
(1)
269
292
Number of Retail Partners in overseas markets
Number of Retail Partners at the
beginning of the period
(1)
114
108
Net increase in number of Retail Partners during the period
3
4
(4)
Number of Retail Partners at the
end of the period
(1)
117
112
Notes:
(1)
Number of distributors or Retail Partners at a given date is calculated
based on the number of individuals and entities with effective contractual relationships
with us at that date.
(2)
Change of contracting entities by the same distributor is not taken
into account in the calculation of numbers of new or terminated distributors.
(3)
The increase in the number of distributors for the six months ended
June 30, 2026 was primarily due to the increase in the number of distributors in India.
(4)
The increase in the number of Retail Partners for the six months ended
June 30, 2026 was primarily due to the increase in the number of Retail Partners in
Italy.
Other Key Operating Data
The following tables set forth certain of our key
operating data of MINISO stores in Chinese mainland and overseas markets, respectively:
For the six months
ended
June 30,
2025
2026
MINISO stores in Chinese mainland
Total
GMV
(1)
(RMB in millions)
7,800
9,464
Total
number of transactions
(in millions)
198.9
230.6
Total
sales volume of SKUs
(in millions)
527.4
598.7
Average
spending per transaction
(RMB)
39.2
41.0
Average
selling price
(RMB)
14.8
15.8
Same-store
(2)
GMV
Growth
(%)
down
low-single digit
up
mid-single digit
Notes:
(1)
Includes GMV generated through MINISO offline stores and Online to Offline
(“
O2O
”) platforms.
(2)
Includes stores that had been open for at least 15 months prior to the
beginning of the relevant comparative period and were in normal operating status as of the
end of each such period.
10
For the six months
ended
June 30,
2025
2026
MINISO stores in overseas markets
Total
GMV
(RMB in millions)
7,330
8,293
Asia excluding China
2,567
2,429
North America
1,414
1,911
Latin America
2,257
2,606
Europe
744
905
Others
348
442
Same-store
(1)
GMV Growth
(2)
(%)
down
low-single digit
down
low-single digit
Asia excluding China
down
low-single digit
down
high-single digit
North America
down
low-single digit
up
mid-single digit
Latin America
down
mid-single digit
up
low-single digit
Europe
down
low-single digit
down
mid-single digit
Others
up
high-single digit
up
low-single digit
Notes:
(1)
Includes
stores that had been open for at least 15 months prior to the beginning of the relevant comparative
period and were in normal operating status as of the end of each such period.
(2)
To exclude the impact from foreign currency fluctuation, such growth is calculated by translating
current period same-store GMV in foreign currencies using the prior year’s monthly average exchange
rate.
The following table sets forth the GMV of MINISO brand
in worldwide through online channels for the periods indicated:
For the six months
ended
June 30,
2025
2026
(RMB in millions)
MINISO brand worldwide
Total GMV through online channels
(1)
558
859
Note:
(1)
Excludes GMV through O2O platforms which
is accounted for in GMV through offline channels.
11
Our TOP TOY brand started operating
in December 2020 in Chinese mainland. For the six months ended June 30, 2026, our TOP TOY brand achieved a total GMV of RMB1,332
million through multi-channels: (1) RMB896 million from TOP TOY stores in Chinese mainland and RMB62 million from TOP TOY stores
in overseas markets; (2) RMB167 million through online channels; and (3) RMB207 million of GMV from other channels.
The following table sets forth
certain of our key operating data of TOP TOY stores in Chinese mainland:
For
the six months ended
June 30,
2025
2026
TOP TOY stores in Chinese mainland
Total
GMV
(RMB in millions)
795
896
Total
number of transactions
(in millions)
7.2
8.7
Total
sales volume of SKUs
(in millions)
14.2
17.2
Average
spending per transaction
(RMB)
109.8
103.3
Average
selling price
(RMB)
56.1
52.2
Marketing and Consumer Engagement
We launched our MINISO membership
program in Chinese mainland in August 2018 and expanded to overseas market afterwards. As of June 30, 2025 and June 30,
2026, the number of MINISO members with at least one purchase over the past 12 months was approximately 56 million and 83 million, respectively.
The total cumulative number of
MINISO members in Chinese mainland increased by 31.0% from approximately 101 million as of June 30, 2025 to approximately 132 million
as of June 30, 2026. During the six months ended June 30, 2026, GMV generated from registered members contributed 77.4% of
our total GMV in Chinese mainland, and approximately 55.0% of the MINISO members in Chinese mainland made at least one purchase over
the past 12 months.
The total cumulative number of
MINISO members in the United States increased by 107.1% from approximately 2.8 million as of June 30, 2025 to approximately 5.8
million as of June 30, 2026. During the six months ended June 30, 2026, GMV generated from registered members contributed 60.1%
of our total GMV in the United States, and approximately 67.4% of the MINISO members in the United States made at least one purchase
over the past 12 months.
12
RECENT DEVELOPMENTS AFTER
THE REPORTING PERIOD
There were no significant events
that might affect us since the end of the Reporting Period and up to the date of this announcement.
Business Outlook
Confronting the dynamic macroeconomic
and geopolitical landscape, the Group has demonstrated significant resilience and operational agility, underpinned by years of overseas
expansion experience, diversified global footprint and robust global operational capabilities. Looking ahead to the second half of 2026,
we will continue to focus on store network upgrades, IP strategy and global development, and remain committed to delivering high-quality
growth.
For our MINISO brand in Chinese
mainland, we will remain focused on achieving high quality growth by expanding and upgrading our store network to promote a relaxing
and engaging shopping experience filled with delightful surprises and treasure-hunting elements that keep our customers coming back again.
As part of this effort, we have strategically introduced new store formats such as MINISO SPACE, MINISO LAND, MINISO FRIENDS and SUPER
MINISO,
and are deepening our IP strategy
through our big-store model, designed to deliver an elevated, immersive consumer experience that strengthens brand engagement and sets
a new benchmark for our retail presence. We will continue to unlock sales potential via different themed store formats while introducing
new product offerings with aesthetically refined designs, high product quality and compelling affordability. By optimizing product-market
fit, and fully leveraging our multi-channel sales capabilities, we aim to create strong synergies across our diversified product offerings.
For our MINISO brand in overseas
markets, we will firmly pursue our globalization strategy by expanding store footprint internationally, adopting diversified yet locally
tailored approaches suited to different overseas markets, and further strengthening our cooperation with overseas business partners to
capture local market trends globally. Through continued IP collaborations and strategic roll-out of key products across markets, we will
continue to enhance MINISO brand awareness through product differentiation, market adaptation and ongoing store model upgrades. As our
globalization deepens, we will further drive our robust development in overseas markets through enhancing operational efficiency and
effective localization of management across each geographic region.
For our TOP TOY brand, we are
pleased to see its steady progress in global store expansion and the continuous enrichment of its proprietary IP portfolio. Looking ahead,
we will continue to optimize TOP TOY’s product offerings and enhance operational efficiency to grow market share and strengthen
brand image.
13
MANAGEMENT DISCUSSION AND ANALYSIS
For the six months ended
June 30,
2025
2026
(RMB in thousands)
Revenue
9,393,112
11,498,901
Cost of sales
(5,236,194
)
(6,405,225
)
Gross profit
4,156,918
5,093,676
Other income
5,370
6,679
Selling and distribution expenses
(2,181,022
)
(3,045,031
)
General and administrative expenses
(503,656
)
(590,943
)
Other net income
98,239
196,657
Credit loss on trade and other receivables
(13,450
)
(14,663
)
Impairment loss on non-current assets
(16,450
)
(6,465
)
Operating profit
1,545,949
1,639,910
Finance income
65,836
32,749
Finance costs
(194,236
)
(244,722
)
Net finance costs
(128,400
)
(211,973
)
Share of (loss)/profit of equity-accounted investees, net of tax
(138,946
)
57,757
Changes in fair value of redemption liabilities
–
(47,368
)
Other expenses
(84,412
)
(141,336
)
Profit before taxation
1,194,191
1,296,990
Income tax expense
(288,201
)
(340,399
)
Profit for the period
905,990
956,591
Profit for the period attributable to:
– Equity shareholders of the Company
906,030
961,551
– Non-controlling interests
(40
)
(4,960
)
16
Revenue
Our total revenue was RMB11,498.9
million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB9,393.1 million), representing an
increase of 22.4% year over year.
Revenue from MINISO brand increased
by 21.6% to RMB10,513.2 million, mainly driven by (i) an increase of 26.2% in revenue from Chinese mainland, powered by its mid-single
digit same-store GMV growth, and (ii) an increase of 14.9% in revenue from overseas markets, with low-single-digit decline in same-store
GMV. Overseas markets revenue contributed 38.6% of revenue from MINISO brand, compared to 40.9% for the six months ended June 30,
2025.
Revenue from TOP TOY brand increased by 32.7% year
over year to RMB984.6 million.
Cost of Sales
Our cost of sales was RMB6,405.2
million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB5,236.2 million), representing an
increase of 22.3% year over year.
Gross Profit and Gross Margin
Our gross profit was RMB5,093.7
million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB4,156.9 million), representing an
increase of 22.5% year over year, and gross margin was 44.3% for the six months ended June 30, 2026 (for the six months ended June 30,
2025: 44.3%).
Selling and Distribution Expenses
Our selling and distribution
expenses were RMB3,045.0 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB2,181.0
million), representing an increase of 39.6% year over year. Excluding equity-based compensation expenses, our selling and distribution
expenses were RMB2,961.5 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB2,167.1
million), representing an increase of 36.7% year over year.
The YoY expenses increase as
percentages of revenue was broken down as follows: (i) a 1.0-percentage-point rise in depreciation and amortisation and rental expenses
for directly-operated stores; (ii) a 0.5-percentage-point uptick in promotion and advertising expenses; (iii) a 0.5-percentage-point
increase in licensing expenses, reflecting the Company’s strategic investments in IP development to build foundations for future
growth; and (iv) an approximate 0.4-percentage-point increase in payroll expenses excluding equity-based compensation expenses,
largely attributable to overseas operations. Logistics expenses as a percentage of revenue remained stable at around 1.7%, flat year
over year.
17
General and Administrative Expenses
Our general and administrative
expenses were RMB590.9 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB503.7 million),
representing an increase of 17.3% year over year. Excluding equity-settled share-based payment expenses, our general and administrative
expenses were RMB550.8 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB477.0 million),
representing an increase of 15.5% year over year, which were primarily attributable to the increase in personnel-related expenses in
relation to the growth of our business.
Other Net Income
Our other net income was RMB196.7
million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB98.2 million). The YoY increase
was mainly due to an unrealized mark-to-market gain of RMB277.4 million arising from fair value changes of an investment in a limited
partnership investing in the AI industry, which was partially offset by a net foreign exchange loss of RMB142.4 million, compared to
a net foreign exchange gain of RMB36.6 million for the six months ended June 30, 2025.
Operating Profit
As a result of the foregoing,
we recorded operating profit of RMB1,639.9 million for the six months ended June 30, 2026, (for the six months ended June 30,
2025: RMB1,545.9 million).
Net Finance Costs
Our net finance costs were RMB212.0
million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB128.4 million). The YoY increase
was mainly attributable to the decrease in interest income as a result of decreased principal in bank deposit, and increased finance
costs. The increase in finance costs was mainly due to (i) increased interest expenses on lease liabilities in line with the Company’s
investment in directly operated stores; (ii) increased interest expenses in relation to the Equity Linked Securities, and (iii) increased
interest expenses mainly attributable to a borrowing in connection with the acquisition of the equity interest in Yonghui.
Changes in Fair Value of Redemption Liabilities
Our changes in fair value of
redemption liabilities was RMB47.4 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025:
nil), which was a non-cash loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025.
Income Tax Expense
We recorded income tax expense
of RMB340.4 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB288.2 million).
18
Share of Profit/(Loss) of Equity-Accounted Investees,
Net of Tax
Our share of profit of equity-accounted
investees, net of tax was RMB57.8 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: share
of loss of RMB138.9 million). The YoY improvement was primarily attributable to the Company’s share of profit in Yonghui of RMB60.3
million, compared to a share of loss in the prior-year period. This reflected Yonghui’s return to profitability during the first
half of 2026, driven by its ongoing store-remodeling program, strengthened private-label merchandise portfolio, and improved gross margin
and operating expense discipline, as disclosed in Yonghui’s 2026 interim report. The share of profit in Yonghui has been excluded
in the Company’s non-IFRS financial measures, as it relates to the operating results of an associated company rather than the underlying
performance of MINISO’s own business.
Other Expenses
Our other expenses were RMB141.3
million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB84.4 million), mainly attributable
to loss from a fair value change of certain derivative under mark-to-market impact, which was in relation to the Equity Linked Securities.
Profit for the Period
We recorded a profit of RMB956.6
million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB906.0 million). The YoY increase
was primarily attributable to (i) the unrealized mark-to-market gain of RMB277.4 million from fair value changes of an investment
in a limited partnership investing in the AI industry, and (ii) RMB60.3 million share of profit from our investment in Yonghui.
Such positive contributions were partially offset by
(i) higher selling and distribution
expenses, (ii) net foreign exchange loss of RMB142.4 million, reversing the net foreign exchange gain of RMB36.6 million recorded
for the six months ended June 30, 2025, (iii) increased net finance costs explained above, and (iv) a loss arising from
changes in fair value of redemption liabilities arising from preferred shares issued by TOP TOY in connection with its strategic financing
in 2025.
Adjusted Net Profit
(a non-IFRS measure)
We recorded an adjusted net profit
of RMB1,079.1 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB1,279.5 million) which
represents profit for the period excluding (i) equity-settled share-based payment expenses, (ii) gain or loss from fair value
change of derivatives, (iii) issuance cost of derivatives, (iv) interest expenses related to the Equity Linked Securities and
interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, (v) changes in fair value of
redemption liabilities arising from preferred shares, (vi) share of profit or loss of Yonghui, net of tax, and (vii) gain or
loss from fair value changes of an investment in a limited partnership investing in the AI industry.
Adjusted
EBITDA
(a non-IFRS measure)
We recorded an adjusted EBITDA
of RMB2,255.5 million for the six months ended June 30, 2026 (for the six months ended June 30, 2025: RMB2,187.6 million),
which represents adjusted net profit plus (i) depreciation and amortization, (ii) finance costs excluding interest expenses
related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in
Yonghui, and (iii) income tax expense.
19
Net Cash from Operating Activities
and Free Cash Flow
For the six months ended June 30,
2026, our net cash from operating activities was RMB1,475.4 million (for the six months ended June 30, 2025: RMB1,014.2 million),
capital expenditure was RMB724.6 million (for the six months ended June 30, 2025: RMB434.8 million) and free cash flow was RMB750.8
million (for the six months ended June 30, 2025: RMB579.4 million).
Current Ratio
Our current ratio decreased from
1.9 as of June 30, 2025 to 1.6 as of June 30, 2026, primarily due to the increase in trade payables related to our inventories,
short-term loans and borrowings, redemption liabilities arising from preferred shares related to TOP TOY’s strategic financing,
and lease liabilities relating to directly operated stores.
20
OTHER INFORMATION ABOUT OUR FINANCIAL PERFORMANCE
Liquidity and Source of Funding
During the six months ended June 30,
2026, we funded our cash requirements principally through cash generated from our operations. As of June 30, 2026, our cash, cash
equivalents, restricted cash, term deposits, and other investments recorded in current assets were RMB7,394.2 million (as of December 31,
2025: RMB7,087.9 million).
Material Acquisitions and Disposals
We did not have any material
acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the six months ended June 30,
2026.
Significant Investments
In September 2024, our Company
acquired an aggregate of 2,668,135,376 shares in Yonghui (representing approximately 29.4% of its entire issued share capital at the
time of the acquisition) (the “
Yonghui Acquisition
”). Yonghui, a listed company on the Shanghai Stock Exchange (stock
code: 601933), is a retail chain operator featuring fresh produce management, mainly operates hypermarkets, supermarkets and community
supermarkets, and has approximately 403 outlets spanning across about 24 provinces and municipalities across the Chinese mainland as
of December 31, 2025. The Yonghui Acquisition was approved by our shareholders at our extraordinary general meeting held on January 17,
2025, and was completed in the first quarter of 2025. For details, please refer to our announcement dated September 23, 2024 and
our circular dated November 22, 2024.
Our equity interest in Yonghui
has been accounted for as investments in associates using the equity method in our consolidated financial statements since its completion.
As of December 31, 2025, we continued to hold approximately 29.4% of the issued share capital of Yonghui. For the six months ended
June 30, 2026, we recorded a gain of RMB60.3 million for the investment in Yonghui. As we continue to be optimistic about the development
of the offline retail industry in Chinese mainland, we believe that the investment in Yonghui is in line with the Group’s investment
strategy.
Save as disclosed above, we did
not make or hold any other significant investments during the six months ended June 30, 2026.
Future Plans for Material Investments or Capital
Assets
As of June 30, 2026, we
did not have detailed future plans for material investments or capital assets.
21
Pledge of Assets
As of June 30, 2026, our
equity interests in equity-accounted investees of approximately RMB3,866.2 million were pledged as securities for obtaining banking borrowings,
an industry common practice for borrowings used for acquisitions.
As of June 30, 2026, our
land use rights for the headquarters building with a carrying amount of approximately RMB1,571.0 million were pledged as collateral for
obtaining banking borrowings, an industry common practice for project financing.
Cash Management Policy
We believe we can make better
use of our cash by making appropriate investments in short-term investment products, which generate income without interfering with our
business operation or capital expenditures. Our investment decisions with respect to financial products are made on a case-by-case basis
and after due and careful consideration of a number of factors, including, but not limited to, the market conditions, the economic developments,
the anticipated investment conditions, the investment cost, the duration of the investment and the expected benefit and potential loss
of the investment. We have established a set of internal control measures which allow us to achieve reasonable returns on our investment
while mitigating our exposure to high investment risks. These policies and measures were formulated by our senior management.
In order to make full use of
idle funds, improve the utilization rate of surplus funds, and increase our income, under the premise of not affecting our normal business
activities, subject to approval from our chief financial officer, we may purchase a certain amount of wealth management products from
financial institutions. According to our internal policies, the manager of our treasury department should make proposals to invest in
wealth management products to our chief financial officer and such proposals must be reviewed and approved by our chief financial officer.
In assessing a proposal to invest in wealth management products, a number of criteria must be met, including but not limited to the following:
·
the
purchase of wealth management products is limited to low-risk products such as term deposits,
principal-guaranteed and interest-paying products, treasury notes issued by banks, and wealth
management products with risk level below R2. The purchase of high-risk financial instruments
such as securities and futures is strictly prohibited.
·
the
expected return of the purchased wealth management products should be not lower than bank’s
deposit interest rate for term deposits of the same period, the product structure should
be relatively simple, and the purchases should be made from financial institutions with large
operation scale, overall strength and good credit standing.
·
the
treasury department is responsible for setting up a detailed ledger for wealth management
products, the manager of the treasury department manages the financial products, and tracks
the progress and safety of wealth management products. In the event of an abnormal situation,
the manager of the treasury department should report the situation to the chief financial
officer in a timely manner so that we can take effective measures immediately to reduce potential
losses.
22
Gearing Ratio
As of June 30, 2026, our
gearing ratio was 82.9%, calculated as loans and borrowings divided by total equity as of the end of the period and multiplied by 100%.
Foreign Exchange Risk
Our financial reporting currency
is RMB and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. In addition, our
results of operations, including margins, are affected by the fluctuation in foreign exchange rates. Our international operations generate
revenues primarily in U.S. dollars. Generally, a weakening of RMB against U.S. dollar has a positive effect on our results of operations,
while a strengthening of RMB against U.S. dollar has the opposite effect. We have not used any derivative financial instruments to hedge
exposure to such risk. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of RMB against U.S.
dollar would have an adverse effect on RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars
for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of U.S.
dollar against RMB would have a negative effect on U.S. dollar amounts available to us.
Contingent Liabilities
Securities class action
In
August 2022, a putative federal securities class action was filed against us and certain of its officers and Directors (“
Defendants
”),
alleging that Defendants made misleading misstatements or omissions regarding our business operations and financials in violation of
the Securities Act of 1933 and the Securities Exchange Act of 1934. The action is captioned
In re MINISO Group Holding Limited Securities
Litigation
, 1:22-cv-09864 (S.D.N.Y.). Lead plaintiff was appointed in November 2022 and filed the operative complaint
to the court. Defendants filed a motion to dismiss the complaint, and the motion was granted by the court in February 2024, with
leave to amend. Plaintiffs filed a motion for reconsideration of the court’s decision, which was rejected by the court. Plaintiffs
filed a further amended complaint on April 30, 2025. We and other defendants filed a motion to dismiss that complaint, which was
granted by the court on March 31, 2026, with prejudice. Plaintiffs have appealed the dismissal. Briefing for the appeal, pending
before the United States Court of Appeals for the Second Circuit, is ongoing. As this case remains in its preliminary stage, as of June 30,
2026, the Directors were currently unable to predict the timing, outcome, potential damages or loss, if any, associated with the resolution
of it.
23
Capital Commitment
As of June 30, 2026, our
capital commitment was RMB170.5 million, compared to RMB630.9 million as of June 30, 2025, which was mainly attributable to the
construction of the headquarters building.
Employees and Remuneration
We had a total of 8,519 full-time
employees as of June 30, 2026, including 3,198 in Chinese mainland and 5,321 in certain overseas countries and regions, up from
7,204 full-time employees as of June 30, 2025. The following table sets forth the number of our employees categorized by function
as of June 30, 2026.
Function
Number
of Employees
Product Development and Supply
Chain Management
1,600
General and Administrative
691
Operations
5,920
Sales and Marketing
83
Technology
225
Total
8,519
Our total remuneration cost incurred
for the six months ended June 30, 2026 was RMB1,237.0 million, while it was RMB929.9 million for the six months ended June 30,
2025.
The number of employees employed
by us varies from time to time depending on needs and employees are remunerated based on industry practice. The remuneration policy and
package of the Group’s employees are periodically reviewed. Apart from pension funds and in-house training programs, discretionary
bonuses, share awards and share options from our share incentive plan may be awarded to employees according to the assessment of individual
performance.
24
CORPORATE GOVERNANCE
The Board is committed to achieving
high corporate governance standards. The Board believes that high corporate governance standards are essential in providing a framework
for us to safeguard the interests of shareholders and to enhance corporate value and accountability.
Compliance with the Corporate
Governance Code
We have complied with all the
applicable code provisions of the Corporate Governance Code (the “
Corporate Governance Code
”) set forth in Part 2
of Appendix C1 to the Rules Governing the Listing of Securities (the “
Listing Rules
”) on the Stock Exchange of
Hong Kong Limited (the “
HKEX
”) for the six months ended June 30, 2026, save for the following.
Code provision C.2.1 of the Corporate
Governance Code recommends, but does not require, that the roles of chairman of the Board and chief executive officer should be separate
and should not be performed by the same individual.
We deviate from this code provision
as we do not have a separate chairman and chief executive officer and Mr. Ye Guofu (“
Mr. Ye
”) currently
performs these two roles of the Company. Mr. Ye is our founder and has extensive experience in our business operations and management.
The Board believes that vesting the roles of both chairperson and chief executive officer in the same person has the benefit of ensuring
consistent leadership within our Group and enables more effective and efficient overall strategic planning for our Group. The Board considers
that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to
make and implement decisions promptly and effectively. The Board will continue to review and consider splitting the roles of chairman
of the Board and the chief executive officer of our Company if and when it is appropriate taking into account the circumstances of the
Group as a whole.
Compliance with the Model
Code for Securities Transactions by Directors
We have adopted the Management
Trading of Securities Policy (the “
Code
”), with terms no less exacting than the Model Code for Securities Transactions
by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, as its own securities dealing code to regulate all dealings
by Directors and relevant employees of securities in the Company and other matters covered by the Code.
Specific enquiry has been made
of all the Directors and each of the Directors has confirmed that he/she has complied with the Code during the six months ended June 30,
2026.
25
Audit Committee
We have established an Audit
Committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code.
The Audit Committee comprises
three independent non-executive Directors, namely Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping. Ms. XU Lili,
being the chairwoman of the Audit Committee, is appropriately qualified as required under Rule 3.10(2) of the Listing Rules.
The primary duties of the Audit
Committee are:
(a)
to
monitor the integrity of our financial statements and our compliance with legal and regulatory
requirements as they relate to our financial statements and accounting matters;
(b)
to review the adequacy of our
internal control over financial reporting; and
(c)
to
review all related party transactions for potential conflict of interest situations and approve
all such transactions.
The Audit Committee has reviewed
our unaudited interim financial information for the six months ended June 30, 2026. The Audit Committee has also discussed matters
with respect to the accounting policies and practices adopted by us and internal control and financial reporting matters with our senior
management members.
In addition, our independent
auditor, Ernst & Young, has reviewed our unaudited interim financial information for the six months ended June 30, 2026
in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent
Auditor of the Entity” as issued by the Hong Kong Institute of Certified Public Accountants.
26
OTHER INFORMATION
Dividend Policy
On March 31, 2026, the Board
has approved the amendment of the dividend policy adopted by the Company to amend the definition of adjusted net profit under the dividend
policy, pursuant to which the Company could declare and distribute dividends in an amount equal to approximately 50% of the adjusted
net profit (a non-IFRS measure defined as profit for the period after excluding certain items as determined by the management such as
share-based payments, non-cash charges, non-operating items and non-recurring items) each year, with the exact calculation and amount
to be determined and announced by the Board from time to time based on the Company’s financial performance and cash position prior
to the declaration and distribution. For details, please see section headed “Non-IFRS Financial Measures” above.
Purchase, Sale or Redemption
of the Company’s Listed Securities
During the six months ended June 30,
2026, the Company repurchased a total of 15,770,000 ordinary Shares at an aggregate consideration (including all the relevant expenses)
of HK$431.2 million on the HKEX and a total of 1,330,957 ADSs at an aggregate consideration (including all the relevant expenses) of
US$20.5 million on the New York Stock Exchange (the “
NYSE
”). As of the date of this announcement, all of the repurchased
Shares and ADSs have been cancelled. The total number of Shares and ADSs cancelled for the repurchases made during the six months ended
June 30, 2026 represents approximately 1.7% of the Company’s total share capital as of June 30, 2026.
Particulars of the repurchases
made by the Company during the six months ended June 30, 2026 are as follows:
HKEX
No. of Shares
Price
paid per Share
Aggregate
consideration
paid (including
all the relevant
Trading
Month
repurchased
Highest
price
Lowest
price
expenses)
(HK$)
(HK$)
(HK$’000)
January 2026
557,800
38.00
36.30
20,908
February 2026
586,600
38.00
35.12
21,698
March 2026
1,380,200
35.48
30.10
45,225
April 2026
60,600
32.70
31.66
1,958
May 2026
1,180,800
25.78
24.42
30,054
June 2026
12,004,000
26.56
25.08
311,322
27
NYSE
No. of
Shares
Price
paid per Share
Aggregate
consideration
paid (including)
all the relevant
Trading
Month
repurchased
Highest
price
Lowest
price
expenses
(US$)
(US$)
(US$’000)
January 2026
414,468
4.88
4.60
1,979
February 2026
735,076
4.88
4.52
3,486
March 2026
1,384,152
4.43
3.83
5,764
April 2026
61,584
4.13
4.08
253
May 2026
374,400
3.17
3.09
1,182
June 2026
2,354,148
3.41
3.23
7,818
Save as disclosed above, neither
the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company’s securities listed on the HKEX or on the
NYSE (including sale of treasury shares as defined under the Listing Rules) during the six months ended June 30, 2026. The Company
did not hold any treasury shares (as defined under the Listing Rules) as of June 30, 2026.
Use of Proceeds from Equity
Linked Securities
In January 2025, we entered
into a subscription agreement with UBS AG Hong Kong Branch and The Hongkong and Shanghai Banking Corporation Limited for the issuance
of Equity Linked Securities, which were convertible debt securities that shall be settled wholly in cash, with an aggregate principal
amount of US$550,000,000 and an expected maturity date on January 14, 2032. Further, we and UBS AG, London Branch and The Hongkong
and Shanghai Banking Corporation Limited entered into a call spread (the “
Call Spread
”), which was separate from,
but is part and parcel of the Equity Linked Securities.
The Equity Linked Securities
were issued to raise funds in order to further grow the Company and its operations and to finance the Company’s share repurchase
programs. The Call Spread is generally expected to reduce potential dilution to the Shares and offset cash payments that the Company
will be required to make in excess of the principal amount of the Equity Linked Securities upon exercise of the Equity Linked Securities.
This would give the Company greater financial flexibility and reduce the risk exposure of the Company to market fluctuations during the
tenor of the Equity Linked Securities to a pre-determined range.
We raised total net proceeds
of US$457,079,647 (equivalent to HK$3,553,839,963) from the offering and sale of the Equity Linked Securities and the Call Spread, after
deducting fees, commissions, expenses, and net cost of entry into the Call Spread.
The initial exercise price of
the Equity Linked Securities was US$8.2822 per Share, subject to adjustment upon the occurrence of certain customary prescribed corporate
actions. As a result of the distribution of the final cash dividend for the fiscal year ended December 31, 2024 (the “
2024
Final Dividend
”), the interim cash dividend for the six months ended June 30, 2025 (the “
2025 Interim Dividend
”)
and the final cash dividend for the fiscal year ended December 31, 2025 (the “
2025 Final Dividend
”), the Equity
Linked Securities exercise price was adjusted from US$8.2822 per Share to US$8.1516 per Share with effect from April 9, 2025, being
the date immediately after the record date of the 2024 Final Dividend, and to US$8.0314 per Share with effect from September 6,
2025, being the date immediately after the record date of the 2025 Interim Dividend, and further to US$7.8525 per Share with effect from
April 21, 2026, being the date immediately after the record date of the 2025 Final Dividend.
28
The Company expects to fully utilize the residual amount of the net
proceeds in accordance with such intended purposes within 36 months from January 14, 2025, the date of completion of the issuance
of the Equity Linked Securities.
For further details, please refer
to the announcements of the Company dated January 7, 2025 and January 14, 2025 in relation to the issuance of the Equity Linked
Securities and the entering into of the Call Spread by our Company and the announcements dated April 24, 2025, August 29, 2025
and April 21, 2026 for the relevant adjustments made pursuant to the 2024 Final Dividend, 2025 Interim Dividend and 2025 Final Dividend,
respectively.
As of June 30, 2025, December 31,
2025 and June 30, 2026, the Group had utilized the net proceeds as set out in the table below:
Purpose
Amount
of
net proceeds
Amount
of
net proceeds
utilized
during the
six months
ended June
30, 2025
Amount
of
net proceeds
unutilized as
of June
30, 2025
Amount
of
net proceeds
utilized
during the
year ended
December
31, 2025
Amount
of
net proceeds
unutilized as
of December
31, 2025
Amount
of
net
proceeds
utilized
during the
six months
ended June
30, 2026
Amount
of
net proceeds
unutilized as
of June
30, 2026
(HK$
million)
(HK$
million)
(HK$
million)
(HK$
million)
(HK$
million)
(HK$
million)
(HK$
million)
Overseas
store network expansion, supply chain optimization and development, brand building and promotion, additional overseas working capital
and other general corporate purposes
1,777
250
1,527
819
958
481
477
Purchase
of the Shares and/or ADSs (each representing four Shares) from time to time pursuant to the share repurchase programs
1,777
373
1,404
599
1,178
591
587
Total
3,554
623
2,931
1,418
2,136
1,072
1,064
Note:
(1) Based
on the exchange rate of US$1.00=HK$7.80.
Dividend
On March 31, 2026, the Board
approved the distribution of a final cash dividend in the amount of US$0.3764 per ADS or US$0.0941 per Share, which has been paid on
April 29, 2026 for holders of Shares and May 4, 2026 for holders of ADSs. The aggregate amount of cash dividend paid was approximately
US$114.5 million (RMB792.2 million at an exchange rate of RMB6.9194 to US$1.0000).
The Board did not recommend the
distribution of an interim dividend for the six months ended June 30, 2026.
29
Unaudited consolidated statement of profit or loss
(Expressed in thousands of Renminbi, except for
per share data)
For the six months ended
June 30,
Notes
2025
2026
RMB’000
RMB’000
Revenue
4
9,393,112
11,498,901
Cost of sales
5
(5,236,194
)
(6,405,225
)
Gross profit
4,156,918
5,093,676
Other income
5,370
6,679
Selling and distribution expenses
5
(2,181,022
)
(3,045,031
)
General and administrative expenses
5
(503,656
)
(590,943
)
Other net income
6
98,239
196,657
Credit loss on trade and other receivables
(13,450
)
(14,663
)
Impairment loss on non-current assets
(16,450
)
(6,465
)
Operating profit
1,545,949
1,639,910
Finance income
65,836
32,749
Finance costs
(194,236
)
(244,722
)
Net finance costs
7
(128,400
)
(211,973
)
Share of (loss)/profit of equity-accounted investees, net of tax
(138,946
)
57,757
Changes in fair value of redemption liabilities
–
(47,368
)
Other expenses
(84,412
)
(141,336
)
Profit before taxation
1,194,191
1,296,990
Income tax expense
8
(288,201
)
(340,399
)
Profit for the period
905,990
956,591
Attributable to:
Equity shareholders of the Company
906,030
961,551
Non-controlling interests
(40
)
(4,960
)
Profit for the period
905,990
956,591
Earnings per share
Basic earnings per share (RMB)
9
0.74
0.79
Diluted earnings per share (RMB)
9
0.73
0.79
30
Unaudited consolidated statement of profit or loss and other comprehensive
income
(Expressed in thousands of Renminbi)
For the six months ended
June 30,
2025
2026
RMB’000
RMB’000
Profit for the period
905,990
956,591
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of financial statements of foreign operations
11,675
(77,115
)
Share of other comprehensive income of associates
–
2,720
Other comprehensive income/(loss) for the period
11,675
(74,395
)
Total comprehensive income for the period
917,665
882,196
Attributable to:
Equity shareholders of the Company
917,401
894,228
Non-controlling interests
264
(12,032
)
Total comprehensive income for the period
917,665
882,196
31
Unaudited consolidated
statement of financial position
(Expressed in thousands
of Renminbi)
Notes
As at
December 31,
2025
As at
June 30,
2026
RMB’000
RMB’000
ASSETS
Non-current assets
Property, plant and equipment
2,109,385
2,583,756
Right-of-use assets
5,121,039
5,959,936
Intangible assets
94,951
225,543
Goodwill
223,187
210,946
Deferred tax assets
288,679
320,700
Other investments
10
201,727
479,160
Trade and other receivables
12
247,511
292,140
Financial derivative assets
774,103
321,925
Interests in equity-accounted investees
5,486,648
5,555,912
14,547,230
15,950,018
Current assets
Other investments
10
–
100,351
Inventories
11
3,691,238
3,544,387
Trade and other receivables
12
3,307,129
3,453,949
Cash and cash equivalents
13
6,817,129
7,046,857
Restricted cash and pledged deposits
54,229
5,931
Term deposits
216,567
241,074
14,086,292
14,392,549
Total assets
28,633,522
30,342,567
32
Unaudited consolidated statement of financial position (continued)
(Expressed in thousands of Renminbi)
Notes
As at
December 31,
2025
As at
June 30,
2026
RMB’000
RMB’000
EQUITY
Share capital
15(a)
94
94
Additional paid-in capital
2,887,905
2,080,167
Other reserves
2,232,854
1,771,661
Retained earnings
5,497,910
6,459,461
Equity attributable to equity shareholders of the Company
10,618,763
10,311,383
Non-controlling interests
100,508
110,067
Total equity
10,719,271
10,421,450
LIABILITIES
Non-current liabilities
Contract liabilities
22,418
24,362
Loans and borrowings
5,415,416
6,287,885
Other payables
14
72,586
79,802
Lease liabilities
2,713,798
3,463,573
Financial derivative liabilities
1,184,050
858,687
Deferred income
33,053
32,570
9,441,321
10,746,879
Current liabilities
Contract liabilities
388,746
427,640
Loans and borrowings
1,751,018
2,352,982
Trade and other payables
14
4,516,491
4,428,106
Lease liabilities
950,784
1,114,196
Deferred income
965
965
Current taxation
291,245
247,692
Redemption liabilities arising from preferred
shares
573,681
602,657
8,472,930
9,174,238
Total liabilities
17,914,251
19,921,117
Total equity and liabilities
28,633,522
30,342,567
33
Unaudited consolidated statement of changes in equity
(Expressed in thousands of Renminbi)
Attributable to equity shareholders of the Company
Share
capital
Additional
paid-in
capital
Merger
reserve
Treasury
shares
Call option
on equity
Share-based
payment
reserve
Translation
reserve
PRC statutory
reserve
Retained
earnings
Total
Non-
controlling
interests
Total
equity
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
Balance at January 1, 2025
94
4,683,577
117,912
(84,049
)
–
1,045,090
42,034
208,139
4,302,177
10,314,974
40,548
10,355,522
Changes in equity for the six months ended June 30, 2025
Profit/(loss) for the period
–
–
–
–
–
–
–
–
906,030
906,030
(40
)
905,990
Other comprehensive income for the period
–
–
–
–
–
–
11,371
–
–
11,371
304
11,675
Total comprehensive income for the period
–
–
–
–
–
–
11,371
–
906,030
917,401
264
917,665
Dividend declared and paid to equity shareholders of the Company
–
(726,875
)
–
–
–
–
–
–
–
(726,875
)
–
(726,875
)
Repurchase of shares
–
–
–
(344,490
)
–
–
–
–
–
(344,490
)
–
(344,490
)
Equity settled share-based transactions
–
–
–
–
–
40,586
–
–
–
40,586
–
40,586
Issuance of shares in respect of vesting of restricted share units
–
*
–
–
–
–
–
–
–
–
–
*
–
–
*
Exercise of share options and subscription of restricted share units
–
*
101
–
–
–
–
–
–
–
101
–
101
Recognition of upper strike warrants
–
–
–
–
650,711
–
–
–
–
650,711
–
650,711
Capital contribution from non-controlling interests
–
–
–
–
–
–
–
–
–
–
6,000
6,000
Deregistration of a subsidiary
–
–
–
–
–
–
–
(301
)
–
(301
)
–
(301
)
Balance at June 30, 2025
94
3,956,803
117,912
(428,539
)
650,711
1,085,676
53,405
207,838
5,208,207
10,852,107
46,812
10,898,919
* The
amount was less than RMB1,000.
34
Unaudited consolidated statement of changes in
equity (continued)
(Expressed in thousands of Renminbi)
Attributable
to equity shareholders of the Company
Share
capital
Additional
paid-in
capital
Merger
reserve
Treasury
shares
Call
option
on equity
Share-based
payment
reserve
Translation
reserve
PRC
statutory
reserve
Share
of other
comprehensive
(loss)/income
of equity-
accounted
investees
Retained
earnings
Total
Non-
Controlling
interests
Total
equity
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
Balance
at January 1, 2026
94
2,887,905
117,912
(213,502
)
650,711
1,412,959
48,563
217,257
(1,046
)
5,497,910
10,618,763
100,508
10,719,271
Changes
in equity for the six months ended June 30, 2026
Profit/(loss)
for the period
–
–
–
–
–
–
–
–
–
961,551
961,551
(4,960
)
956,591
Other
comprehensive (loss)/income for the period
–
–
–
–
–
–
(70,043
)
–
2,720
–
(67,323
)
(7,072
)
(74,395
)
Total
comprehensive (loss)/income for the period
–
–
–
–
–
–
(70,043
)
–
2,720
961,551
894,228
(12,032
)
882,196
Dividend
declared and paid to equity shareholders of the Company
–
(792,163
)
–
–
–
–
–
–
–
–
(792,163
)
–
(792,163
)
Repurchase
of shares
–
–
–
(517,593
)
–
–
–
–
–
–
(517,593
)
–
(517,593
)
Equity
settled share-based transactions
–
–
–
–
–
123,723
–
–
–
–
123,723
–
123,723
Issuance
of shares in respect of vesting of restricted share units
–
*
–
–
–
–
–
–
–
–
–
–
*
–
–
*
Exercise
of share options and subscription of restricted share units
–
*
136
–
–
–
–
–
–
–
–
136
–
136
Capital
contribution from noncontrolling interests
–
–
–
–
–
–
–
–
–
–
–
5,880
5,880
Acquisition
of non-controlling interests
–
(15,711
)
–
–
–
–
–
–
–
–
(15,711
)
15,711
–
Balance
at June 30, 2026
94
2,080,167
117,912
(731,095
)
650,711
1,536,682
(21,480
)
217,257
1,674
6,459,461
10,311,383
110,067
10,421,450
* The
amount was less than RMB1,000.
35
Unaudited consolidated statement of cash flows
(Expressed in thousands of Renminbi)
For the six months ended
June 30,
2025
2026
RMB’000
RMB’000
Cash flows from operating activities
Cash generated from operations
1,375,599
1,899,532
Income tax paid
(361,376
)
(424,131
)
Net cash from operating activities
1,014,223
1,475,401
Cash flows from investing activities
Payments for purchases of property, plant, equipment and intangible assets
(434,774
)
(724,622
)
Proceeds from disposal of property, plant and equipment and intangible assets
18,301
44,263
Payments for purchases of other investments
(4,934,017
)
(9,500,386
)
Proceeds from disposal of other investments
5,039,690
9,400,386
Placement of term deposits
(84,028
)
(78,559
)
Release of term deposits
151,814
196,554
Interest income
62,538
30,980
Investment income from other investments
44,007
24,568
Loan to an equity-accounted investee
–
(13,490
)
Acquisition of a subsidiary
4,323
–
Payments for investments in equity-accounted investees
(6,277,893
)
(8,300
)
Net cash used in investing activities
(6,410,039
)
(628,606
)
Cash flows from financing activities
Proceeds from subscription of restricted share units and exercise of share options
101
136
Proceeds from loans and borrowings
4,354,718
2,763,823
Repayments of loans and borrowings
(43,467
)
(1,297,754
)
Payments of capital element and interest element of lease liabilities
(395,762
)
(551,492
)
Interest paid
–
(74,956
)
Payments for repurchase of shares
(303,091
)
(532,202
)
Dividends paid to equity shareholders of the Company
(726,875
)
(792,163
)
Payments for purchases of options
(1,207,782
)
–
Proceeds from issue of options
650,711
–
Proceeds from issue of the Equity Linked Securities, net of issuance costs
3,842,864
–
Capital injection from non-controlling interests
6,000
5,880
Net cash from/(used in) financing activities
6,177,417
(478,728
)
Net increase in cash and cash equivalents
781,601
368,067
Cash and cash equivalents at the beginning of the period
6,328,121
6,817,129
Effect of movements in exchange rates on cash held
5,461
(138,339
)
Cash and cash equivalents at the end of the period
7,115,183
7,046,857
36
Notes to the unaudited interim financial information
(Expressed in thousands of Renminbi, unless otherwise
indicated)
1.
Basis of preparation
This interim financial report for the
six months ended June 30, 2026 has been prepared in accordance with the applicable disclosure provisions of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), including compliance
with International Accounting Standard (“IAS”) 34,
Interim financial reporting
. It was authorized for issue
on August 28, 2026.
The interim financial report has been
prepared in accordance with the same accounting policies adopted in the consolidated financial statements for the year ended December 31,
2025, except for the accounting policy changes that are expected to be reflected in the 2026 annual financial statements. Details of
any changes in accounting policies are set out in Note 2.
The preparation of an interim financial
report in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
This interim financial report contains
condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions
that are significant to an understanding of the changes in financial position and performance of the Group since the consolidated financial
statements for the year ended December 31, 2025. The condensed consolidated interim financial statements and notes thereon do not
include all of the information required for a full set of financial statements prepared in accordance with IFRS Accounting Standards.
The interim financial report is unaudited,
but has been reviewed by Ernst & Young in accordance with Hong Kong Standard on Review Engagements 2410,
Review of interim
financial information performed by the independent auditor of the entity
, issued by the Hong Kong Institute of Certified Public
Accountants.
2.
Changes in accounting policies and disclosures
The accounting policies adopted in
the preparation of the interim financial report are consistent with those applied in the preparation of the Group’s annual consolidated
financial statements for the year ended December 31, 2025, except for the adoption of the following amended IFRS Accounting Standard
for the first time for the current period’s financial information.
·
Amendments
to IFRS 9 and IFRS 7
Amendments to the Classification and Measurement of Financial
Instruments
·
Amendments
to IFRS 9 and IFRS 7
Contracts Referencing Nature-dependent Electricity
·
Annual
Improvements to IFRS Accounting Standards – Volume 11
Amendments to IFRS 1, IFRS 7,
IFRS 9, IFRS 10 and
IAS 7
The revised standards have had no significant financial
effect on these financial statements.
37
3.
Segment reporting
The Group manages its businesses by
divisions, which are organized by a mixture of both brands and geography. In a manner consistent with the way in which information is
reported internally to the Group’s chief executive officer for the purposes of resource allocation and performance assessment.
The Group has presented three reportable segments of MINISO brand-Chinese Mainland, MINISO brand-Overseas and TOP TOY brand for the six
months ended June 30, 2025 and 2026. The segment information is as follows:
Reportable segments
Operations
MINISO brand – Chinese Mainland
Design, buying and sale of lifestyle products
MINISO brand – Overseas*
Design, buying and sale of lifestyle products
TOP TOY brand
Design, buying and sale of pop toys
Note:
*
Miniso brand – Overseas
comprises overseas entities engaged in cross-border and international product sales, as well
as certain investment activities. These investments primarily consist of an investment in
an unlisted limited partnership enterprise.
(i)
Segment
results and other material items
Information related to each reportable
segment is set out below. Segment profit before taxation is used to measure performance because management believes that this information
is the most relevant in evaluating the results of the respective segments.
For the six months ended June 30,
2025
MINISO brand
Chinese
Mainland
Overseas
Sub-total
TOP TOY
brand
Unallocated
amounts
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
External revenue
5,114,987
3,534,017
8,649,004
742,058
2,050
9,393,112
Intersegment revenue
1,442,983
2,683
1,445,666
22,986
226,329
1,694,981
Segment revenue
6,557,970
3,536,700
10,094,670
765,044
228,379
11,088,093
Elimination of intersegment revenue
(1,694,981
)
Consolidated revenue
9,393,112
Operating profit/(loss)
927,721
583,991
1,511,712
51,027
(16,790
)
1,545,949
Finance income
49,352
14,472
63,824
532
1,480
65,836
Finance costs
(15,391
)
(46,383
)
(61,774
)
(4,092
)
(128,370
)
(194,236
)
Other expenses
–
–
–
–
(84,412
)
(84,412
)
Share of loss of equity-accounted investees, net of tax
–
(19,611
)
(19,611
)
–
(119,335
)
(138,946
)
Profit/(loss) before taxation
961,682
532,469
1,494,151
47,467
(347,427
)
1,194,191
Income tax expense
(288,201
)
Profit for the period
905,990
Other material items
Depreciation and amortization
(128,713
)
(344,443
)
(473,156
)
(64,988
)
(15,872
)
(554,016
)
Credit loss on trade and other receivables
(10,231
)
(2,618
)
(12,849
)
(601
)
–
(13,450
)
Impairment loss on non-current assets
(204
)
(16,246
)
(16,450
)
–
–
(16,450
)
Additions to non-current assets during the period*
317,345
762,393
1,079,738
220,875
155,079
1,455,692
38
For the six months ended June 30, 2026
MINISO brand
Chinese
Mainland
Overseas
Sub-total
TOP TOY
brand
Unallocated
amounts
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
External revenue
6,453,955
4,059,270
10,513,225
984,618
1,058
11,498,901
Intersegment revenue
1,470,527
4,377
1,474,904
961,195
609,312
3,045,411
Segment revenue
7,924,482
4,063,647
11,988,129
1,945,813
610,370
14,544,312
Elimination of intersegment revenue
(3,045,411
)
Consolidated revenue
11,498,901
Operating profit/(loss)
1,227,675
490,984
1,718,659
(72,340
)
(6,409
)
1,639,910
Finance income
16,208
12,835
29,043
3,687
19
32,749
Finance costs
(19,929
)
(72,667
)
(92,596
)
(4,295
)
(147,831
)
(244,722
)
Other expenses
–
–
–
–
(141,336
)
(141,336
)
Changes in fair value of redemption liabilities
–
–
–
(47,368
)
–
(47,368
)
Share of (loss)/profit of equity-accounted investees, net of tax
–
(2,532
)
(2,532
)
–
60,289
57,757
Profit/(loss) before taxation
1,223,954
428,620
1,652,574
(120,316
)
(235,268
)
1,296,990
Income tax expense
(340,399
)
Profit for the period
956,591
Other material items
Depreciation and amortization
(132,565
)
(516,881
)
(649,446
)
(89,120
)
(547
)
(739,113
)
Credit loss on trade and other receivables
(7,768
)
(4,890
)
(12,658
)
(1,318
)
(687
)
(14,663
)
Impairment loss on non-current assets
–
(5,996
)
(5,996
)
(469
)
–
(6,465
)
Additions to non-current assets during the period*
309,377
1,756,911
2,066,288
367,527
171,380
2,605,195
Note:
*
The additions to non-current assets include additions to property,
plant and equipment, right-of-use assets and intangible assets.
39
(ii)
Segment
assets and liabilities
As at December 31,
2025
MINISO brand
Chinese
Mainland
Overseas
Sub-total
TOP TOY
brand
Unallocated
amounts
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
Segment
assets
9,469,659
8,530,298
17,999,957
1,561,354
–
19,561,311
Assets relating
to construction of headquarters building
–
–
–
–
2,581,183
2,581,183
Assets relating
to an investment holding company
–
–
–
–
5,481,951
5,481,951
Apartments for
use as staff quarters
–
–
–
–
203,972
203,972
Financial derivative
assets
–
–
–
–
774,103
774,103
Other
unallocated assets
–
–
–
–
31,002
31,002
Consolidated
total assets
28,633,522
Segment liabilities
5,317,417
3,920,933
9,238,350
1,470,008
–
10,708,358
Liabilities
relating to construction of headquarters building
–
–
–
–
108,064
108,064
Liabilities
relating to an investment holding company
–
–
–
–
3,452,000
3,452,000
Liabilities
relating to Equity Linked Securities
–
–
–
–
2,415,667
2,415,667
Financial derivative
liabilities
–
–
–
–
1,184,050
1,184,050
Other
unallocated liabilities
–
–
–
–
46,112
46,112
Consolidated
total liabilities
17,914,251
As at June 30,
2026
MINISO brand
Chinese
Mainland
Overseas
Sub-total
TOP
TOY
brand
Unallocated
amounts
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
Segment
assets
10,044,996
9,463,649
19,508,645
1,885,455
–
21,394,100
Assets relating
to construction of headquarters building
–
–
–
–
2,832,502
2,832,502
Assets relating
to an investment holding company
–
–
–
–
5,573,900
5,573,900
Apartments for
use as staff quarters
–
–
–
–
199,934
199,934
Financial derivative
assets
–
–
–
–
321,925
321,925
Other
unallocated assets
–
–
–
–
20,206
20,206
Consolidated
total assets
30,342,567
Segment liabilities
4,970,099
5,538,598
10,508,697
1,492,356
–
12,001,053
Liabilities
relating to construction of headquarters building
–
–
–
–
1,363,745
1,363,745
Liabilities
relating to an investment holding company
–
–
–
–
3,227,630
3,227,630
Liabilities
relating to the Equity Linked Securities
–
–
–
–
2,422,931
2,422,931
Financial derivative
liabilities
–
–
–
–
858,687
858,687
Other
unallocated liabilities
–
–
–
–
47,071
47,071
Consolidated
total liabilities
19,921,117
40
(iii)
Geographic
information
The geographic information analyses the
Group’s revenue and non-current assets by the Group’s country of domicile and other regions. In presenting the geographic
information, segment revenue has been based on the geographic location of customers and segment assets are based on the geographic location
of the assets.
For the six months
ended June 30,
2025
2026
RMB’000
RMB’000
i.
Revenue
Chinese Mainland
5,827,157
7,283,397
Asia excluding China
1,227,907
1,266,302
North America
1,295,324
1,795,587
Latin America
589,936
530,828
Europe
273,564
344,035
Other
179,224
278,752
9,393,112
11,498,901
As at December 31,
2025
As
at June 30,
2026
RMB’000
RMB’000
ii.
Non-current assets
Chinese Mainland
3,963,551
4,518,297
Asia excluding China
515,983
505,673
North America
2,210,602
3,057,895
Europe
633,333
683,037
Other
472,604
507,419
7,796,073
9,272,321
Non-current
assets exclude deferred tax assets, non-current other investments, non-current term deposits,
financial derivative assets and interests in equity-accounted investees.
4.
Revenue
The Group’s revenue is primarily
derived from the sale of lifestyle and pop toy products through self-operated stores, franchised stores, offline distributors in the
People’s Republic of China (“PRC”) and overseas and online sales conducted through the Group’s self-operated
online stores on third-party e-commerce platforms and through online distributors. Other sources of revenue mainly include license fees,
sales-based royalties and sales-based management and consultation service fees from franchisees and distributors.
41
(i)
Disaggregation of revenue
In the following table, revenue from contracts with customers
is disaggregated by major products and service lines and timing of revenue recognition.
For the six months ended June 30,
2025
2026
RMB’000
RMB’000
Major products/service lines
– Sales of lifestyle and pop toy products
– Retail sales in self-operated stores
2,190,668
2,933,672
– Product sales to franchisees
4,298,817
5,085,947
– Sales to offline distributors
1,512,084
1,502,532
– Online sales
573,208
844,375
– Other sales channels
61,813
14,357
Sub-total
8,636,590
10,380,883
– License fees, sales-based royalties, and sales-based management and consultation service fees
– License fees
63,869
95,947
– Sales-based royalties
80,536
91,279
– Sales-based management and consultation service fees
363,280
434,529
Sub-total
507,685
621,755
– Others*
248,837
496,263
9,393,112
11,498,901
Timing of revenue recognition
– Point in time
8,873,311
10,808,639
– Over time
519,801
690,262
Revenue from contracts with customers
9,393,112
11,498,901
Note:
*
Others mainly represented
sales of fixtures to franchisees and distributors.
For the six months ended June 30, 2026 and 2025, the
Group did not have any customers with revenue exceeding 10% of the Group’s total revenue.
(ii)
Seasonality of operations
The Group’s business is subject
to seasonal fluctuation, typically with relatively stronger performance in the quarters ended September 30 and December 31,
which is mainly due to the higher retail demand in holiday seasons in certain regions. As a result, the Group typically reports lower
revenues for the six months ended June 30 than the six months ended December 31.
42
5.
Expenses by nature
For the
six months ended June 30,
2025
2026
RMB’000
RMB’000
Cost
of inventories
(Note 11)
5,081,747
6,131,269
Payroll and employee benefits
929,882
1,237,019
Rental and related expenses
185,788
284,327
Depreciation and amortization
554,016
739,113
Licensing expenses
240,795
356,038
Promotion and advertising expenses
262,544
382,872
Logistics expenses
292,963
435,514
Travelling expenses
61,964
65,658
Other expenses
311,173
409,389
Total cost of sales, selling and distribution and general and
administrative expenses
7,920,872
10,041,199
6.
Other net income
For the six months ended June 30,
2025
2026
RMB’000
RMB’000
Net foreign exchange gains/(loss)
36,570
(142,438
)
Gains on disposal of property, plants and equipment and intangible assets
2,719
13,494
Investment income from other investments
43,809
26,264
Gains on revaluation of the previously held equity-accounted investees
8,600
–
Scrap income
5,189
7,177
Net change in fair value of other investments
(829
)
277,434
Gains relating to cancellation and modification of lease contracts
4,607
6,239
Others
(2,426
)
8,487
98,239
196,657
7.
Net finance costs
For the six months ended June 30,
2025
2026
RMB’000
RMB’000
Finance income
– Interest income
65,836
32,749
Finance costs
– Interest on loans and borrowings
(47,032
)
(58,047
)
– Interest on the Equity Linked Securities
(89,885
)
(101,388
)
– Interest on lease liabilities
(57,319
)
(85,287
)
(194,236
)
(244,722
)
Net finance costs
(128,400
)
(211,973
)
43
8.
Income taxes
(a)
Taxation recognized in consolidated profit or
loss:
For the six months ended June 30,
2025
2026
RMB’000
RMB’000
Amounts recognized in consolidated profit or loss
Current tax
Provision for the period
324,216
372,418
Deferred tax
Origination and reversal of temporary differences
(36,015
)
(32,019
)
Tax expense
288,201
340,399
(b)
Reconciliation between tax expense and accounting
profit at applicable tax rates:
For the six months ended June 30,
2025
2026
RMB’000
RMB’000
Profit before taxation
1,194,191
1,296,990
Notional
tax on profit before taxation, calculated at the rates
applicable
to profits in the jurisdictions concerned
330,783
383,526
Tax effect of share-based compensation expenses
(4,562
)
8,768
Tax effect of other non-deductible expenses
557
29,068
Effect of preferential tax treatments on assessable profits of certain subsidiaries
(55,001
)
(55,137
)
Tax effect of additional deduction on research and development costs
(5,478
)
(1,632
)
Tax effect of exempted and non-taxable income
(1,162
)
(3,041
)
Effect of unused tax losses being utilized
(12,678
)
(1,881
)
Effect of deductible temporary differences and unused tax losses not recognized/(being utilized)
42,909
(16,624
)
Others
(7,167
)
(2,648
)
Actual tax expense
288,201
340,399
44
9.
Earnings per share
(a)
Basic earnings per share
For the six months ended June 30,
2026, the calculation of basic earnings per share has been based on the profit attributable to ordinary shareholders of the Company of
RMB961,551,000 (six months ended June 30, 2025: RMB906,030,000) and the weighted-average number of ordinary shares outstanding of
1,214,665,186 shares (six months ended June 30, 2025: 1,230,765,469 shares), which were calculated as follows:
For the six months ended June 30,
2025
2026
Number of
shares
Number of
shares
Issued ordinary share at January 1, 2026 and 2025
1,233,993,805
1,219,135,657
Effect of shares released from share incentive plan
990,027
1,276,292
Effect of repurchase of shares
(Note 15(b))
(4,218,363
)
(5,746,763
)
Weighted average number of ordinary shares
1,230,765,469
1,214,665,186
(b)
Diluted earnings per share
Diluted earnings per share is calculated
by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
For the six months ended June 30,
2026, the calculation of diluted earnings per share was based on the profit attributable to ordinary equity shareholders of the Company
of RMB961,551,000 (six months ended June 30, 2025: RMB906,030,000) and the weighted average number of ordinary shares of 1,219,243,743
shares (six months ended June 30, 2025: 1,236,003,168 shares), after adjusting by the dilutive effect of share incentive plan, calculated
as follows:
For the six months
ended June 30,
2025
2026
Number of
shares
Number of
shares
Weighted average number of ordinary shares, basic
1,230,765,469
1,214,665,186
Dilutive effect of share incentive plan
5,237,699
4,578,557
Weighted average number of ordinary shares, diluted
1,236,003,168
1,219,243,743
10.
Other investments
As at
As at
December 31,
June 30,
2025
2026
RMB’000
RMB’000
Financial assets measured at fair value through profit
or loss:
Non-current
– Investment in an
unlisted limited partnership enterprise
201,727
479,160
Current
– Investments in wealth management
products
–
100,351
45
11.
Inventories
As at December 31,
2025
As
at
June 30,
2026
RMB’000
RMB’000
Finished goods
3,676,409
3,529,242
Low-value consumables
14,829
15,145
3,691,238
3,544,387
The analysis of the amount of inventories
recognized as an expense and included in profit or loss is as follows:
For the six months ended June 30,
2025
2026
RMB’000
RMB’000
Carrying amount of inventories sold
5,035,082
6,117,222
Write-down of inventories
46,665
14,047
Cost of inventories recognized in consolidated statements of profit or loss
5,081,747
6,131,269
12.
Trade and other receivables
Notes
As at
December 31,
2025
As at
June 30,
2026
RMB’000
RMB’000
Non-current
Trade receivables
3,263
1,173
Less: loss allowance
(4
)
(1
)
Trade receivables,
net of loss allowance
(ii)
3,259
1,172
Amounts due from related parties
15,575
16,615
Deposits
171,039
200,272
Value-added tax (“VAT”) recoverable
57,638
70,081
Others
–
4,000
247,511
292,140
Current
Trade receivables
(i)
1,228,178
1,228,358
Less: loss allowance
(77,678
)
(87,191
)
Trade receivables,
net of loss allowance
1,150,500
1,141,167
Amounts due from related parties
78,052
61,531
Miscellaneous expenses paid on behalf of franchisees
737,986
850,779
VAT recoverable
361,691
236,720
Rental deposits
159,224
141,437
Receivables due from online payment platforms and banks
(iii)
113,841
75,086
Prepayments for inventories
99,738
62,409
Prepayments for licensing expenses
91,934
124,826
Prepayments for promotion and advertising expenses
32,970
33,127
Prepayments for repurchase of shares
56,530
71,139
Prepayment for rental
78,764
130,713
Prepaid income tax
69,270
69,554
Others
276,629
455,461
3,307,129
3,453,949
46
Notes:
(i)
All of trade and other receivables classified
as current portion are expected to be recovered or recognized as expense within one year.
(ii)
Trade receivables relating to certain
sales of fixtures to franchisees are collected by installments within the periods ranging
from 18 to 94 months and the portion which is expected to be recovered after one year are
classified as non-current. All other trade debtors are due within 30 to 180 days from the
date of revenue recognition for both domestic and overseas customers.
(iii)
Receivables due from online payment
platforms and banks mainly represented the proceeds of online sales through e-commerce platforms
collected by and retained in third-party online payment platforms. Withdrawal of the balances
retained in online payment platforms could be made anytime upon the Group’s instructions.
The amounts also included those due from banks for offline sales made through customer credit/debit
cards and other online payment platforms that require overnight processing by the collection
banks.
Aging analysis
As at the end of each reporting period, the aging analysis
of trade receivables, based on the invoice date and net of loss allowance, is as follows:
As at
December 31,
As at
June 30,
2025
2026
RMB’000
RMB’000
Non-current portion
Within 90 days
1,256
48
91 to 180 days
74
43
181 to 360 days
1,130
11
361 to 540 days
570
278
Over 540 days
229
792
3,259
1,172
Current portion
Within 90 days
812,897
776,435
91 to 180 days
169,547
183,985
181 to 360 days
140,795
149,660
361 to 540 days
15,946
21,677
Over 540 days
11,315
9,410
1,150,500
1,141,167
13.
Cash and cash equivalents
As at
December 31,
2025
As
at
June 30,
2026
RMB’000
RMB’000
Cash on hand
9,666
5,114
Cash at bank
6,807,463
7,041,743
Cash
and cash equivalents as presented in the consolidated statements of financial position and in the consolidated statements of cash
flows
6,817,129
7,046,857
47
14.
Trade and other payables
Note
As at
December 31,
2025
As at
June 30,
2026
RMB’000
RMB’000
Non-current
Payable relating to construction projects
72,586
79,802
Current
Trade payables
(i)
1,551,682
1,209,180
Payroll payable
187,895
149,127
Accrued expenses
372,210
489,096
Other taxes payable
111,984
89,197
Deposits
1,913,182
2,014,341
Payable relating to leasehold improvements
104,523
119,384
Payable relating to construction projects
733
90,953
Amounts due to related parties
8,834
8,333
Others
265,448
258,495
4,516,491
4,428,106
Note:
The credit period granted by suppliers
corresponding to trade payables is 30 to 90 days.
Deposits received from suppliers, distributors
and franchisees are expected to be settled in its normal operating cycle and may be settled more than twelve months after the reporting
period. All of the other trade payables, other payables, accruals and amounts due to related parties or franchisees are expected to be
settled within one year or are repayable on demand.
(i)
Aging
analysis
As at the end of each reporting period, the aging analysis
of trade payables, based on the invoice date, is as follows:
As at
December 31,
2025
As
at
June 30,
2026
RMB’000
RMB’000
Within 1 month
1,416,082
1,050,835
1 to 3 months
75,434
98,820
3 months to 1 year
47,601
30,685
Over 1 year
12,565
28,840
1,551,682
1,209,180
48
15.
Capital and reserves
(a)
Share capital and additional paid-in capital
As at June 30, 2026, analysis of the Company’s
issued shares including treasury shares reserved for the share incentive plan, was as follows:
Number
of ordinary shares
Outstanding
shares
Treasury
shares
Total
issued shares
Share capital
RMB’000
As at January 1, 2026
1,219,135,657
18,428,520
1,237,564,177
94
Issuance of shares in respect of vesting
of restricted share units
(i)
1,396,216
–
1,396,216
-
*
Exercise of share options and subscription of restricted
share units
(ii)
1,004,520
(1,004,520
)
–
-
*
Repurchase of shares
(Note 15(b))
(21,093,828
)
21,093,828
–
–
As at June 30, 2026
1,200,442,565
38,517,828
1,238,960,393
94
* The
amount was less than RMB1,000.
Notes:
(i)
During the six months ended June 30, 2026, the Company issued
1,396,216 shares in respect of vesting of restricted share units.
(ii)
During the six months ended June 30, 2026, 1,004,520 of restricted
share units and share options were vested and exercised, and were released from treasury
shares into ordinary shares.
(b)
Repurchase and cancellation of shares
On August 30, 2024, the board of
directors authorized a new share repurchase program under which the Company may repurchase up to HKD2 billion of its shares within a
period of 12 months starting from August 30, 2024 (the “2024 Share Repurchase Program”). The validity of the 2024 Share
Repurchase Program was subsequently extended to June 30, 2026, as announced on March 21, 2025.
During the six months ended June 30,
2026, the Company repurchased ordinary shares under the 2024 Share Repurchase Program as follows, and the cost of these shares held by
the Group was recorded in treasury shares:
Shares repurchased on the New York Stock Exchange
Shares repurchased on the Hong Kong Stock Exchange
Months
Number of shares repurchased
Highest
price paid per share
Lowest
price paid per share
Aggregate price paid
Number of shares repurchased
Highest
price paid per share
Lowest
price paid per share
Aggregate price paid
USD
USD
USD’000
HKD
HKD
HKD’000
January 2026
414,468
4.88
4.60
1,979
557,800
38.00
36.30
20,908
February 2026
735,076
4.88
4.52
3,486
586,600
38.00
35.12
21,698
March 2026
1,384,152
4.43
3.83
5,764
1,380,200
35.48
30.10
45,225
April 2026
61,584
4.13
4.08
253
60,600
32.70
31.66
1,958
May 2026
374,400
3.17
3.09
1,182
1,180,800
25.78
24.42
30,054
June 2026
2,354,148
3.41
3.23
7,818
12,004,000
26.56
25.08
311,322
Total
5,323,828
20,482
15,770,000
431,165
Equivalent to RMB’000
140,957
376,636
(c)
Dividends
During the six months ended June 30,
2026, final cash dividends of USD0.0941 per ordinary share for the year ended December 31, 2025, amounting to USD114,484,000 (equivalent
to RMB792,163,000), were declared and paid by the Company. The dividends were distributed from additional paid-in capital.
49
PUBLICATION OF THE INTERIM RESULTS ANNOUNCEMENT
AND INTERIM REPORT
This interim results
announcement is published on the website of the HKEX at
http://www.hkexnews.hk
and our Company’s website at
ir.miniso.com
.
The interim report of the Company for the six months ended June 30, 2026 will be made available for review on the above websites
in due course.
By order of the Board
MINISO Group Holding Limited
Mr. YE Guofu
Executive Director and Chairman
Hong Kong, August 28, 2026
As of the date of this announcement,
the Board comprises Mr. YE Guofu as executive Director, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent
non-executive Directors.
50