Ye Guofu, Chief Executive Officer and Director of MINISO Group Holding Ltd (NYSE:MNSO), filed a Form 4 on September 21, 2026, disclosing that Mini Investments SP1 Limited entered into a prepaid variable share forward contract on September 17, 2026, covering up to 21,600,000 ordinary shares of the company.

Key Highlights

  • Contract date: Mini Investments SP1 Limited entered into the prepaid variable share forward contract with an unaffiliated third-party dealer on September 17, 2026.
  • Maximum shares: The contract covers up to 21,600,000 ordinary shares, equivalent to 5,400,000 American depositary shares (ADSs), each representing four ordinary shares.
  • Settlement structure: The contract is divided into up to 80 components, each with a separate valuation date and an equal portion of the final number of shares subject to the contract.
  • Share transfer: Mini Investments transferred the maximum number of shares to the dealer as credit support; shares are to be returned upon settlement, subject to netting.
  • Prepayment: Mini Investments is entitled to receive a cash prepayment equal to the product of the final number of shares, the Hedge Reference Price, and a prepayment percentage specified in the contract.
  • Indirect ownership: Following the transaction, 21,600,000 ordinary shares are beneficially owned indirectly by Ye Guofu through Mini Investments SP1 Limited.
  • Beneficial ownership structure: Mini Investments SP1 Limited is a wholly owned subsidiary of Mini Investment Limited, which is wholly owned by YGF Development Limited, held in trust by TMF (Cayman) Ltd. as trustee with Ye Guofu as settlor.

Ye Guofu's Prepaid Variable Forward Contract: Structure and Terms

According to the filing, Mini Investments SP1 Limited, an entity indirectly controlled by Ye Guofu through a trust structure, entered into a prepaid variable share forward contract with an unaffiliated third-party dealer on September 17, 2026. The contract obligates Mini Investments to deliver to the dealer up to 21,600,000 ordinary shares of MINISO Group Holding Limited, or, at Mini Investments' election, an equivalent cash payment, across up to 80 settlement dates. The filing notes that the contract provides for an initial hedge period during which the dealer will establish its hedge position.

The filing discloses that the Hedge Reference Price - determined during the initial hedge period - will set the final number of shares subject to the contract (which may be less than, but will not exceed, the maximum), as well as the prepayment amount and the floor and cap prices. The number of ordinary shares deliverable on each settlement date varies based on how the volume-weighted average price per ordinary share on each valuation date compares to the Forward Floor Price and Forward Cap Price, as described in detail in the footnotes to the filing. The per-share exercise price is described as "not determinable at the time the Contract is entered into" because the shares deliverable at settlement depend on the Settlement Price.

The filing further states that the dealer is obligated to pay Mini Investments manufactured distribution amounts equal to 100% of any cash dividends declared on the issuer's ordinary shares during the contract term for the transferred shares, subject to certain conditions. The filing identifies both Ye Guofu and his spouse, Ms. Yunyun Yang, as deemed beneficial owners of the securities held by Mini Investments SP1 Limited.

What Was Disclosed

The Form 4 filed September 21, 2026, discloses that MINISO Group CEO Ye Guofu, through Mini Investments SP1 Limited, entered into a prepaid variable share forward contract dated September 17, 2026, covering up to 21,600,000 ordinary shares, with settlement across up to 80 dates.