Yang Yunyun (Alice), a Vice President of MINISO Group Holding Ltd, filed a statement of changes in beneficial ownership 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

  • Reporting person: Yang Yunyun (Alice), identified as Vice President of MINISO Group Holding Ltd (NYSE:MNSO)
  • Contract date: The prepaid variable share forward contract was entered into on September 17, 2026, by Mini Investments SP1 Limited with an unaffiliated third-party dealer
  • Maximum shares covered: Up to 21,600,000 ordinary shares, equivalent to 5,400,000 American depositary shares, each representing four ordinary shares
  • Settlement structure: The contract is divided into up to 80 components, each with a separate valuation date, covering an equal portion of the final number of shares
  • Resulting beneficial ownership: 21,600,000 ordinary shares held indirectly by Mini Investments SP1 Limited following the reported transaction
  • Ownership chain: Mini Investments SP1 Limited is a wholly owned subsidiary of Mini Investment Limited, which is wholly owned by YGF Development Limited, with shares held in trust by TMF (Cayman) Ltd. on behalf of YGF Trust

Details of the Forward Contract and Ownership Structure at MINISO

According to the filing, Mini Investments SP1 Limited, a company incorporated in the British Virgin Islands, entered into a prepaid variable share forward contract with an unaffiliated third-party dealer on September 17, 2026. Under the contract, Mini Investments agreed to deliver to the dealer up to 21,600,000 ordinary shares of MINISO Group Holding Limited, or, at Mini Investments' election, an amount of cash payment, across up to 80 settlement dates. The filing states that Mini Investments transferred the maximum number of shares to the dealer as credit support, and that those shares will be returned upon settlement, subject to netting.

The filing discloses that the exact number of shares ultimately subject to the contract, as well as the prepayment amount and the floor and cap prices, will be determined by the price at which the dealer establishes its hedge, referred to in the filing as the "Hedge Reference Price." The filing further explains that the number of ordinary shares to be delivered on each settlement date depends on how the volume-weighted average price per ordinary share on each valuation date compares to the Forward Floor Price and the Forward Cap Price, making the per-share exercise price not determinable at the time the contract was entered into. Each settlement date is described as the second Hong Kong Business Day after the relevant valuation date.

The filing identifies Yang Yunyun (Alice) as the spouse of Guofu Ye, who is the settlor of YGF Trust. The filing states that both the reporting person and Mr. Guofu Ye "are deemed to be beneficial owners of the securities held by Mini Investments SP1 Limited." The dealer is also obligated, according to the filing, 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. MINISO Group Holding Ltd operates a global retail business and its ordinary shares carry a foreign trading symbol of 09896 as listed in the filing.

What Was Disclosed

The filing reported 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 MINISO Group Holding Ltd, with Yang Yunyun (Alice) as the reporting person in her capacity as Vice President.