GUANGZHOU, China, Aug. 30,
2024 /PRNewswire/ -- MINISO Group Holding Limited
(NYSE: MNSO; HKEX: 9896) ("MINISO", "MINISO Group" or the
"Company", together with its subsidiaries, the "Group"), a global
value retailer offering a variety of trendy lifestyle products
featuring IP design, today announced that, the board of directors
of the Company (the "Board") authorized and approved a new share
repurchase program on August 30, 2024
(the "2024 Share Repurchase Program"), under which the Company may
repurchase up to HKD2 billion in
value of its outstanding ordinary shares and/or American depositary
shares representing its ordinary shares (collectively, the
"Shares") over a period of 12 months starting from the approval
date. The Company expects to fund the repurchases under the 2024
Share Repurchase Program from surplus cash on its balance
sheet.
The Board has full confidence in the Company's business outlook
and prospects, and believes that the current share price of the
Company has been below its intrinsic value. By implementing the
2024 Share Repurchase Program, the Company aims to promote the
interests of its shareholders ("Shareholders"), balance the Group's
fast growth and its commitment to bringing stable and foreseeable
return to Shareholders.
The Company's proposed repurchases under the 2024 Share
Repurchase Program may be made from time to time on the open market
at prevailing market prices, in privately negotiated transactions,
in block trades, and/or through other legally permissible means,
depending on market conditions and in accordance with applicable
rules and regulations.
The Company shall conduct the repurchases by exercising its
powers under the repurchase mandate granted or to be granted to the
Board pursuant to the resolutions of the Shareholders passed at the
annual general meeting of the Company each year to repurchase the
Shares not exceeding 10% of the total number of the issued Shares
(excluding any treasury Shares) as at the date of such annual
general meeting (the "Share Repurchase Mandate"), with each mandate
to expire upon whichever is the earliest of: (a) the conclusion of
the next annual general meeting of the Company; (b) the expiration
of the period within which the next annual general meeting of the
Company is required by the memorandum and articles of the
association of the Company or by any applicable laws to be held;
and (c) the date on which the authority given under the ordinary
resolution approving the Share Repurchase Mandate is revoked or
varied by an ordinary resolution of the Shareholders.
During the period from August 30,
2024 to the date of holding the upcoming annual general
meeting of the Company in 2025, the Company will conduct the
repurchases under the Share Repurchase Mandate granted by the
Shareholders on June 20, 2024, and
for the remaining period under the 2024 Share Repurchase Program,
the Company will conduct the repurchases under the Share Repurchase
Mandate to be granted by the Shareholders at the upcoming annual
general meeting of the Company, subject to the approval of the
Shareholders and the general mandate conditions as specified above.
It is the intention of the Board to implement the 2024 Share
Repurchase Program during the 12-month period only in such a way
and only to such an extent that would not cause a mandatory general
offer obligation to arise under Rule 26 of the Codes on Takeovers
and Mergers and Share Buy-backs.
The Company will conduct the share repurchase in compliance with
the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the "Listing Rules"). Pursuant to Rule
10.06(2)(e) of the Listing Rules, an issuer shall not purchase its
shares on The Stock Exchange of Hong Kong Limited (the "Stock
Exchange") at any time after inside information has come to its
knowledge until the information is made publicly available. In
particular, during the period of one month immediately preceding
the earlier of (i) the date of the board meeting for the approval
of the issuer's results for any year, half-year, quarterly or any
other interim period; and (ii) the deadline for the issuer to
announce its results for any year or half-year under the Listing
Rules, or quarterly or any other interim period, and ending on the
date of the results announcement, the issuer shall not purchase its
shares on the Stock Exchange, unless the circumstances are
exceptional.
The Company will conduct the proposed share repurchases in
compliance with the memorandum and articles of association of the
Company, the Listing Rules, the Codes on Takeovers and Mergers and
Share Buy-backs, the Companies Law of the Cayman Islands and all applicable laws and
regulations to which the Company is subject to.
The Company may cancel such repurchased Shares or hold them as
treasury Shares, subject to market conditions and the Group's
capital management needs at the relevant time of the
repurchases.
The Board believes that the current financial resources of the
Company would enable it to implement the share repurchases without
causing any material impact on its working capital.
The Board will review the 2024 Share Repurchase Program
periodically, and may authorize adjustment of its terms and
size.
Shareholders and potential investors should note that any
repurchase may be done subject to market conditions and at the
Board's absolute discretion. There is no assurance of the timing,
quantity or price of any repurchase. Shareholders and potential
investors should therefore exercise caution when dealing in the
Shares.
About MINISO Group
MINISO Group is a global value retailer offering a variety of
trendy lifestyle products featuring IP design. The Company serves
consumers primarily through its large network of MINISO stores, and
promotes a relaxing, treasure-hunting and engaging shopping
experience full of delightful surprises that appeals to all
demographics. Aesthetically pleasing design, quality and
affordability are at the core of every product in MINISO's wide
product portfolio, and the Company continually and frequently rolls
out products with these qualities. Since the opening of its first
store in China in 2013, the
Company has built its flagship brand "MINISO" as a globally
recognized retail brand and established a massive store network
worldwide. For more information, please visit
https://ir.miniso.com/.
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. 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, MINISO
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:
Raine Hu
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
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SOURCE MINISO Group Holding Limited