GUANGZHOU, China, Sept. 29,
2022 /PRNewswire/ -- MINISO Group Holding
Limited (NYSE: MNSO; HKEX: 9896) ("MINISO", "MINISO Group" or the
"Company"), a global value retailer offering a variety of
design-led lifestyle products, today announced that, following the
expiration of the share repurchase program the Company adopted in
December 2021, the board of directors
of the Company (the "Board") authorized and approved a new share
repurchase program on September 29,
2022 (the "2022 Share Repurchase Program"), under which the
Company may repurchase up to US$100
million 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 date on which the 2022 Share Repurchase Program was
approved. The Company expects to fund repurchases under the 2022
Share Repurchase Program from surplus cash on its balance
sheet.
The Company's proposed repurchases under the 2022 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 and its insider trading policy.
The Company shall conduct the repurchase by exercising its
powers under the repurchase mandate to be given or to be given to
the Board pursuant to the resolutions of the shareholders of the
Company (the "Shareholders") passed at the annual general meeting
of the Company each year to repurchase shares of the Company not
exceeding 10% of the total number of the issued Shares (the "Share
Repurchase Mandate") as at the date of such annual general meeting,
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.
For the period from September 29,
2022 to the date of holding the upcoming annual general
meeting of the Company before the end of 2022, the Company will
repurchase under the authority of the repurchase mandate granted by
the Shareholders passed on July 11,
2022, and for the subsequent periods under the 2022 Share
Repurchase Program, the Company will repurchase under the
repurchase mandate to be granted by the Shareholders at the
upcoming annual general meeting, 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 2022 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
Listing Rules. Pursuant to Rule 10.06(2)(e) of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong
Limited (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 repurchase 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 Board believes that a share repurchase in the present
conditions will demonstrate the Company's confidence in its
business outlook and prospects and would benefit the Company and
create value to the Shareholders ultimately.
The Board believes that the current financial resources of the
Company would enable it to implement the share repurchase without
causing any material impact on its working capital.
The Board will review the 2022 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
design-led lifestyle products. 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"), in
announcements, circulars or other publications made on the website
of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock
Exchange"), 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 Hong Kong Stock
Exchange. 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.
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SOURCE MINISO Group Holding Limited