MINISO CEO Ye Guofu Enters Share Forward Covering 21.6M Shares

What Happened

• Ye Guofu, CEO of MINISO Group Holding Ltd (MNSO), is reported as the beneficial owner tied to Mini Investments SP1 Limited, which on 2026-09-17 entered into a prepaid variable share forward (a derivative contract) with an unaffiliated dealer. The contract covers up to 21,600,000 ordinary shares (equivalent to 5,400,000 ADSs, each ADS = 4 ordinary shares). The filing shows this as an "Other acquisition or disposition (J)" and lists price/value as N/A because final settlement amounts and any cash prepayment depend on later pricing mechanics.

Key Details

• Transaction date: 2026-09-17; Form 4 filed: 2026-09-21 (timely).
• Instrument: Prepaid variable share forward (derivative), divided into up to 80 components/settlement dates.
• Shares involved: Maximum of 21,600,000 ordinary shares (5,400,000 ADSs); final number deliverable may be less and is determined by Hedge Reference Price and subsequent settlement (VWAP-based) mechanics.
• Price/value: Not determinable at signing (N/A); Mini Investments received a cash prepayment based on the final number of shares and the Hedge Reference Price per contract terms.
• Collateral & dividends: Mini Investments transferred the maximum number of shares to the dealer as credit support; dealer must pay manufactured distributions equal to 100% of any cash dividends on the transferred shares (subject to conditions). Excess shares (above the final number) will be returned after the initial hedge period.
• Ownership chain: Mini Investments SP1 Limited is a BVI subsidiary ultimately controlled via a trust structure with Ye Guofu as settlor; Ye and his spouse Yunyun Yang are deemed beneficial owners of the shares held by Mini Investments.
• Filing timeliness: The Form 4 was filed within the SEC’s required reporting window for this transaction date.

Context

• This was not an open-market purchase or sale by the CEO but the creation of a derivative forward arrangement by an affiliated vehicle. Such prepaid variable forwards provide immediate cash to the seller (Mini Investments) and defer final share delivery (or cash settlement) over multiple future settlement dates; the final number of shares transferred depends on future share prices relative to contract floor and cap levels. Derivative entries like this change economic exposure but do not necessarily indicate a straightforward buy/sell view by the insider.