20-F/A: MINISO Group Files 20-F/A Amendment with Yonghui Financials

MINISO Group Holding Limited has filed an amendment to its 2025 Form 20-F, primarily to include the financial statements of its significant equity method investee, Yonghui Superstores Co., Ltd.

Summary

• This filing is an amendment (Amendment No. 1) to MINISO Group Holding Limited's Annual Report on Form 20-F for the fiscal year ended December 31, 2025.
• The amendment's sole purpose is to include the separate financial statements and related notes of Yonghui Superstores Co., Ltd. (Yonghui) as required by Rule 3-09 of Regulation S-X.
• Yonghui is an unconsolidated subsidiary and an investee accounted for by the equity method, which was determined to be significant to MINISO's financial results for the year ended December 31, 2025.
• The amendment includes the Yonghui Financial Statements as of December 31, 2025, and for the nine months ended December 31, 2025.
• This amendment does not alter any other parts of the original filing or reflect events occurring after the original filing date.
• The financial statements of Yonghui are prepared in accordance with International Financial Reporting Standards (IFRS) but note a departure from IFRS 1 and IAS 1 due to the omission of comparative figures and an opening IFRS statement of financial position.
• Yonghui reported a net loss attributable to equity holders of RMB2,699,905,000 for the period from April 1, 2025, to December 31, 2025.
• As of December 31, 2025, Yonghui's current liabilities exceeded its current assets by RMB8,340,536,000, but the company has plans to mitigate working capital pressure and improve its financial position, including securing sufficient bank credit facilities.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing negatively due to the significant net loss and working capital issues reported by Yonghui Superstores Co., Ltd., which is a material investee of MINISO Group, coupled with a qualified audit opinion on Yonghui's financials.

Positives

• MINISO Group is complying with SEC regulations by filing the necessary amendment to include significant subsidiary financial information.
• Yonghui Superstores Co., Ltd. has secured sufficient bank credit facilities to alleviate working capital pressure and expects to sustain normal operations.
• Yonghui is implementing strategic plans focused on refined management and consolidation of professional capabilities to improve operating cash flows.
• Yonghui's financial statements, despite a net loss, are prepared under IFRS, providing a recognized accounting framework.

Negatives

• Yonghui Superstores Co., Ltd. reported a significant net loss of RMB2,699,905,000 for the period from April 1, 2025, to December 31, 2025.
• Yonghui's current liabilities exceeded its current assets by RMB8,340,536,000 as of December 31, 2025, indicating potential working capital challenges.
• Yonghui's financial statements have a qualified audit opinion due to the omission of comparative figures and an opening IFRS statement of financial position, which are required by IFRS.
• Goodwill of RMB 3,661,000 was fully impaired during the period for the Shanghai Dongzhan CGU.
• Yonghui incurred significant other expenses totaling RMB1,158,964,000, including a loss on disposal of non-current assets of RMB772,924,000.

Risks

• Yonghui's financial statements indicate a going concern uncertainty due to current liabilities exceeding current assets, although management has plans to address this.
• The qualified audit opinion on Yonghui's financial statements highlights a departure from IFRS requirements, potentially impacting the comparability and completeness of the financial information.
• The impairment of goodwill for the Shanghai Dongzhan CGU suggests a potential overvaluation in prior acquisitions or a decline in the performance of that unit.
• Significant 'Other expenses' for Yonghui, particularly the loss on disposal of non-current assets, could indicate asset write-downs or unfavorable divestitures.

Future Outlook

The filing itself is an amendment to a past annual report and does not contain forward-looking statements or guidance from MINISO Group. However, the included financial statements for Yonghui Superstores Co., Ltd. indicate that the company has formulated plans and measures to mitigate working capital pressure and improve its financial position, expecting to secure sufficient working capital and bank financing to sustain normal operations.

Industry Context

StockSavvy.ai notes that the inclusion of Yonghui Superstores' financials in MINISO's 20-F filing is a regulatory requirement driven by Yonghui's significance as an equity method investee. This highlights the complex interdependencies and reporting obligations within large corporate structures, especially when significant investments are involved. The financial performance of Yonghui, including its net loss and working capital challenges, will be a key factor for investors to monitor as it impacts MINISO's overall financial presentation.

Comparison to Industry Standards

• Yonghui Superstores Co., Ltd.'s financial statements are prepared in accordance with IFRS, which is a global standard. However, the specific period covered (April 1, 2025, to December 31, 2025) and the omission of comparative figures and an opening IFRS statement of financial position represent a departure from standard IFRS presentation, as noted by the auditors.
• The qualified audit opinion on Yonghui's financial statements due to non-compliance with IFRS 1 and IAS 1 is a significant deviation from industry best practices for financial reporting.
• Yonghui's reported net loss of RMB2.79 billion for the nine-month period and a current liabilities to current assets ratio indicating a substantial working capital deficit are concerning metrics within the retail sector, especially for a company of its scale.

Legal Proceedings

• Yonghui Superstores Co., Ltd. was involved in an arbitration case (SHIAC (2024) No. 3170) where the Arbitral Tribunal awarded the Group outstanding share transfer consideration of RMB 3,639,089,071, accelerated maturity default penalties totaling RMB 218,345,345, and reimbursement of legal fees and arbitration fees from the respondents (Dalian Yu Jin Trading Co., Ltd., Mr. Wang Jianlin, Mr. Sun Xishuang, and Yifang Group).
• The competent court accepted Yonghui's application for compulsory enforcement of the arbitral award against the respondents on May 22, 2026.

Related Party Transactions

• Yonghui Superstores Co., Ltd. engaged in numerous transactions with related parties, including purchases and sales of products, services received and provided, fund usage fees, rental expenses and income, and interest on lease liabilities.
• Significant balances with related parties include trade receivables, prepayments, deposits, other receivables, trade payables, other payables, and lease liabilities.
• Yonghui had cash deposited with Fujian Huatong Bank Co., Ltd. amounting to RMB 300,048,000 as of December 31, 2025.

Stakeholder Impact

• Shareholders of MINISO Group Holding Limited will be impacted by the financial performance of Yonghui Superstores Co., Ltd., as it is accounted for under the equity method and its losses affect MINISO's reported results.
• Creditors of Yonghui Superstores Co., Ltd. may be concerned about the company's working capital deficit and its ability to meet short-term obligations, although management plans and credit facilities are in place.
• Suppliers to Yonghui Superstores Co., Ltd. may face payment risks given the company's financial position, though trade payables to related parties are substantial.
• Employees of Yonghui Superstores Co., Ltd. may be concerned about job security given the reported losses and working capital challenges, although the company states plans to improve efficiency and consolidate capabilities.

Next Steps

• MINISO Group will continue to consolidate Yonghui Superstores Co., Ltd. using the equity method.
• Investors will monitor Yonghui's progress in implementing its strategic plans to improve financial position and operating cash flows.
• MINISO Group will file its subsequent required SEC reports.

Key Dates

Recommendation

The filing is an amendment to an annual report, primarily to include financial statements of a significant investee. While MINISO Group itself is not presenting new operational results, the significant losses and qualified audit opinion of Yonghui Superstores Co., Ltd. introduce considerable uncertainty and negative sentiment. However, the filing does not provide enough new information about MINISO's core operations to warrant a strong buy or sell. Therefore, a 'hold' recommendation is appropriate, pending further clarity on the impact of Yonghui's situation on MINISO's consolidated performance and strategic outlook.

Keywords

MINISO Group Holding Limited, Form 20-F/A, Amendment, Yonghui Superstores Co., Ltd., Financial Statements, SEC Filing, Regulation S-X, IFRS, Equity Method Investment, Annual Report