No. S197744 Vancouver Registry IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

BETWEEN:

MINISO INTERNATIONAL LIMITED, MINISO INTERNATIONAL () CO. LIMITED, MINISO LIFESTYLE INC., MIHK MANAGEMENT INC., MINISO TRADING CANADA INC., MINISO CORPORATION and SAIMAN INVESTMENT CO. LIMITED

PETITIONERS AND:

MIGU INVESTMENTS INC., MINISO CANADA INVESTMENTS INC., MINISO (CANADA) STORE INC., MINISO (CANADA) STORE ONE INC., MINISO (CANADA) STORE TWO INC., MINISO (CANADA) STORE THREE INC., MINISO (CANADA) STORE FOUR INC., MINISO (CANADA) STORE FIVE INC., MINISO (CANADA) STORE SIX INC., MINISO (CANADA) STORE SEVEN INC., MINISO (CANADA) STORE EIGHT INC., MINISO (CANADA) STORE NINE INC., MINISO (CANADA) STORE TEN INC., MINISO (CANADA) STORE ELEVEN INC., MINISO (CANADA) STORE TWELVE INC., MINISO (CANADA) STORE THIRTEEN INC., MINISO (CANADA) STORE FOURTEEN INC., MINISO (CANADA) STORE FIFTEEN INC., MINISO (CANADA) STORE SIXTEEN INC., MINISO (CANADA) STORE SEVENTEEN INC., MINISO (CANADA) STORE EIGHTEEN INC., MINISO (CANADA) STORE NINETEEN INC., MINISO (CANADA) STORE TWENTY INC., MINISO (CANADA) STORE TWENTY-ONE INC., MINISO (CANADA) STORE TWENTY-TWO INC. and 1120701 B.C. LTD.

RESPONDENTS

THIRD REPORT OF THE MONITOR

ALVAREZ & MARSAL CANADA INC.

SEPTEMBER 11, 2019

TABLE OF CONTENTS

1.0 INTRODUCTION ...... 3 2.0 PURPOSE OF REPORT ...... 4 3.0 TERMS OF REFERENCE ...... 5 4.0 ACTIVITIES OF THE MONITOR SINCE THE SECOND REPORT ...... 5 5.0 REVIEW OF LEASES AND LEASE DISCLAIMERS ...... 6 6.0 PROPOSAL TO CONVERT FOUR STORES INTO FRANCHISES...... 7 7.0 PROPOSAL FROM MINISO LIFESTYLE TO JV LOCATIONS CONSIDERED AS CONTINUING STORES ...... 8 8.0 STORE CLOSURES AND LIQUIDATION SALE ...... 14 9.0 MINISO CANADA’S INTEREST IN RIGHTS TO USE MINISO BRAND AND SELL PRODUCTS IN ...... 15 10.0 CASH FLOW VARIANCES FOR PERIOD ENDED AUGUST 30, 2019 ...... 16 11.0 REVISED CCAA CASH FLOW FORECAST FOR THE PERIOD AUGUST 31, 2019 TO NOVEMBER 28, 2019 ...... 17 12.0 UPDATES ON THE CLAIMS PROCESS ...... 19 13.0 PROPOSED SUPPLIER’S CHARGE IN FAVOUR OF MINISO TRADING ...... 20 14.0 PROPOSED CLAIMS PROCESS ORDER FOR 1120701 B.C. LTD ...... 21 15.0 DEVELOPMENT OF THE PLAN OF ARRANGEMENT ...... 23 16.0 EXTENSION OF THE STAY OF PROCEEDINGS ...... 23 17.0 MONITOR’S RECOMMENDATIONS ...... 24

APPENDICES

Appendix A – Revised CCAA Cash Flow Forecast Appendix B – Supply Agreement Between Miniso Trading and MC Investments Appendix C – Proposed 1120 Claims Process Order

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1.0 INTRODUCTION

On July 12, 2019, on the application of Miniso International Hong Kong Limited, Miniso International (Guangzhou) Co. Limited, Miniso Lifestyle Canada Inc., MIHK Management Inc., Miniso Trading Canada Inc., Miniso Corporation and Guangdong Saiman Investment Co. Limited (collectively, the “Petitioners”), the Supreme Court of British Columbia (the “Court”) made an Order (the “Initial Order”) granting a stay of proceedings (the “Stay of Proceedings”) against or in respect of Migu Investments Inc. (“Migu”), Miniso Canada Investments Inc. (“MC Investments”), Miniso (Canada) Store Inc. (“MC Store”), twenty-two (22) entities named sequentially from “Miniso (Canada) Store One Inc.” to “Miniso (Canada) Store Twenty-Two Inc.” (the twenty-two entities collectively, the “MC Store Subsidiaries”, and together with Migu, MC Investments and MC Store, “Miniso Canada” or the “Companies”), and the JV Affiliates (as defined in the Initial Order) and their assets until July 22, 2019, pursuant to the provisions of the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"). The proceedings brought by the Petitioners under the CCAA will be referred to herein as the “CCAA Proceedings”.

Pursuant to the Initial Order, Alvarez & Marsal Canada Inc. ("A&M" or the "Monitor") was appointed as Monitor of the Companies in the CCAA Proceedings.

The Petitioners are part of a group of related corporations that, together, manufacture lifestyle products under the “Miniso” brand name, and operate or licence an international group of retail outlets selling “Miniso” branded inventory. The Petitioners hold security from the parent companies within Miniso Canada, specifically Migu, MC Investments and MC Store. The Petitioners and Miniso Canada are not related parties as defined in the CCAA or through any common ownership.

On July 19, 2019, the Monitor filed the First Report of the Monitor (the “First Report”) which, amongst other things, described the Monitor’s activities to date, the ongoing review of store leases, and potential lease and JV Interest disclaimers, Miniso Canada’s interest in rights to use the Miniso brand and sell products in Chile, the Companies’ actual cash flow results for the period ended July 12, 2019, and the proposed claims process (the “Claims Process”).

On July 22, 2019, this Honourable Court granted Orders which, amongst other things, extended the Stay of Proceedings to September 16, 2019 and approved the commencement of the Claims Process.

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On August 19, 2019, the Monitor filed the Second Report of the Monitor (the “Second Report”) which, amongst other things, described the Monitor’s activities to date, and provided updates regarding the ongoing review of store operations and leases, the Claims Process and Miniso Canada’s interest in rights to use the Miniso brand and sell products in Chile.

On August 22, 2019, this Honourable Court granted an Order to add 1120701 B.C. Ltd. (“1120”) as a Respondent to the CCAA Proceedings and authorized the Monitor to act as required in relation to the closing of the Amended and Restated Asset Purchase Agreement for the SA Assets (the “Amended SA APA”) and an agreement where US$271,010 is to be paid to 1120 (the “First Payment Reimbursement Agreement”) from the Chilean Vendor Entities.

The Initial Order along with select application materials and other documents filed in the CCAA Proceedings are posted on the Monitor’s website at www.alvarezandmarsal.com/minisocanada.

2.0 PURPOSE OF REPORT

This report (the “Third Report”) has been prepared by the Monitor to provide information to this Honourable Court in respect of the following: Activities of the Monitor since the Second Report; Review of store operations and leases, and select disclaimers; Miniso Canada’s indirect interest in a Miniso licence and assets in Chile; A comparison of actual cash receipts and disbursements to the CCAA Cash Flow Forecast for the period from August 17, 2019 to August 30, 2019; The revised CCAA cash flow forecast for the period from August 31, 2019 to November 28, 2019 (the “Revised CCAA Cash Flow Forecast”); The current status of the Claims Process; The proposed claims process order for 1120 (the “1120 Claims Process”); The proposed charge for Miniso Trading Canada Inc. (“Miniso Trading”); An update in respect of the Plan of Arrangement (the “Plan”); The extension of the Stay of Proceedings; and The recommendations of the Monitor.

The Third Report should be read in conjunction with the Monitor’s application materials dated September 11, 2019, the First Report, the Second Report, the Companies’ Notice of Application dated July 17, 2019, the Petition to the Court dated July 11, 2019, the supporting affidavit of Qihua Chen, the Pre-filing Report of the Proposed Monitor dated July 12, 2019 and other materials filed in the CCAA Proceedings (collectively, the “Filed Materials”), as background

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information contained in the Filed Materials has not been included herein to avoid unnecessary duplication. Capitalized terms which are not defined herein have meaning given to them in the Filed Materials.

3.0 TERMS OF REFERENCE

In preparing this report, A&M has necessarily relied upon unaudited financial and other information supplied, and representations made to it, by certain senior management of the Companies (“Management”) and the Petitioners. Although this information has been subject to review, A&M has not conducted an audit nor otherwise attempted to verify the accuracy or completeness of any of the information prepared by Management, the Petitioners or otherwise provided by the Companies. Accordingly, A&M expresses no opinion and does not provide any other form of assurance on the accuracy and/or completeness of any information contained in this report, or otherwise used to prepare this report.

Certain of the information referred to in this report consists of financial forecasts and/or projections prepared by Management and/or the Petitioners. An examination or review of financial forecasts and projections and procedures as outlined by the Chartered Professional Accountants of Canada has not been performed. Readers are cautioned that since financial forecasts and/or projections are based upon assumptions about future events and conditions that are not ascertainable, actual results will vary from those forecasts and/or projections and the variations could be significant.

Unless otherwise stated, all monetary amounts contained in this Third Report are expressed in Canadian dollars.

4.0 ACTIVITIES OF THE MONITOR SINCE THE SECOND REPORT

4.1 Since the Second Report and up to and including the date of this Third Report, the Monitor’s activities have included the following: Assisted with the day-to-day operations of the Companies; Communicated with and attended to various inquiries from trade creditors, landlords, JV Investors and other stakeholders, and assisted with arrangements with various suppliers regarding the ongoing supply of goods and services; Engaged in various discussions with Miniso Lifestyle Canada Inc. (the “Manager” or “Miniso Lifestyle”) and Miniso Canada’s real estate consultant, Oakmont Real Estate Services (“Oakmont”), to facilitate lease amendments for re-negotiated leases; Managed the Claims Process in accordance with the Claims Process Order;

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Issued certain disclaimers to landlords in respect of store leases and corresponding disclaimers for JV Interests; Issued lease disclaimers for the Miniso Canada office in , Quebec and for the Companies’ warehouse in Milton, ; Issued disclaimers to disclaim certain service contracts and certain equipment leases that are either uneconomical for the Companies or are no longer required due to the issuance of various premises lease disclaimers; Upon discussion with the Manager and the Companies’ counsel, prepared employee termination letters to 39 corporate-level employees (at head office and retail level), including the CEO (Mr. Tao Xu), and 123 retail associates, which provided either working notice or payment in lieu of notice for each employee; Continued monitoring of disbursement approvals, cash flow reporting and daily sales reporting; Engaged in the finalization of the sale of Miniso Canada’s indirect interest in certain assets and rights to use the Miniso brand and sell products in Chile (subsequently discussed) and matters related to the finalization of an Escrow Agreement resulting from the Amended SA APA for anticipated asset sale closings in and ; Engaged with Gordon Brothers Canada ULC in relation to certain store liquidations; and Engaged in discussions with the Manager and its counsel, and the Companies’ counsel, to develop the strategy with respect to the Plan.

5.0 REVIEW OF LEASES AND LEASE DISCLAIMERS

As noted in the Second Report, the Manager, in consultation with the Monitor, identified 30 stores that are to be closed (the “Closing Stores”), in 23 of which it appeared that Miniso Canada had granted interests to JV Investors (the “JV Locations”).

On August 8, 2019, the Monitor (on behalf of the Companies) disclaimed leases of six of the Closing Stores, of which four are JV Locations.

On August 21, 2019, the Monitor (on behalf of the Companies) disclaimed the leases of 24 Closing Stores, of which 19 stores are JV Locations. Additionally, the Monitor disclaimed corresponding JV Interest agreements that related to the JV Locations.

A total of 123 retail associates at the Closing Stores were provided with working notice. One week of average pay was provided as an incentive for each retail employee to complete scheduled shifts through to store closure.

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In accordance with the lease disclaimers issued, landlords of the disclaimed locations may dispute the disclaimer pursuant to section 32(2) of the CCAA. On September 5, 2019, the Monitor received a Notice of Application from White Oaks Mall Holdings Ltd. (“White Oaks”), landlord of a Closing Store, to dispute the lease disclaimer that was issued on August 21, 2019. The Monitor noted that the Notice of Application was filed with the Ontario Superior Court of Justice (Commercial List) and has invited White Oaks to file its application with this Honourable Court.

As part of Oakmont’s scope of work, it has been negotiating with various landlords to obtain lower lease rates from the landlords over specified periods. Such negotiations are largely complete, and Oakmont was able to renegotiate 20 leases to provide for more favourable rates for Miniso Canada. The respective landlords’ counsel and the Monitor’s counsel are currently working towards finalizing documentation for confirming the lease amendments, which are expected to be effective, in some cases retroactively, upon implementation of the Plan.

It is anticipated under the Plan (and ultimately subject to approval of this Honourable Court) that Miniso Lifestyle (or its assignee) will take over these leases from Miniso Canada, by way of mutual assignments between the landlords, Miniso Canada and Miniso Lifestyle. Accordingly, the Monitor is requesting that this Honourable Court authorize the Monitor to execute any real property lease amendments to finalize the foregoing lease amendments on behalf of Miniso Canada and potential assignments of the leases, which will be subject to implementation and Court approval of the Plan.

6.0 PROPOSAL TO CONVERT FOUR QUEBEC STORES INTO FRANCHISES

As noted in the Second Report, as of the original deadline to do so, none of the JV Investors with interests in JV Locations returned an expression of interest to convert the store in which they had an interest into a franchise store by taking over Miniso Canada’s interest in the lease and purchasing the inventory. However, subsequent to the original deadline, Mr. Bin Wu, a JV Investor with interests in seven stores in Quebec, approached the Manager in respect of potentially converting four Quebec stores (the “Four QC Stores”) into franchise stores as opposed to proceeding with lease disclaimers and liquidation. Three of the Four QC Stores are JV Locations in which Mr. Wu and his holding companies (“Wu Holdcos”) hold an interest, and one is a corporate store. Following further discussion with Mr. Wu, he has expressed an interest in taking over the Four QC Stores under the following arrangement: The Petitioners would prepare a franchise agreement to be entered into with the Wu Holdcos, and the Wu Holdcos will pay a compliance deposit of $10,000 per store;

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Miniso Canada would enter into an Acquisition Agreement with the Wu Holdcos to sell and transfer Miniso Canada’s interest in the Four QC Stores, including the inventory at the four stores (which is owned by MC Investments, the “Inventory Assets”), and the leasehold improvements and equipment (collectively, the “Purchased Assets”) to the Wu Holdcos; and Pricing of the Inventory Assets will be determined by an inventory count on all Inventory Assets by an independent firm, at the expense of Miniso Canada, calculated at 55% of the retail value of the Inventory Assets (the “Inventory Price”). The Inventory Price will be payable by way of two instalments: 50% of the Inventory Price is to be paid to MC Investments on the Closing Date, and the remaining 50% of the Inventory Price is to be financed by a promissory note issued to MC Investment that is payable in one year.

Subject to the above transaction being approved by this Honourable Court in a subsequent application it is expected that the transaction will be completed by no later than the end of November 2019.

7.0 PROPOSAL FROM MINISO LIFESTYLE TO JV LOCATIONS CONSIDERED AS CONTINUING STORES

Proposal to Continuing JV Investors

Further to the non-binding expressions of interest (the “Continuing Store EOI”) discussed in the Second Report that were distributed to the JV Investors (the “Continuing JV Investors”) for the JV Locations that are considered as continuing stores (the “Continuing JV Locations”) and the meeting held on August 21, 2019 to discuss the Continuing Store EOIs with Continuing JV Investors, the Monitor (on behalf of the Companies) and the Manager have held numerous conference calls and meetings with the Continuing JV Investors to discuss the Continuing Store EOI.

All Continuing JV Investors were provided with the disclosure documents and the form of agreements in relation to the proposed franchise arrangements (the “Continuing JV Packages”). Continuing JV Investors are to respond to the Monitor as to whether they are interested in the proposed arrangements based on the terms of the Continuing JV Packages (the “Transactions”) during the week of September 9, 2019 (various individual deadlines were set depending on the date that Continuing JV Packages were distributed). Upon confirmation of continued interest in the Transactions, the Miniso Group will forward the package of applicable

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definitive agreements (the “Definitive Agreements”) to the Continuing JV Investors for their execution.

The Monitor (on behalf of the Companies) and the Manager had initially sent the Continuing Store EOI to 22 Continuing JV Investors. Upon further review, two additional Continuing JV Investors were identified, and therefore 24 Continuing JV Packages were sent to the respective Continuing JV Investors.

During the course of the preparation of the Continuing JV Packages, it was noted that five of the Continuing JV Investors had either not signed any agreements nor made any investment contributions to the Companies (according to the records of the Companies), or that their equity interests appeared to have been converted to debt in 2018. Accordingly, the Monitor and the Manager have requested that these Continuing JV Investors provide additional information related to their investments and advances. Should it be determined that these five JV Investors are unable to demonstrate an ongoing equity interest in their respective Continuing JV Locations, no Definitive Agreements will be forwarded to these parties and these stores will be treated as corporate locations.

The essential terms of the Transaction were summarized in the Second Report, and, for ease of reference, are reproduced below: Miniso Canada would terminate all existing agreements between Miniso Canada, the JV Affiliates and the JV Investor; The Petitioners would create a new company (the “Store Company”) to carry on the business of the location in question with all interests in the assets and lease of the location transferred to the Store Company; The Petitioners would issue non-voting shares, which are entitled to receive dividends, to the JV Investor in the Store Company that reflects the JV Investor’s proportionate interest in the Continuing JV Location; The Petitioners would create a set of new agreements to be entered into with the JV Investor including, among other things, a Transfer and Assignment Agreement, Partnership Dissolution Agreement, Shareholder Agreement, Franchise Agreement, Operating Agreement and Consignment Agreement; and The Petitioners would supply inventory to the Store Company subject to the deposit payable pursuant to the Consignment Agreement of $200,000 (average inventory level at a store), the JV Investor’s share of which can be funded by issuance of a promissory note by the JV Investor in the amount of their proportionate share of the Store Company. The

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promissory note would be paid down from the profits generated by the Store Company and, in the event the promissory note becomes payable, then recourse would be limited to the JV Investor’s shares in the Store Company.

Since the circulation of the Definitive Agreements, the Petitioners, the Monitor and the various Continuing JV Investors have engaged in discussions in relation to the Transactions. The following changes/clarifications were subsequently made to the Definitive Agreements based on discussions between the Petitioners and the Continuing JV Investors: The requirement for a personal guaranty under the Franchise Agreement was removed; A 10% mark-up on reimbursement of expenses was removed from the Operating Agreement, and the language was revised to clarify that only expenses reasonably attributable to the operation or support of the store can be recovered; and An obligation for the Continuing JV Investors to fund their proportionate share of losses of the respective Store Companies (in the event there are losses incurred) equal to or in excess of $50,000 was added. This is to clarify that losses would be funded by shareholder loans from the Petitioners as opposed to additional equity issuances in the first instance, and that the Continuing JV Investors would not be expected to contribute additional funds to cover losses less than $50,000. If the Continuing JV Investors determine not to contribute additional funds in these circumstances, then the Continuing JV Investors’ interest in the respective Store Companies would be diluted.

Subject to the Transactions being approved by this Honourable Court and the implementation of the Plan, and any conditions precedent in relation to the Transactions being fulfilled or waived, it is expected that the Transactions will be completed by no later than the end of November, 2019.

In order to transition to the new business structure being contemplated in the Transactions, the Monitor will require the power to enter into, on behalf of the applicable JV Affiliates, such agreements or other instruments as may be necessary to terminate or dissolve the existing business structures.

Continuing JV Investors have been provided with up to 14 days to consider the Continuing JV Packages in accordance with applicable provincial franchise law requirements. They are also being advised that in the event that Definitive Agreements are not finalized by specific deadlines during the week of September 9, 2019 (the “Proposal Acceptance Deadline”), leases for select Continuing JV Locations will be disclaimed.

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Responses from Continuing JV Investors

Subsequent to the distribution of the Continuing JV Agreements, several Continuing JV Investors engaged counsel to review the Transactions and the Definitive Agreements. On September 6, 2019, Brauti Thorning LLP (“Brauti”), representing 12 Continuing JV Investor stores, requested that the Petitioners consider extending the Proposal Acceptance Deadline in order for their clients to further consider this matter, and requested that the Petitioners engage an independent financial advisor and representative counsel to act on behalf of all Continuing JV Investors.

The Petitioners (through their legal counsel) responded to Brauti on September 9, 2019 indicating that while the Petitioners were not prepared to extend the Proposal Acceptance Deadline or engage an independent financial advisor for the Continuing JV Investors, the Petitioners have requested that the Monitor engage legal counsel experienced in franchise law to provide advice to the Continuing JV Investors in relation to the Transaction and the Definitive Agreements.

Discussions ensued between the Petitioners, the Monitor and Brauti, and it was agreed on September 10, 2019 that Miniso Lifestyle would fund up to $20,000 for Brauti to review the Definitive Agreements and provide related advice to the Continuing JV Investors who seek such assistance from Brauti. This funding is not to include fees relating to negotiating underlying deal points in the Transaction.

None of the Continuing JV Investors executed the Definitive Agreements by the close of business on September 9, 2019. With a commitment now made to fund legal fees for the Continuing JV Investors, the Proposal Acceptance Deadline for return of Definitive Agreements was extended to 10 a.m. (PST) on September 16, 2019.

Next Steps

The Monitor understands that it is Miniso Lifestyle’s position that after September 16, 2019, it may not be amenable to accepting the return of the Definitive Agreements, and, accordingly, the Monitor (on behalf of Miniso Canada) needs to be prepared to disclaim leases for any of the Continuing JV Locations where the relevant Continuing JV Investor(s) do not enter into the Definitive Agreements.

Pursuant to section 32 (a) of the Initial Order, the Monitor:

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“shall not cause the Debtors to disclaim or resiliate any real property lease in respect of the premise identified in Schedule “A” to the Management Services Agreement (as defined herein) as being designated for continuing operations”.

Based on Schedule “A” to the Management Services Agreement (the “MSA”), the Monitor identified 17 stores that were designated for continuing operations and have now been identified as Closing Stores (collectively with stores deemed as “undecided” or “closing” by the Petitioners, the “Converted Closing Stores”). The list of the Converted Closing Stores is as follows:

Miniso Canada - Converted Closing Stores MSA Status Store Location Undecided - 021-1030-Rideau (ON) - 014-1020-West 41st Ave. (BC) - 012-1070-Promenada SC (ON) - 001-1050-SFU (BC) - 021-1010-Bayshore (ON) Total Undecided 5 Closing - 005-1020-Oshawa (ON) - 005-1060-Conestoga (ON) Total Closing 2 Continuing - 011-1010-Markville SC (ON) - 009-1020-ErinMills (ON) - 013-1080-Londonderry(AB) - 009-1040-Cedarbrae (ON) - 014-1010-New Westminster (BC) - 013-1070-Brewery District(AB) - 008-1020-219 Queen (ON) - 013-1060-Raymond Block (AB) - 013-1050-Crosslron Mills (AB) - 001-1070-Centerpoint (ON) - 010-1020-Hillcrest (ON) - 010-1030-Scarborough TC (ON) - 012-1010- (ON) - 012-1020-Yonge Sheppard C.(ON) - 013-1020-Beacon Hill (AB) - 013-1030-Griesbach Village (AB) - 013-1040-South Common (AB) Total Continuing 17 Grand Total 24

In the event that Definitive Agreements are not returned from the Continuing JV Investors by September 16, 2019, the Monitor is seeking authorization from this Honourable Court to allow

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the Monitor (on behalf of the Companies) to disclaim the leases for the “continuing” Converted Closing Stores, based on the following factors:

a) Miniso Lifestyle has provided a proposal to all Continuing JV Investors with a view to continuing operations in stores where an opportunity to generate positive returns is anticipated;

b) Miniso Lifestyle has responded extensively to the Continuing JV Investors questions and has recently agreed to fund certain legal costs to assist Continuing JV Investors with their diligence in respect of the Transaction;

c) While Miniso Lifestyle has the intention to continue operations in as many stores as possible, it does not appear willing to expend additional time and resources to enter into extended negotiations with the Continuing JV Investors. Additionally, the Monitor has been advised that Miniso Lifestyle is prepared to proceed with sponsoring a Plan without the Converted Closing Stores entering into their respective Transactions;

d) As the Petitioners control the Miniso brand and are the licence holder, franchisor and sole supplier for Miniso goods in Canada, the Monitor is unable to foresee a viable future for the stores without cooperation from Miniso Lifestyle; and

e) It is apparent to the Monitor that the leases at the Converted Closing Stores must be disclaimed as Miniso Canada’s partial interest in the leases is unlikely to produce any value if sold to a third party.

Miniso Lifestyle’s Intention for the Converted Closing Stores

In the event that leases for Converted Closing Stores are disclaimed, the Monitor understands that it is Miniso Lifestyle’s intention to contact the landlords at the Converted Closing Stores to lease the same locations from the respective landlords and reopen these stores as corporate stores owned by Miniso Lifestyle, and to offer employment to the existing employees who would be terminated by Miniso Canada.

In the event it is able to enter into new lease arrangements with the landlords at the respective Converted Closing Stores, Miniso Lifestyle will be seeking to purchase any inventory left at these disclaimed Converted Closing Stores and the applicable leasehold improvements and equipment (the “Closing Store Assets”) from Miniso Canada, and to offer employment to all existing employees.

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In order to facilitate the realization of the assets at the Converted Closing Stores, a framework has been established with the Monitor (on behalf of Miniso Canada) whereby Miniso Lifestyle would purchase the assets at each location for 10% above the forced liquidation value established by an independent appraiser.

Paragraph 14(a) of the Initial Order indicates that prior authorization from this Honourable Court is required for any sale of assets exceeding $10,000 in any one transaction and $100,000 in the aggregate provided that the sale is outside of the ordinary course of business. The Monitor is of the view that the above proposed sale of the Closing Store Assets is outside of the ordinary course of business, and it anticipates that the value of the Closing Store Assets to exceed the thresholds stipulated in the Initial Order.

The Monitor hereby seeks authorization from this Honourable Court to enter into transactions to sell the Closing Store Assets to Miniso Lifestyle, upon Miniso Lifestyle’s request, based on the following factors:

a) The sale of Closing Store Assets is to be completed at a price that exceeds liquidation value, and with no liquidation costs being incurred, thus generating higher net realizations than may otherwise be available, which , in the Monitor’s opinion, would be more beneficial to the creditors than a sale or disposition in a bankruptcy;

b) Any Restructuring Claims from landlords and employees against Miniso Canada will be obviated thus potentially enhancing recoveries that may be available to other stakeholders; and

c) Miniso Lifestyle controls licensing of the Miniso brand in Canada and Miniso Canada is unable to offer the sale of the Closing Store Assets to other parties without authorization from Miniso Lifestyle.

8.0 STORE CLOSURES AND LIQUIDATION SALE

The Monitor (on behalf of the Companies) engaged Gordon Brothers Canada ULC to assist with the sale of the inventory and store assets at the Closing Stores. Sales at the Closing Stores commenced on Saturday, August 17, 2019 and are expected to conclude on or before September 20, 2019.

As at September 9, 2019, gross proceeds from the retail liquidation sales (before any liquidation and operating costs) totaled $2.16 million, representing a recovery of 48.9% from retail prices.

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Apart from the sale of inventory, furniture and fixtures at the Closing Stores were also being marketed for sale. Up to September 9, 2019, the Companies were able to recover $32,000 from these sales.

9.0 MINISO CANADA’S INTEREST IN RIGHTS TO USE MINISO BRAND AND SELL PRODUCTS IN CHILE

Subsequent to obtaining the Order from this Honourable Court to add 1120 as a Respondent to the CCAA Proceedings and to authorize the Monitor to perform actions as required in relation to the closing of the Amended SA APA and First Payment Reimbursement Agreement, the Monitor has executed all the required documents for the closing of the sale of the Chilean Miniso stores, assets and operations (collectively, “Miniso Chile”) to Miniso BF Holding S.A.P.I de C.V. (the “SA Purchaser”).

The sale of Miniso Chile was closed on August 23, 2019. On August 28, 2019, the Monitor received from the SA Purchaser US$1,430,000, being Miniso Chile’s 30% share of the Second Payment (US$5,933,000), less post-closing adjustments.

The Monitor is still expecting to receive US$271,010 from the Chilean Vendor Entities in accordance to the First Payment Reimbursement Agreement, which is currently unsigned by the Chilean Vendor Entities, and will report to this Honourable Court when such funds are received.

As at the date of this report, transactions for the sale of the Peruvian and Argentinian Miniso assets have not been closed. Funds from the sale of the Peruvian and Argentinian Miniso assets will be placed into an Escrow Account, in accordance to the Escrow Agreement between the vendor entities in Peru and Argentina, 1153585 B.C. Ltd (the ultimate owner of the Peruvian Miniso interests), Miniso Lifestyle and the Escrow Agent.

While the Monitor is not a party to the Escrow Agreement, it has approved the arrangement in relation to the resolution of claims and agreed to the arbitration procedures as stipulated in the Escrow Agreement. Pursuant to the Escrow Agreement, the Monitor will have an opportunity to advance any claims against the Miniso Peruvian entities within 20 days of the closing in Peru. As noted in the Second Report, the Monitor is currently in the process of determining whether it will be advancing claims on behalf of Miniso Canada, 1120 and/or Bright Migu International Ltd. against the Miniso Peruvian entities.

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10.0 CASH FLOW VARIANCES FOR PERIOD ENDED AUGUST 30, 2019

As part of the ongoing oversight and monitoring of the business and financial affairs of Miniso Canada, the Monitor has set-up a weekly cash flow review protocol with the Companies and the Manager to compare actual cash flows against the CCAA Cash Flow Forecast. The Companies’ actual cash receipts and disbursements as compared to the CCAA Cash Flow Forecast for the period from August 17, 2019 to August 30, 2019 are summarized below:

Miniso Canada CCAA Cash Flow Forecast For the 2-week period ending August 30, 2019 (C$000s) Budget Actual Variance 2-Week Period Ending 30-Aug 30-Aug 30-Aug

Receipts Sales $ 2,168 $ 3,200 $ 1,032 Other receipts 22 1 (21) Total Receipts 2,190 3,201 1,011

Disbursements Vendor and supplier payments 172 96 (76) Payroll, benefits and payroll taxes 686 670 (16) Employee expenses - 4 4 Store operating disbursements 213 80 (132) Insurance - - - Rent and property taxes - 889 889 Professional fees 150 - (150) Other general and administrative costs 26 64 38 GST/PST/HST/QST - 40 40 Management fees 50 - (50) Contingency 40 - (40) Garnishments - - - Liquidators’ fees and disbursements - 147 147 Total Disbursements 1,337 1,991 654

Net Cash Flow 853 1,210 357

Cash Position Opening Cash Position 1,381 1,910 529 DIP funding - - - Closing Cash Position $ 2,235 $ 3,120 $ 886

The Companies experienced a net favourable cash flow variance of $886,000 over the period ended August 31, 2019. The principal components of the variance are described as follows:

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Higher opening cash balance as at August 17, 2019, which is discussed in the Second Report; Sales receipts that were $1.0 million higher than forecast due to the ongoing liquidation sale; Vendor and supplier payments, store operating expenses and professional fees that were $358,000 lower than forecast on a combined basis, mainly due to timing differences; and The positive variance was reduced by the payment of rent totaling $889,000, representing the second instalment of August 2019’s rent, and the payment to Gordon Brothers Canada ULC for liquidation fees and disbursements in the amount of $147,000, which were not budgeted in the CCAA Cash Flow Forecast.

No DIP advances have been drawn by the Companies to date.

11.0 REVISED CCAA CASH FLOW FORECAST FOR THE PERIOD AUGUST 31, 2019 TO NOVEMBER 28, 2019

Further to the CCAA Cash Flow Forecast presented to this Honourable Court on July 12, 2019, the Monitor, the Manager and the Companies have worked to prepare a revised and extended cash flow forecast for the period from August 31, 2019 to November 29, 2019, using the probable and hypothetical assumptions set out in the notes to the Revised CCAA Cash Flow Forecast. A copy of the Revised CCAA Cash Flow Forecast along with its notes, assumptions and Management representation letter are attached hereto as Appendix “[ ]”, and is summarized below:

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Miniso Canada Revised CCAA Cash Flow Forecast For the 13-week period ending November 29, 2019 (C$000s) Receipts Sales $ 12,450 Other receipts 120 Total Receipts 12,570

Disbursements Payments to Miniso Trading 3,200 Vendor and supplier payments 622 Construction of new stores 507 Payroll, benefits and payroll taxes 3,276 Store operating disbursements 803 Rent and property taxes 3,797 Professional fees 1,183 Liquidation fees 165 Other general and administrative costs 110 GST/PST/HST/QST 240 Management fees 300 Contingency 260 Total Disbursements 14,463

Net Cash Flow (1,893)

Cash Position Opening Cash Position 3,120 DIP funding - Closing Cash Position $ 1,227

Major changes in assumptions to the Revised CCAA Cash Flow Forecast from the CCAA Cash Flow Forecast include: a) Updated assumptions in relation to operating stores, based on the disclaimer notices issued, which affects assumptions for revenue and various operating expenses including rent, payroll, and store operating expenses, and purchases of new inventory; b) Increased forecast revenue for September 2019 to account for the effect of the liquidation sale, and the addition of forecast liquidator’s fees and disbursements to the Revised CCAA Cash Flow Forecast; c) The addition of construction costs for new Miniso stores, which Miniso Canada had committed to prior to the CCAA Proceedings, to be built and opened during the CCAA; and

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d) Forecast payments to Miniso Canada’s major supplier, Miniso Trading, one of the Petitioners, to partially settle post-filing inventory obligations. Miniso Trading is also seeking a supplier’s charge over the assets of Miniso Canada to secure its post-filing supply (subsequently discussed).

The Revised CCAA Cash Flow Forecast has been prepared solely for the purpose described in Note 1 of the Revised CCAA Cash Flow Forecast, and readers are cautioned that it may not be appropriate for other purposes.

12.0 UPDATES ON THE CLAIMS PROCESS

Pursuant to the Claims Process Order granted by this Honourable Court on July 22, 2019, the Monitor commenced the Claims Process on the Claims Process Initiation Date. The Claims Process was summarized in the First Report.

The Monitor has received numerous inquiries to date with respect to the Claims Process and has been assisting potential creditors with matters pertaining to submitting claims.

The Claims Bar Date was September 6, 2019 and the Restructuring Claims Bar Date is the later of the Claims Bar Date or 20 days after the date of the applicable Notice of Disclaimer or Resiliation.

As at the date of this Third Report, the Claims Bar Date has passed and additional Restructuring Claims are anticipated up to October 11, 2019, the latest Restructuring Claims Bar Date for a set of equipment leases and service agreements that were disclaimed on September 11, 2019. This is subject to any Restructuring Claims which may arise from the disclaimer of the leases of any Converting Closing Stores, although the Monitor does not expect to receive any such claims given the intention of Miniso Lifestyle to take over such stores (as described in Section 7 of this report).

As at September 9, 2019, the Monitor has received the following claims:

Miniso Canada - Claims Received as at September 9, 2019 Number of claims Value of claims ($'000) Type of claim Secured Unsecured Total Secured Unsecured Total Pre-filing 4 193 197 39,279 28,837 68,115 Restructuring 2 17 19 1,295 31,656 32,952 Total 6 197 216 40,574 60,493 101,067

The Monitor has also received claims against Directors and Officers of Miniso Canada totaling $14.4 million.

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The Monitor is in the process of reviewing all claims and will provide this Honourable Court with updates in due course.

13.0 PROPOSED SUPPLIER’S CHARGE IN FAVOUR OF MINISO TRADING

Based on the CCAA Cash Flow Forecast, no amounts were forecast to be paid to Miniso Trading for inventory to be received by Miniso Canada during the CCAA Proceedings.

Since the commencement of the CCAA, Miniso Trading has supplied over $4 million of inventory to Miniso Canada in order to support Miniso Canada’s ongoing operations. However, given the significant indebtedness of Miniso Canada to the Petitioners (over $30 million prior to the CCAA and over $4 million since the Filing Date), Miniso Trading indicated that it will only continue to supply inventory if it is protected by a Court-ordered charge to secure payment of post-filing deliveries, and that Miniso Canada pay for post-filing inventory from available cash resources (as noted in the Revised CCAA Cash Flow Forecast (discussed above)).

Accordingly, Miniso Trading has requested that it be granted a charge (the “Supplier’s Charge”), ranking after the Administration Charge and immediately ahead of the Interim Lender’s Charge, to secure all unpaid amounts relating to inventory supplied from and after September 16, 2019, to a limit of $4 million. A copy of what is expected to be the substantially final version of the supply agreement between Miniso Trading and MC Investments is attached as Appendix “[ ]”.

The Monitor has considered Miniso Trading’s request and considered it to be reasonable, based on the following:

a) The Petitioners have supplied inventory to Miniso Canada on credit since the commencement of the CCAA in order to support the restructuring process. As noted above, over $4 million of inventory has been supplied to Miniso Canada since the Initial Order. Without drawing on the Interim Financing (of up to $2 million) and possibly increasing the limit of the Interim Financing, the Companies will not be able to settle the full outstanding amount due to Miniso Trading for post-filing supply. By providing a Supplier’s Charge, which is interest-free, to Miniso Trading, the Companies will not be required to draw from the Interim Financing which carries an interest of 10% per annum thus preserving cash resources; and

b) Miniso Trading is the sole supplier of Miniso branded inventory for Miniso Canada and has indicated that it is not prepared to supply additional inventory to Miniso Canada on credit unless a Supplier’s Charge is obtained. The continued supply of inventory from

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Miniso Trading for “Miniso” branded products during the CCAA Proceedings is critical for Miniso Canada to continue as a going concern.

The Supplier’s Charge will impact the priority of the CCAA Charges by inserting a charge of up to $4.0 million in priority to the Interim Lender’s Charge (currently nil outstanding) and the Directors’ Charge (up to $1.0 million). It is notable that the priority of the Supplier’s Charge will “build” from September 16, 2019, and only affect the priority of the CCAA Charges as additional deliveries are received by Miniso Canada after that date. Alternatively, if the Interim Lender’s Charge was increased (from its current limit of $2.0 million) and drawn upon to pay for all goods supplied by Miniso Trading since July 12, 2019, the Director’s Charge would be immediately subordinated. The impact of the Supplier’s Charge to the beneficiaries of the CCAA Charges will be tracked and reported on by the Monitor in its subsequent reports.

Based on the foregoing factors the Monitor recommends that the Supplier’s Charge be granted to Miniso Trading.

14.0 PROPOSED CLAIMS PROCESS ORDER FOR 1120701 B.C. LTD

As previously noted, on August 22, 2019, this Honourable Court granted an order to add 1120 as a Respondent to the CCAA Proceedings. It was noted in the Court Order made on August 22, 2019 that the Claims Bar Date as stipulated in the Claims Process Order made on July 22, 2019 shall not apply to claims against 1120 (the “1120 Claims”) unless or until an amended claims process order is sought on notice to creditors of 1120.

Accordingly, the Monitor has filed a Notice of Application with this Honourable Court seeking an order (the “1120 Claims Process Order”) approving a claims process to determine the 1120 Claims, and any claims arising from the equity or shares issued by 1120 (subsequently discussed), and establish a Claims Bar Date for 1120 Claims (the “1120 Claims Bar Date”, as defined below). A copy of the proposed 1120 Claims Process Order is attached as Appendix “[ ]”.

Similar to the Claims Process Order, the proposed forms and notices for the 1120 Claims Process are included as schedules to the draft 1120 Claims Process Order. Capitalized terms describing the 1120 Claims Process, and as set out below, shall have the meaning ascribed to them in the 1120 Claims Process Order.

The 1120 Claims Process is intended to result in the solicitation, identification and verification of all claims against 1120, as well as their directors and officers, other than:

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a) claims arising after the Filing Date; and

b) claims secured by the CCAA Charges.

Although the claims solicited by the proposed 1120 Claims Process Order are broad, the draft order does not provide for the barring or extinguishment of any claims other than those capable of being compromised pursuant to the provisions of the CCAA.

It is contemplated that the 1120 Claims Process will be initiated one day after the Claims Process Order is granted (the “1120 Claims Process Initiation Date”).

It is not expected that there would be any Restructuring Claims against 1120 as no disclaimers or post-filing terminations are anticipated to be made by 1120.

Based on 1120’s accounting records, the Monitor was only able to identify three creditors, two of which are related entities and the remaining creditor is Mr. Tao Xu (for shareholder loans).

While the Monitor has obtained corporate records indicating that Migu is the 100% owner of 1120, it has come to the Monitor’s attention that based on TD Commercial Bank’s records (1120’s bank), an individual, Ms. Ling Lin (who is also a director of some of the Miniso Canada entities), was also noted as a shareholder of 1120. Accordingly, the Monitor wishes to call for both creditor claims and equity claims under the 1120 Claims Process to not only ascertain the quantum of the 1120 Claims, but to also ascertain Migu’s or any other party’s equity interest in 1120.

The proposed timeline for the 1120 Claims Process is as follows:

Timeline of the proposed 1120 Claims Process Activity Deadline Court approval of the 1120 Claims Process September 16, 2019

Monitor to post the 1120 Claims Process Order, the 1120 Claims Process Instruction Letter, a blank Proof of Claim form and a blank Notice of Dispute form on the Monitor’s website On or immediately following the 1120 Claims Process Initiation Date Monitor to publish a Newspaper Notice in the National Post

Monitor to send Claims Packages to all known creditors and shareholders of 1120 No later than September 23, 2019

1120 Claims Bar Date October 16, 2019

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Timeline of the proposed 1120 Claims Process Activity Deadline Later of October 16, 2019 or 20 days of the 1120 Restructuring Claims Bar Date applicable Notice of Disclaimer or Resiliation is issued Deadline for Monitor to send a Notice of No later than twenty days after the 1120 Revision or Disallowance (“NORD”) Claims Bar Date If creditors wish to dispute the NORD, they must:

Deliver a Notice of Dispute to the Monitor; and Within ten days after the date of the applicable NORDs Deadline for Creditor to serve Notice of Application and supporting materials to seek 30 days after sanction of Plan (or other date appeal from Notice of Revision or agreed by Monitor or ordered by the Court) Disallowance

The Monitor is of the view that the 1120 Claims Process provides reasonable timeframes for Creditors and shareholders to file and prove their claims against 1120, for the Monitor to adjudicate the Claims and for the dispute resolution process to be carried out by the Monitor and ultimately, by this Honourable Court if any claims cannot be resolved consensually.

15.0 DEVELOPMENT OF THE PLAN OF ARRANGEMENT

Based on the discussions that have included the Monitor and its counsel, the Petitioners and their counsel, and Miniso Canada’s counsel, it appears that progress is being made to develop a Plan that can be presented in the near term.

The Monitor will provide further commentary on the Plan once it is being filed with this Honourable Court.

16.0 EXTENSION OF THE STAY OF PROCEEDINGS

The Monitor has considered a number of factors in its application for the Stay Extension Order, including the following:

a) The time required by the Manager and the Monitor to complete negotiations with various JV Investors, develop a Plan and prepare for the Plan meeting;

b) Whether there would be any material financial prejudice to any of Miniso Canada’s creditors;

c) Whether Miniso Canada is acting with good faith and due diligence; and

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d) Whether Miniso Canada’s prospects of effecting a viable restructuring would be enhanced by an extension of the Stay of Proceedings.

The Monitor is of the view that Miniso Canada is acting in good faith and with due diligence and that there would not be material prejudice to Miniso Canada’s stakeholders should the extension of the Stay of Proceedings to November 18, 2019 be granted by this Honourable Court.

17.0 MONITOR’S RECOMMENDATIONS

The Monitor respectfully recommends that this Honourable Court grant an order providing for the following:

a) Authorization for the Monitor to execute and enter into amendments to and assignments, subject to the implementation of the Plan and Court approval, of any real property lease on behalf of Miniso Canada;

b) Authorization for the Monitor, notwithstanding paragraph 32(a) of the Initial Order, to disclaim real property leases applicable to the “continuing” Converted Closing Stores where no Definitive Agreements are received from the Continuing JV Investors prior to 10:00 a.m. (PST) on September 16, 2019;

c) Authorization for the Monitor to sell the Closing Store Assets relating to the Converted Closing Stores to the Petitioners;

d) Authorization for the Monitor, on behalf of any JV Affiliates, to execute any agreements or other instruments, or to take such other steps, as it may deem appropriate or advisable to dissolve any partnership or joint venture such JV Affiliate is party to, in connection with closing of a Transaction, all of which will be subject to implementation of the Plan and Court approval;

e) A declaration that Miniso Trading is entitled to benefit from the Supplier’s Charge for inventory provided to Miniso Canada from and after the date of the order granting the charge (September 16, 2019), with the priority for such charge ranking directly after the Administration Charge but immediately ahead of the Interim Lender’s Charge; and

f) An extension of the Stay of Proceedings to November 18, 2019.

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*****

All of which is respectfully submitted to this Honourable Court this 11th day of September, 2019. Alvarez & Marsal Canada Inc., in its capacity as Monitor of Migu Investments Inc., Miniso (Canada) Store Inc., 1120701 B.C. Ltd, Miniso Canada Investments Inc. and its subsidiaries

Per: Anthony Tillman Per: Pinky Law Senior Vice President Vice President

- 25 - APPENDIX A – REVISED CCAA CASH FLOW FORECAST Migu Investments Inc., Miniso (Canada) Store Inc., 1120701 B.C. Ltd., Miniso Canada Investments Inc. and its subsidiaries (collectively "Miniso Canada”) CCAA Cash Flow Forecast1 For the 13-week period ending November 29, 2019 (C$000s) Week Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13 13 Week Week Ending Notes 6-Sep 13-Sep 20-Sep 27-Sep 4-Oct 11-Oct 18-Oct 25-Oct 1-Nov 8-Nov 15-Nov 22-Nov 29-Nov Total

Receipts Sales 3 1,524$ $ 1,314 $ 1,104 $ 756 $ 766 $ 776 $ 786 $ 796 $ 806 $ 816 $ 826 $ 991 $ 1,189 12,450$ Other receipts 4 - 60 - - - - - 60 - - - - - 120 Total Receipts 1,524 1,374 1,104 756 766 776 786 856 806 816 826 991 1,189 12,570

Disbursements Payments to Miniso Trading 5 - - 1,500 - 200 - 200 - - 400 - 400 500 3,200 Vendor and supplier payments 6 76 66 55 38 38 39 39 40 40 41 41 50 59 622 Construction of new stores 7 34 90 47 3 27 30 - 99 - 30 55 42 50 507 Payroll, benefits and payroll taxes 8 - 653 - 633 - 613 - 243 216 243 216 243 216 3,276 Store operating disbursements 9 96 81 74 62 51 52 53 53 53 53 53 59 64 803 Rent and property taxes 10 873 - 676 - 579 - 545 - 579 - - 545 - 3,797 Professional fees 11 221 155 182 25 150 25 130 20 140 - 100 - 35 1,183 Liquidation fees 12 55 55 55 ------165 Other general and administrative costs 13 9 9 9 9 9 9 2 9 9 9 9 9 9 110 GST/PST/HST/QST 14 - - - 70 30 - - - 70 - - - 70 240 Management fees 15 - - 50 - 50 - 50 - 50 - 50 - 50 300 Contingency 16 20 20 20 20 20 20 20 20 20 20 20 20 20 260 Total Disbursements 1,384 1,128 2,668 860 1,154 788 1,039 484 1,177 796 544 1,368 1,073 14,463

Net Cash Flow 140 246 (1,564) (104) (388) (12) (253) 372 (371) 20 282 (377) 116 (1,893)

Cash Position Opening Cash Position 2 3,120 3,260 3,506 1,942 1,838 1,450 1,438 1,185 1,557 1,186 1,206 1,488 1,111 3,120 DIP funding 17 ------Closing Cash Position 3,260$ $ 3,506 $ 1,942 $ 1,838 $ 1,450 $ 1,438 $ 1,185 $ 1,557 $ 1,186 $ 1,206 $ 1,488 $ 1,111 $ 1,227 $ 1,227 Migu Investments Inc., Miniso (Canada) Store Inc., 1120701 B.C. Ltd., Miniso Canada Investments Inc. and its subsidiaries (collectively "Miniso Canada”)") Revised CCAA Cash Flow Forecast Notes and Assumptions

1. The Revised CCAA Cash Flow Forecast has been prepared by Management of Miniso Canada (the “Company”) to set out the cash flow of the Company during the Companies’ Creditors Arrangement Act proceedings (the “CCAA Proceedings”), and readers are cautioned that it may not be appropriate for other purposes.

The Company has disclaimed a total of 30 store leases, an office lease and a warehouse lease as at September 11, 2019 (the “Disclaimers”). It is assumed liquidation sales will be conducted during the period of August 30 to September 20, 2019, and upon the conclusion of the liquidation sale, only 42 stores will be operating.

2. The cash position as presented in the Revised CCAA Cash Flow Forecast includes the Company’s cash held in deposit accounts net of outstanding cheques as at August 30, 2019.

3. Receipts from sales are forecast based on the May to August 2019 weekly sales rates, and have been adjusted for the impact of the liquidation sale, store closures and seasonality based on Management’s experience.

4. Other receipts include collections from three Franchisee stores (two in Halifax and one in Yellowknife) for the sale of products and are forecast based on the ordering history for July and August 2019.

5. Payments to Miniso Trading Canada Inc. (“Miniso Trading”), one of the Petitioners, is related to payment for the supply of goods from Miniso Trading. The amounts payable is forecasted based on cash availability of Miniso Canada. Up to September 11, 2019, Miniso Trading has supplied over $4 million of goods to Miniso Canada during the CCAA Proceedings, and has not been paid for any of these purchases.

6. Vendor and supplier payments include the purchase of locally sourced goods for sale and are assumed to be paid based on accelerated payment terms or cash-on-delivery due to the impact of the CCAA Proceedings on supplier credit. Based on sales recorded since the commencement of the CCAA Proceedings, it appears that sales generated from locally sourced products accounted for 10% of total sales.

7. Miniso Canada is still in the process of opening new stores where leases were signed prior to the CCAA, and has incorporated the forecast for construction costs to be incurred during the CCAA Proceedings into the Revised CCAA Cash Flow Forecast.

8. Payroll, benefits and payroll taxes are forecast based on actual August 2019 payroll expenses, adjusted by the terminations made at both corporate and store levels since the commencement of the CCAA Proceedings.

9. Store operating disbursements include delivery expenses, marketing and promotion, repairs and maintenance, security services, bank charges and payment processor costs, utilities and communications, equipment rentals, temporary workers and supplies, and are generally based on recent weekly spending patterns as adjusted for Management’s forecast on sales levels.

10. Rent and property taxes are forecast based on actual rental payments assuming operations based on the timing of the Disclaimers. Rent is forecasted to be paid in two equal instalments each month in accordance to the Initial Order.

11. Restructuring professional fees have been forecast based on estimated costs of professional service firms relating to the CCAA Proceedings and include the Company’s legal counsel as well as the Monitor and its legal counsel.

12. As previously noted, Miniso Canada is in the process of running liquidating sales at certain disclaimed stores. Miniso Canada has engaged Gordon Brothers Canada ULC as its agent to conduct the liquidation sales, and has included the estimates for liquidator fees.

13. General and administrative expenses include travel expenses, automobile expenses, business license renewals and employees’ expenses, and is based on recent weekly expenses incurred.

14. Amounts payable represents forecasted PST and QST payments. Miniso Canada is not in a GST payable position, and it is not expected to be liable for any post-filing GST during the CCAA Proceedings.

15. According to the Management Service Agreement (the “MSA”) entered into between the Company and Miniso Lifestyle Canada Inc. (the “Manager”), the Company shall pay the Manager a management fee of $100,000/month, paid bi-monthly, for the provision of the management services as stipulated in the MSA.

16. A weekly contingency of $20,000 is included in the Revised CCAA Cash Flow Forecast to account for any unexpected incidental expenses.

17. Based on the Revised CCAA Cash Flow Forecast, interim lending is not required in the 13-week period. APPENDIX B - SUPPLY AGREEMENT BETWEEN MINISO TRADING AND MC INVESTMENTS

SUPPLY AGREEMENT

This Agreement (“Agreement”) is entered into and effective as of the 12th day of July, 2019

BETWEEN:

MINISO TRADING CANADA INC., a corporation incorporated pursuant to the laws of British Columbia with a registered and records office at 2900 - 550 Burrard Street, Vancouver, BC V6C 0A3

(the “Seller”)

AND:

MINISO CANADA INVESTMENTS INC., a company incorporated under the laws of British Columbia, by its court- appointed monitor, Alvarez & Marsal Canada Inc.

(the “Buyer”)

RECITALS:

A. The Buyer and certain affiliates are subject to proceedings under the Companies’ Creditors Arrangement Act (Canada) in Supreme Court of British Columbia No. S197744, Vancouver Registry (the “CCAA Proceedings”) initiated July 12, 2019 by the Seller and certain affiliates (collectively, the “Miniso Group”); and

B. In order to facilitate the continuation of the Buyer’s business operations in Canada during the CCAA Proceedings, the Miniso Group has agreed to continue to supply Miniso- branded products (the “Goods”) to the Buyer for sale in the Miniso Licensed Stores during the CCAA Proceedings and has directed the Seller to enter into this Agreement to supply the Goods to the Buyer in accordance with the terms and conditions hereof.

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

1. Definitions

Capitalized terms defined in the recitals or body of this Agreement shall have the meanings provided throughout this Agreement and the following capitalized terms used in this Agreement shall have the following meanings:

“Miniso Licensed Stores” means the stores identified in Schedule A attached hereto;

“Parties” means the Seller and the Buyer and “Party” means either of them; and

316709.00005/93458545.6 - 2 -

“Price” means the Seller’s price for Goods ordered pursuant to a Purchase Order as confirmed by an invoice issued by the Seller to the Buyer in accordance with this Agreement.

2. Agreement Priority and Inconsistencies

This Agreement for the supply and purchase and sale of the Goods constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all other previous statements, representations, or agreements, whether written or oral, regarding the purchase and sale of the Goods between the Parties and their respective affiliates. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any purchase order (including a Purchase Order), delivery confirmation or acceptance, receipt or invoice, for or relating to the Goods, the terms of this Agreement shall prevail.

3. Purchase Orders

The Buyer may issue purchase orders for the Goods (each a “Purchase Order”) from time to time during the term of this Agreement. The price payable for Goods ordered pursuant to a Purchase Order issued by the Buyer in accordance with this Agreement shall be the Price.

4. Supply and Delivery of Goods

The Seller will supply and deliver the Goods ordered pursuant to a Purchase Order to the Buyer in accordance with this Agreement.

The Seller’s obligations to supply and deliver the Goods hereunder is conditional upon the Buyer obtaining an order of the court in the CCAA Proceedings granting a charge (the “Supplier’s Charge”) in favour of the Seller over all of the assets of all of the Respondents in the CCAA Proceedings as security for the obligations of the Buyer to pay for the Goods delivered by the Seller to the Buyer from and after the date of the order. The Supplier’s Charge is to rank ahead of all other encumbrances against the Respondents’ assets other than the Administration Charge, as that term is defined in the order of the court made in the CCAA Proceedings on July 12, 2019.

Notwithstanding anything to the contrary herein, the Seller may cease to supply and deliver the Goods: (i) immediately in the event the Buyer defaults in payment in accordance with the terms agreed upon by the Seller and the Buyer as contemplated hereby; and (ii) in any event on 10 days’ written notice from the Seller to the Buyer.

5. Delivery Terms

The Seller will deliver the Goods: (a) at the Seller’s facility located at 16062 Portside Road, Richmond, BC V6W 1M1; (b) at the Seller’s facility located at 8460 Mount Pleasant Way, 8W7, Milton, ON L9T 0M1; or (c) at such other location agreed by the Buyer and the Seller at the time of acceptance of the Purchaser Order or otherwise.

316709.00005/93458545.6 - 3 -

6. Price and Payment

The Buyer shall pay the Seller the Price for the Goods ordered pursuant to a Purchase Order in the amount shown in the Seller’s invoice delivered in accordance with this Agreement, including GST and any other applicable taxes, and such payment will be due upon delivery of the Goods in accordance with this Agreement, unless otherwise agreed by the Buyer and the Seller from time to time.

7. Invoices

The Seller will invoice the Buyer for Goods ordered pursuant to this Agreement, which will confirm the Seller’s acceptance of the Purchase Order and be payable in accordance with this Agreement. Each invoice will include the following: (a) a reference to the Purchase Order pursuant to which the Goods were ordered; (b) a description of the Goods to be delivered in respect of which the invoice relates and the relevant quantity and expected date of delivery; (c) a reference number for the Buyer to quote with remittance of payment; (d) the Price relating to the Goods; (e) the amount of GST and any PST payable; and (f) a statement that it is subject to the terms and conditions of this Agreement.

8. Title and Risk

Title to the Goods delivered pursuant to this Agreement will pass to the Buyer upon delivery to the Buyer. Risk in the Goods delivered pursuant to this Agreement will pass to the Buyer when the Goods are delivered to the Buyer in accordance with this Agreement.

9. Warranties and Disclaimer

The Seller makes no warranties whatsoever with respect to the Goods and expressly disclaims any warranties, express or implied, relating to the purchase and sale of the Goods or this Agreement to the fullest extent possible pursuant to applicable laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

10. Limitation of Liability

The Seller shall not be liable to the Buyer for any consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, lost profits or revenues or economic loss arising out of or relating to this Agreement or the supply of the Goods under any legal or equitable basis of liability whatsoever. Without limiting the foregoing, the Seller’s aggregate liability to the Buyer arising out of or relating to this Agreement under any legal or equitable basis of liability whatsoever, including negligence, shall be limited to the Price paid by the Buyer.

316709.00005/93458545.6 - 4 -

11. Term

The term of this Agreement shall commence as of the date first written above and shall continue until the earlier of: (i) a Termination Event (as defined below); and (ii) October 31, 2019, unless terminated earlier by the Seller in accordance with the terms hereof, or extended by mutual written agreement of the Parties.

12. Termination

The Seller may, at its option, terminate this Agreement on ten (10) days’ prior written notice to the Buyer.

For the purposes of this Agreement, a “Termination Event”, which shall result in the automatic termination of this Agreement, shall mean:

(a) a breach by the Buyer of this Agreement, or by the Buyer or its affiliates of any other agreement between the Buyer and the Seller or their respective affiliates; or

(b) termination of or lifting the stay under the CCAA Proceedings, pursuant to which this Agreement is made.

Termination of this Agreement will not affect the liability of either Party for obligations incurred pursuant to this Agreement prior to termination, except that the Seller will not be required to fulfill any Purchase Orders which may still be outstanding at that time. If this Agreement is terminated under this section, then the Seller will submit to the Buyer a final invoice for the Price for any Goods supplied to the Buyer prior to the date of termination and not included in any previous invoice or payment.

13. Time

Time is of the essence of this Agreement.

14. Assignment

The Buyer must not assign or otherwise transfer, in whole or in part, any part of its rights or obligations in or under this Agreement without the prior written consent of the Seller.

15. Set-Off

Any amount owed to the Seller under this Agreement shall not be subject to any set-off or reduction by the Buyer.

16. Territory Restriction

The Buyer may only sell Goods to its customers within the Miniso Licensed Stores in Canada.

316709.00005/93458545.6 - 5 -

17. Severability

If any provision of this Agreement shall be found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, then this Agreement shall continue in full force and effect with respect to the remaining provisions and any such void, invalid, illegal or unenforceable provision shall be deemed severable and stricken.

18. Waiver

Waiver by the Seller of the strict performance of any provision of, or delay in exercising any right under, this Agreement will not in itself constitute a waiver or abrogate such provision or rights (unless expressly waived in writing), nor be a waiver of any subsequent breach of the same or other provision of this Agreement.

19. Applicable Law and Jurisdiction

This Agreement will be governed by the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia. The Parties irrevocably and unconditionally submit to and accept the jurisdiction of the courts of British Columbia for any proceeding in connection with this Agreement.

20. Execution and Delivery

This Agreement may be executed by the Parties in counterparts and such counterparts may be delivered by facsimile or other electronic means of delivery and all such counterparts shall be deemed to be an original and shall together constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date referenced above.

MINISO TRADING CANADA INC.

By: Name: Title:

MINISO CANADA INVESTMENTS INC., by its court-appointed monitor, Alvarez & Marsal Canada Inc.

By: Name: Title:

316709.00005/93458545.6 SCHEDULE A

MINISO LICENSED STORES

序号 省份 城市City 店铺名Store Name 店铺地址Address Number Province 1 BC Vancouver 002-1020-West Broadway 1256 W Broadway, Vancouver, BC V6H 1G6

2 BC Vancouver 001-1010-Tsawwassen 5000 Canoe Pass Way, Tsawwassen, BC V4M 0B3 3 BC Vancouver 002-1010-Granville 550 Granville St, Vancouver, BC V6C 1X6 4 BC Vancouver 001-1050-SFU 8920 University High St, Burnaby, BC V5A 4Y6

5 BC Vancouver 004-1010-Saba Road 8010 Saba Rd, Richmond, BC V6Y 4B2

6 BC Vancouver 001-1030-Sevenoaks Unit 330 - 32900 South Fraser Way, Abbotsford, BC V2S 5A1 7 ON 009-1010-Pickering 1355 Kingston Rd, Pickering, ON L1V 1B8

8 BC Vancouver 001-1020-Park Royal 2026 Park Royal S #2110, West Vancouver, BC V7T 2W4 9 ON Toronto 008-1010-Stone Road 435 Stone Rd W, Guelph, ON N1G 2X6

10 ON Toronto 010-1010-Upper Canada 17600 Yonge St, Newmarket, ON L3Y 4Z1

11 ON Toronto 001-1040-Bramalea 508A and 508B, , 25 Peel Centre Drive, Brampton, ON 12 AB Edmonton 013-1030-Griesbach Village 9940 137 Ave NW #107, (AB Edmonton, AB T5E 6W1

13 ON Toronto 005-1020-Oshawa 419 King St W, Oshawa, ON L1J 2K5

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14 ON Toronto 010-1020-Hillcrest 9350 Yonge St, Richmond Hill, ON L4C 5G2

15 BC Vancouver 014-1010-New Westminster 800 Carnarvon St #348, New (BC) Westminster, BC V3M 0G3

16 BC Vancouver 003-1010-Robson 1039 Robson St, Vancouver, BC V6E 1A9

17 BC Vancouver 014-1020-West 41st Ave. (BC) 2138 W 41st Ave, Vancouver, BC V6M 1Z1

18 BC Vancouver 001-1060-Coquitlam 2929 Barnet Hwy, Coquitlam, BC V3B 5R5

19 AB Edmonton 013-1040-South Common 1748-1732 99 St NW, (AB) Edmonton, AB T6N 1K8

20 BC Vancouver 005-1010-Guildford 2547-10355 152 St, Surrey, BC V3R 7C1

21 ON Waterloo 005-1060-Conestoga 550 King St N, Waterloo, ON N2L 5W6

22 BC Vancouver 007-1010-Lynn Valley 1199 Lynn Valley Rd, North Vancouver, BC V7J 3H1

23 ON Toronto 009-1020-ErinMills 5100 Erin Mills Pkwy, Mississauga, ON L5M 4Z5

24 QC Montreal 015-1010-475 Saint Catherine 475 Saint-Catherine St W, Montreal, QC H3B 1B1

25 ON Toronto 001-1070-Centerpoint 6464 Yonge St, North York, ON M2M 3X4

26 ON Toronto 011-1020-CF Toronto Eaton H011, , C. Ontario

27 AB Calgary 013-1020-Beacon Hill (AB) H111, RioCan Beacon Hill Mall, Calgary, Alberta

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28 AB Edmonton 012-1050-West Edmonton 8882 170 St NW, Edmonton, Mall AB T5T 4J2

29 ON Toronto 010-1040-Square One 100 City Centre Dr, Mississauga, ON L5B 2C9

30 QC Montreal 004-1030- 3131 Boulevard Cote-Vertu Ouest, Saint-Laurent, QC H4R 1Y8 31 QC Montreal 015-1020-1631 Saint 1631 Saint-Catherine St W, Catherine Montreal, QC H3H 1L8

32 ON Markham 011-1010-Markville SC (ON) 5000 Hwy 7, Markham, ON L3R 4M9

33 AB Rocky View 013-1050-Crosslron Mills 261055 Crossiron Blvd, (Close to (AB) Rocky View No. 44, AB Calgary) T4A 0G3 34 QC Montreal 011-1070- 3003 Boulevard le (QC) Carrefour, Laval, QC H7T 1C7 35 ON Scarborough 010-1030-Scarborough TC 300 Borough Dr, (ON) Scarborough, ON M1P 4P5

36 QC Montreal 001-1080-Place Rosemere 401 Boul Labelle, Rosemère, QC J7A 3T2

37 ON Toronto 012-1070-Promenada SC (ON) 1 Promenade Cir, Thornhill, ON L4J 4P8

38 QC Montreal 004-1020-Carrefour 01740, Angrignon Shopping Centre, Montreal

39 QC Montreal 011-1060-CF Les Galeries 7999 Boulevard les Galeries D'Anj d'Anjou, Montréal, QC H1M 1W9 40 QC Montreal 006-1010- (QC) 1600 Boulevard le Corbusier, Laval, QC H7S 1Y9 41 QC Montreal 006-1020-Galeries Rive Nord- 100 Boulevard Brien, QC Repentigny, QC J6A 5N4

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42 NS Halifax 200-1010-Spring Garden Pl 5640 Spring Garden Rd, (NS) Halifax, NS B3J 3M7

43 ON Toronto 012-1020-Yonge Sheppard 4841 Yonge St, North York, C.(ON) ON M2N 5X2

44 QC Montreal 011-1050-FairviewPointe- 6801 Trans-Canada Hwy, Claire Pointe-Claire, QC H9R 5J2

45 ON Toronto 011-1080-Fairview Park Mall 2960 Kingsway Dr, Kitchener, ON N2C 1X1

46 BC Vancouver 016-1010-841 Granville Str 841 Granville St, Vancouver, Va. BC V6Z 1K7

47 ON Vaughan 005-1040-Vanghan Mills (ON) 1 Bass Pro Mills Dr, Concord, ON L4K 5W4

48 QC Montreal 006-1040-Alexis Nihon SC. 1500 Atwater Ave, (QC) Montreal, QC H3Z 1X5

49 ON Hamilton 011-1030- 999 Upper Wentworth St, (ON) Hamilton, ON L9A 4X5

50 ON Toronto 011-1090-Masonville (ON) 1680 Richmond St, London, ON N6G 3Y9

51 NS Halifax 200-1020-HSC (NS) 7001 Mumford Rd Unit #722, Halifax, NS B3L 4R3

52 QC Montreal 006-1030-Mall Champlain 2151 Boulevard Lapinière, (QC) Brossard, QC J4W 2T5

53 ON Oakville 012-1010-Oakville Place (ON) 240 Leighland Ave, Oakville, ON L6H 3H6

54 ON Ottawa 021-1010-Bayshore (ON) Bayshore Shopping Centre, 100 Bayshore Drive, Ottawa

55 AB Edmonton 013-1060-Raymond Block 10471-82 Ave NW, (AB) Edmonton, AB

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56 ON Toronto 012-1080-Burlington Mall X2, Burlington Mall, (ON) Burlington, Ontario

57 ON Toronto 012-1090-Georgian (ON) Unit N011a, , Barrie, ON

58 ON Toronto 009-1040-Cedarbrae (ON) , Toronto, Ontario

59 ON Toronto 010-1050-Richmond R4 - 120 Adelaide St W, Adelaide(ON) Toronto, ON M5H 1T1

60 ON Toronto 008-1020-219 Queen (ON) 219 Queen St W, Toronto, ON M5V 1Z4

61 Yellowkni Yellowknife 300-1010-Yellow Knife (NT) 4914 49 Street Northway fe Building, Yellowknife, NT

62 ON Toronto 009-1030-Chartwell (ON) Chartwell Shopping Centre, Toronto, Ontario

63 ON Toronto 009-1110-St Catherine (ON) 285 Geneva Street, St. Catherines, ON, L2N 2G1

64 ON Toronto 009-1060-3080 Yonge St (ON) 3080 Yonge St, Toronto, ON M4N 3N1

65 ON Toronto 009-1070-Bayview Lane (ON) 8220 Bayview Ave, Thornhill, ON L3T 2S2

66 ON Toronto 009-1080-Maple Grove (ON) 3a-511 Maple Grove Dr, Oakville, ON L6J 6X8

67 ON Toronto 000.D-1010-Walmart 2525 St Clair Ave W, Stockyard Toronto, ON, M6N 4Z5

68 ON Ottawa CF Rideau Center Store 50 Rideau St, Ottawa, ON K1N 9J7

69 BC Burnaby Metrotown Mall Store 4700 Kingsway, Burnaby, BC V5H 4N2

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70 BC Vancouver Surrey Central Walmart Store 2151 - 10153 King George Blvd Unit 802, Surrey, BC V3T 2W3 71 QC Montreal CF Promenades St-Bruno 1 Boulevard des Store Promenades, Saint-Bruno- de-Montarville, QC J3V 5J5 72 ON Toronto Meadowvale Town Centre 6677 Meadowvale Town Store Centre Cir, Mississauga, ON L5N 2R5 73 AB Edmonton Londonderry Mall Store 1 Londonderry Mall Northwest, Edmonton, AB T5C 3C8 74 ON Ottawa St. Laurent Store 1200 St Laurent Blvd, Ottawa, ON K1K 3B8

75 AB Edmonton Brewery District Store Unit C01010A, The Brewery District, Edmonton, Alberta

76 ON Toronto White Oaks Mall Store Unit C01010A, The Brewery District, Edmonton, Alberta

77 ON Toronto Morning side Morningside Crossing, Toronto, Ontario

78 ON Toronto Jackson Square Unit 253 & 254, Llyod D. Jackson Square, 2 King Street West 79 ON Ottawa Billing Bridge #133, Billings Bridge Centre, Ottawa, ON

80 ON Ontario Parkway Mall, Toronto, Ontario

81 ON Ontario Walmart Brampton #3135 Brampton 30 Conventry Rd

82 BC Victoria Walmart Victoria 3109 Victoria 3460 Saanich Road Victoria BC

316709.00005/93458545.6 APPENDIX C - PROPOSED 1120 CLAIMS PROCESS ORDER