Subject to Completion. Preliminary Prospectus Dated October 7, 2020. 30,400,000 American Depositary Shares iled with the n any jurisdiction MINISO Group Holding Limited Representing 121,600,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Miniso Group Holding Limited. We are offering 30,400,000 ADSs to be sold in the offering. Prior to this offering, there has been no public market for the ADSs or ordinary shares. Each ADS represents four of our Class A ordinary shares, par value US$0.00001 per share. It is currently estimated that the initial public offering price will be between US$16.50 and US$18.50 per ADS. Application has been made for quotation on the New York Stock Exchange under the symbol “MNSO.” Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Mr. Guofu Ye, our chairman of the board of directors and our chief executive officer, and Ms. Yunyun Yang, our vice president, will beneficially own 328,290,482 Class B ordinary shares and 461,114,579 Class A ordinary shares, and Mr. Guofu Ye is authorized by the holders of 92,586,048 Class A ordinary shares to exercise the voting power on their behalf, which, in aggregate, represent 82.2% of our total voting power, assuming that the underwriters do not exercise their over-allotment option, or 81.4% of our total voting power, assuming that the over- allotment option is exercised in full. As a result, we will be a “controlled company” as defined under the NYSE Listed Company Manual because Mr. Guofu Ye and Ms. Yunyun Yang will hold more than 50% of the voting power for the election of directors. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to three votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. See “Risk Factors” on page 17 to read about factors you should consider before buying the ADSs. PRICE US$ PER ADS Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price .................................................. $ $ Underwriting discount(1) .................................................... $ $ Proceeds, before expenses, to us .......................................... $ $ (1) See “Underwriting” for additional information regarding underwriting compensation. We have granted the underwriters the right to purchase up to an additional 4,560,000 ADSs to cover over-allotments. The underwriters expect to deliver the ADSs against payment in New York, New York on , 2020. Goldman Sachs BofA Securities Securities and Exchange Commissionwhere the is offer effective. or This sale is preliminary not prospectus permitted. is not an offer to sell nor does it seek an offer to buy these securities i The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement f Prospectus dated , 2020. TABLE OF CONTENTS Page PROSPECTUS SUMMARY ......................................................... 1 RISK FACTORS .................................................................. 17 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ...................... 76 USE OF PROCEEDS .............................................................. 78 DIVIDEND POLICY ................................................................ 79 CAPITALIZATION ................................................................. 80 DILUTION ....................................................................... 82 ENFORCEABILITY OF CIVIL LIABILITIES ............................................. 84 CORPORATE HISTORY AND STRUCTURE ........................................... 86 SELECTED CONSOLIDATED FINANCIAL DATA ....................................... 88 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................... 91 INDUSTRY ...................................................................... 112 BUSINESS ....................................................................... 118 REGULATION .................................................................... 138 MANAGEMENT ................................................................... 150 PRINCIPAL SHAREHOLDERS ...................................................... 158 RELATED PARTY TRANSACTIONS ................................................. 162 DESCRIPTION OF SHARE CAPITAL ................................................. 164 DESCRIPTION OF AMERICAN DEPOSITARY SHARES ................................. 177 SHARES ELIGIBLE FOR FUTURE SALE ............................................. 186 TAXATION ....................................................................... 188 UNDERWRITING ................................................................. 195 EXPENSES RELATED TO THIS OFFERING .......................................... 207 LEGAL MATTERS ................................................................ 208 EXPERTS ....................................................................... 209 WHERE YOU CAN FIND ADDITIONAL INFORMATION ................................. 210 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ................................ F-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We are offering to sell, and seeking offers to buy the ADSs, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs. Neither we nor any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus or any filed free writing prospectus outside the United States. Until , 2020 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under “Risk Factors,” before deciding whether to invest in the ADSs. This prospectus contains information from an industry report commissioned by us and prepared by Frost & Sullivan, an independent research firm, to provide information regarding our industry and our market position. We refer to this report as the Frost & Sullivan Report. Mission Our mission is to enable everyone to enjoy life’s little surprises. Overview We are a fast-growing global value retailer offering a variety of design-led lifestyle products. Within seven years since we opened our first store in China in 2013, we have built our flagship brand “MINISO” as a globally recognized retail brand and established a massive store network worldwide. As of June 30, 2020, we served consumers primarily through our network of over 4,200 MINISO stores, of which we directly operated 129, including over 2,500 MINISO stores in China and over 1,680 MINISO stores across over 80 countries and regions in the rest of the world. Our revenue reached RMB9.0 billion (US$1.3 billion) in the fiscal year ended June 30, 2020. The aggregate GMV of products sold through our network reached RMB19.0 billion (US$2.7 billion) in 2019, making us the largest global branded variety retailer of lifestyle products, according to the Frost & Sullivan Report. Aesthetically pleasing design, quality and affordability are at the core of every product we deliver. In the fiscal year ended June 30, 2020, we offered consumers a wide selection of approximately 8,000 core SKUs, the vast majority of which are under our flagship brand “MINISO.” These products span across 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, and stationery and gifts. In the fiscal year ended June 30, 2020, we launched an average of over 600 SKUs per month. We continually and frequently roll out products of high appeal, high quality and high affordability, promoting a relaxing, treasure-hunting and engaging