名创优品2025中期报告

名創優品集團控股有限公司 Contents Company Information2Financial Performance Highlights5Business Review and Outlook9Management Discussion and Analysis20Corporate Governance32Other Information36Independent Review Report47Unaudited Consolidated Statement of Profit orLoss49 Unaudited Consolidated Statement of Profit orLoss and Other Comprehensive Income50Unaudited Consolidated Statement of FinancialPosition51Unaudited Consolidated Statement of Changesin Equity53Unaudited Consolidated Statement of CashFlows55Notes to the Unaudited Interim Financial Report56Definitions102 Company Information DIRECTORS Executive DirectorMr. YE Guofu (Chairman and Chief Executive Officer) Independent Non-Executive Directors Ms. XU LiliMr. ZHU YonghuaMr. WANG Yongping AUDIT COMMITTEE Ms. XU Lili(Chairperson)Mr. ZHU YonghuaMr. WANG Yongping COMPENSATION COMMITTEE Mr. ZHU Yonghua(Chairperson)Ms. XU LiliMr. WANG YongpingMr. YE Guofu NOMINATING AND CORPORATEGOVERNANCE COMMITTEE Mr. WANG Yongping(Chairperson)Ms. XU LiliMr. ZHU YonghuaMr. YE Guofu JOINT COMPANY SECRETARIES Mr. ZHANG JingjingMs. WONG Hoi Ting AUTHORISED REPRESENTATIVES Mr. YE GuofuMs. WONG Hoi Ting HEAD OFFICE AND PRINCIPAL PLACE OFBUSINESS IN CHINA 1098510000 8/F, M PlazaNo. 109, Pazhou AvenueHaizhu District, Guangzhou 510000Guangdong ProvinceChina PRINCIPAL PLACE OF BUSINESS IN HONGKONG 88Plaza 88 35B-D Flats B-D, 35/F, Plaza 8888 Yeung Uk RoadTsuen Wan, the New TerritoriesHong Kong REGISTERED OFFICE Maples Corporate Services LimitedPO Box 309, Ugland HouseGrand Cayman, KY1-1104Cayman Islands Maples Corporate Services LimitedPO Box 309, Ugland HouseGrand Cayman, KY1-1104Cayman Islands AUDITOR 97927 Ernst & YoungCertified Public AccountantsRegistered Public Interest Entity Auditor27/F, One Taikoo Place979 King’s RoadQuarry Bay, Hong Kong HONG KONG SHARE REGISTRAR 183171712-1716 Computershare Hong Kong Investor Services LimitedShops 1712-1716, 17th FloorHopewell Centre183 Queen’s Road EastWan ChaiHong Kong Company Information P R I N C I P A LS H A R E R E G I S T R A R A N DTRANSFER OFFICE Maples Fund Services (Cayman) LimitedPO Box 1093Boundary Hall, Cricket SquareGrand Cayman, KY1-1102Cayman Islands Maples Fund Services (Cayman) LimitedPO Box 1093Boundary Hall, Cricket SquareGrand Cayman, KY1-1102Cayman Islands PRINCIPAL BANKS Citibank N.A.China Citic Bank Corporation LimitedAgricultural Bank of China LimitedChina Construction Bank Corporation 9896 HONG KONG STOCK CODE9896 MNSO NYSE SYMBOLMNSO https://ir.miniso.com COMPANY WEBSITEhttps://ir.miniso.com Financial Performance Highlights Non-IFRS Financial Measures EBITDAEBITDA In evaluating the business, MINISO considers and uses adjustednet profit, adjusted EBITDA and adjusted basic and diluted netearnings per Share as supplemental measures to review and assessits operating performance. The presentation of these non-IFRSfinancial measures is not intended to be considered in isolation oras a substitute for the financial information prepared and presentedin accordance with IFRS. MINISO defines adjusted net profit asprofit for the period excluding equity-settled share-based paymentexpenses, gain or loss from fair value change of derivatives,issuance cost of derivatives and interest expenses related to theEquity Linked Securities and interest expenses related to thebank loans used for acquisition of the equity interest in Yonghui,and share of loss of Yonghui, net of tax. MINISO defines adjustedEBITDA as adjusted net profit plus depreciation and amortization,finance costs excluding interest expenses related to the EquityLinked Securities and interest expenses related to the bank loansused for acquisition of the equity interest in Yonghui and income Financial Performance Highlights tax expense. MINISO computes adjusted basic and diluted netearnings per Share by dividing adjusted net profit attributable tothe equity shareholders of the Company by the number of Sharesused in the basic and diluted earnings per Share calculation onan IFRS basis. MINISO computes adjusted basic and diluted netearnings per Share in the same way as it calculates adjusted basicand diluted net earnings per ADS, except that it uses the number ofShares used in the basic and diluted earnings per Share calculationon an IFRS basis as the denominator instead of the number ofADSs represented by these Shares. MINISO presents these non-IFRS financial measures because theyare used by the management to evaluate its operating performanceand formulate business plans. These non-IFRS financial measuresenable the management to assess its operating results withoutconsidering the impacts of the aforementioned non-cash and otheradjustment items that MINISO does not consider to be indicativeof its operating performance in the future. Accordingly, MINISObelieves that the use of these non-IFRS financial measures providesuseful information to investors and others in understandingand evaluating its operating results in the same manner as