名创优品2025年度报告

Stock Code 股份代號：9896 Contents Company Information2Financial Performance Highlights5Five-year Financial Summary10Business Review and Outlook12Management Discussion and Analysis24Directors’ Report36Directors and Senior Management52Corporate Governance Report58Other Information82Independent Auditor’s Report97Consolidated Statements of Profit or Loss104Consolidated Statements of Profit or Loss and OtherComprehensive Income105Consolidated Statements of Financial Position106Consolidated Statements of Changes in Equity108Consolidated Statements of Cash Flows110Notes to the Consolidated Financial Statements112Definitions267 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 8F, M PlazaNo. 109, Pazhou AvenueHaizhu District, Guangzhou 510000Guangdong ProvinceChina 2MINISO •Annual Report 2025 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 Auditor under theAccounting and Financial Reporting Council Ordinance27/F, One Taikoo Place979 King’s RoadQuarry Bay, Hong Kong HONG KONG SHARE REGISTRAR 183171712-1716 Computershare Hong Kong Investor Services LimitedShop 1712-1716, 17th FloorHopewell Centre183 Queen’s Road EastWan ChaiHong Kong PRINCIPAL SHARE REGISTRAR ANDTRANSFER 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 Company Information 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 adjustedoperating profit, adjusted net profit, adjusted EBITDA and adjustedbasic and diluted net earnings per Share as supplemental measuresto review and assess its operating performance. The presentation ofthese non-IFRS financial measures is not intended to be consideredin isolation or as a substitute for the financial information preparedand presented in accordance with IFRS. MINISO defines adjustedoperating profit as operating profit for the period excluding equity-settled share-based payment expenses. MINISO defines adjustednet profit as profit for the period excluding equity-settled share-based payment expenses, gain or loss from fair value change ofderivatives, issuance cost of derivatives and interest expensesrelated to the Equity Linked Securities (as defined below) andinterest expenses related to the bank loans used for acquisition ofthe equity interest in Yonghui Superstores Co., Ltd () (“Yonghui”), changes in fair value of redemption liabilitiesarising from preferred shares and share of loss of Yonghui, net oftax. MINISO defines adjusted EBITDA as adjusted net profit plusdepreciation and amortization, finance costs excluding interestexpenses related to the Equity Linked Securities and interestexpenses related to the bank loans used for acquisition of theequity interest in Yonghui and income tax expense. MINISOcomputes adjusted basic and diluted net earnings per Share bydividing adjusted net profit attributable to the equity shareholdersof the Company by the number of Shares used in the basic anddiluted earnings per Share calculation on an IFRS basis. MINISOcomputes adjusted basic and diluted net earnings per Share in thesame way as it calculates adjusted basic and diluted net earningsper ADS (as defined below), 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