Share Purchase Agreement

(1)

THE DAIRY FARM COMPANY, LIMITED (牛奶有限公司), a limited liability company incorporated under the laws of Hong Kong whose registered address is at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ (the “Seller”);

(2)

Guangdong Juncai International Trading Co., Ltd. (广东骏才国际商贸有限公司), a limited liability company incorporated under the laws of the PRC whose registered address is at ▇▇. ▇▇▇, ▇▇▇▇, ▇^▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the “Purchaser”).

(A)

The Seller has agreed to sell, and the Purchaser has agreed to purchase, 1,913,135,376 shares in Yonghui Superstores Co., Ltd. (永辉超市股份有限公司) (“Target Shares”), a company incorporated in the PRC and listed on the SSE (as defined below) (the “Target Company”), on and subject to the terms of this Agreement.

1

Definitions

2

Sale and Purchase of the Target Shares

3

Consideration

4

Condition

4.1

Condition Precedent to Closing

4.1.1

The Seller having completed the registration procedures with the People's Bank of China and State Administration of Foreign Exchange for the opening of a designated RMB account for receipt of proceeds from sale of A shares.

4.1.2

The SSE having issued a confirmation form (《上海证券交易所上市公司股份协议转让确认表》) with respect to the sale and purchase of the Target Shares, and such confirmation form remaining in full force and effect.

4.1.3

MINISO Group Holding Limited (名创优品集团控股有限公司) having obtained SEHK’s confirmation on no further comments on the circular in respect of the purchase of the Target Shares.

4.1.4

The State Administration for Market Regulation of the PRC having issued a decision not to conduct further review, prohibit, or approve with conditions, with respect to the

4.1.5

MINISO Group Holding Limited (名创优品集团控股有限公司) having obtained shareholders’ approval for the purchase of the Target Shares

4.2

Responsibility for Satisfaction

4.2.1

The Seller shall use its best efforts to cause the satisfaction of the conditions set forth in Clause 4.1.1 as soon as reasonably practicable. The Purchaser shall provide any reasonable and necessary cooperation in a timely manner.

4.2.2

The Purchaser shall use its best efforts to cause the satisfaction of the conditions set forth in Clause 4.1.3 to Clause 4.1.5 as soon as reasonably practicable. The Purchaser shall use best efforts to submit the notification of concentration of undertakings to the State Administration for Market Regulation of the PRC in accordance with Articles 26 and 28 of the Anti-Monopoly Law of the People's Republic of China within 30 days of this Agreement. The Seller shall provide any reasonable and necessary cooperation in a timely manner.

4.2.3

The Parties shall use their best efforts to cause the satisfaction of the conditions set forth in Clause 4.1.2 as soon as reasonably practicable, including jointly applying to the SSE for the confirmation form as soon as reasonably practicable. The Purchaser agrees to advance the handling fees payable by the Seller to the SSE and CSDC. The Parties agree to comply with any extension of the application timetable required by the SSE or the CSDC.

4.2.4

Each Party shall maintain communication with the other Party regarding the conditions listed in Clause 4.1 for which it is responsible under the foregoing provisions, including promptly informing the other Party of the progress of the relevant conditions, any documents or information received from the relevant authorities, SSE or SEHK, and any circumstances that may result in the relevant conditions not being satisfied before the Long Stop Date (as defined below).

4.2.5

Without limiting the generality of the foregoing provisions, the Purchaser agrees that:

(i)

To the extent necessary to cause the satisfaction of the conditions in Clauses 4.1.2 to 4.1.4 as soon as practicable and in any event by the Long Stop Date, it shall (and shall cause its relevant Affiliates to) propose, negotiate, accept and execute all reasonable and necessary undertakings or conditions with the relevant authorities, SEHK or SSE to effect the sale, divestiture, licence, or disposition of any necessary assets or businesses of MINISO Group Holding Limited (名创优品集团控股有限公司) or its controlled entities for so long as it would not have a material adverse effect on MINISO Group Holding Limited (名创优品集团控股有限公司) and its Controlled entities taken as a whole; and

(ii)

it shall (and shall cause its relevant Affiliates to) ensure that subject to compliance with Applicable Laws, the transaction contemplated under this

4.3

Failure to Satisfy Conditions

5

Closing

5.1

Date and Place

5.2

Purchaser’s Closing Obligation

5.2.1

pay the Consideration (after deducting the handling fees payable by the Seller to SSE and CSDC which have been advanced by the Purchaser) to the seller’s account by wire transfer of immediately available funds in RMB and deliver to the Seller a copy of the irrevocable wiring instructions evidencing such payment; and

5.2.2

sign all necessary documents and take all necessary actions to submit to China Securities Depository and Clearing Corporation (“CSDC”) the application for registering the transfer of Target Shares to the Purchaser.

5.3

Seller’s Closing Obligation

5.3.1

sign all necessary documents and take all necessary actions to submit to CSDC the application for registering the transfer of Target Shares to the Purchaser; and

5.3.2

deliver or cause to be delivered to the Target Company the written resignations of the directors (being ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇) and the supervisor (being ▇▇▇▇ ▇▇) nominated by it to the Target Company, with a copy delivered to the Purchaser.

5.4

Breach of Closing Obligations

5.4.1

to terminate this Agreement (other than Clauses 1, 8 and 10.2 to 10.10) without liability on its part; or

5.4.2

to effect Closing so far as practicable having regard to the defaults which have occurred; or

5.4.3

to fix a new date for Closing (being not more than seven Trading Days after the agreed date for Closing) in which case Clauses 5.1, 5.2 and 5.3 shall apply to Closing as so deferred but provided such deferral may only occur once.

5.5

Post-Closing Matters

6

Warranties

6.1

Parties’ Warranties

6.1.1

It is validly existing and is a company duly incorporated under the law of its jurisdiction of incorporation. It has the legal right and full power and authority to enter into and perform this Agreement. This Agreement constitutes valid and binding obligations on it in accordance with its terms.

6.1.2

The execution by it of this Agreement, and the performance of its obligations thereunder, will not:

(i)

result in a breach of any provision of its constitutional documents;

(ii)

result in a breach of, or constitute a default under, any agreement, licence or other instrument to which it is a party or by which it is bound; or

(iii)

result in a breach of any existing order, judgment or decree of any court, governmental agency or regulatory body by which it is bound.

6.1.3

It is not insolvent under the laws of its jurisdiction of incorporation or unable to pay its debts as they fall due. There are no circumstances which may adversely affect its ability to comply with this Agreement.

6.2

Seller’s Additional Warranties

6.2.1

The Seller is the sole legal and beneficial owner of the Target Shares and has the right to exercise all voting, economic and other rights over the Target Shares.

6.2.2

The Target Shares have been properly and validly issued and are each fully paid. The Target Shares are free from any claim, lien, third party right, security interest of any kind, or any freezing orders from any competent court.

6.3

Purchaser’s Additional Warranties

6.3.1

it has legitimate and sufficient sources of funds to pay the Consideration and it does not hold any Target Shares for the benefit of any other third party;

6.3.2

it has relied solely upon its own due diligence on the Target Company and the opinions of itself and its professional advisors concerning the Target Shares or Target Company, and has not relied on any information concerning the Target Shares or Target Company provided to the Purchaser by the Seller, or any firm, partner, employee, agent, adviser or representative of the Seller except for the warranties provided by the Seller under this Agreement; and

6.3.3

it fully understands the risks for purchasing the Target Shares, and will not make any claims against the Seller with respect to any losses arising from or in connection with the holding of Target Shares after the Closing.

7

Undertakings

7.1

The Purchaser undertakes to comply with the sell-down restrictions under the Applicable Laws with respect to the Target Shares follow the Closing.

7.2

The Seller undertakes that, from the execution of this Agreement until immediately before the Purchaser is registered as the owner of the Target Shares, if any proposal is considered at a shareholders’ meeting or board meeting of the Target Company that would result in a reduction in the number of voting shares of the Target Company (being any proposal for a reduction in the registered capital of the Target Company or any new share buyback by the

8

Announcement and Confidentiality

8.1

Announcements

8.2

Confidentiality

9

Default

9.1

Subject to Clause 9.3, if a Party is in breach of this Agreement, it shall indemnify the other Party for any losses suffered by it as a result of such breach, including any benefit that would have been gained by such other Party from the breaching party’s performance of the Agreement.

9.2

If a Party fails to pay any sum due under this Agreement to the other Party by the due date, an interest at the rate of 0.03% per day shall accrue on the overdue amount from the due date until the date of final payment in full together with all interest thereon.

9.3

The aggregate liability of a Party in respect of all its breaches under this Agreement shall not exceed the Consideration.

10

Other Provisions

10.1

Further Assurances

10.2

Whole Agreement

10.2.1

This Agreement contain the whole agreement between the Parties relating to the sale by the Seller and the purchase by the Purchaser of the Target Shares to the exclusion of any terms implied by Applicable Laws which may be excluded by

10.2.2

The Purchaser agrees and acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty or undertaking not expressly incorporated into them.

10.3

Assignment

10.4

Variation

10.5

Costs

10.6

Tax

10.6.1

The Seller and the Purchaser shall each bear the stamp duty and other taxes payable by it under the Applicable Laws as a result of the transactions contemplated by this Agreement.

10.6.2

The Seller shall timely make tax filings or reports with respect of the transfer and sale of the Target Shares under this Agreement pursuant to Applicable Laws in the PRC, and pay the applicable taxes (if any) in connection therewith. The Purchaser shall take actions and execute documents pursuant to the Applicable Laws and/or requirements of competent tax authority in the PRC in a timely manner for the purpose of such tax filings or reports. As evidence that the relevant tax filings or reports have been duly filed, promptly upon making of such filing, the Seller shall provide the Purchaser with a copy of acknowledgement or receipt in respect of such filing issued by the competent tax authority in the PRC.

10.6.3

All payments to be made by the Purchaser under this Agreement shall be made without deduction of any withholdings.

10.7

Notices

10.7.1

Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

(i)

in writing in English and Chinese;

(ii)

delivered by hand, e-mail, recorded or special delivery or courier using an internationally recognised courier company.

10.7.2

A Notice to the Seller shall be sent to the following address, or to such other person or address as the Seller may notify to the Purchaser from time to time:

10.7.3

A Notice to the Purchaser shall be sent to the following address, or to such other person or address as the Purchaser may notify to the Seller from time to time:

10.7.4

A Notice shall be effective upon receipt and shall be deemed to have been received:

(i)

at the time recorded by the delivery company, in the case of recorded delivery;

(ii)

at the time of delivery, if delivered by hand or courier;

(iii)

at the time of sending if sent by e-mail, provided that receipt shall not occur if the sender receives an automated message that the e-mail has not been delivered to the recipient.

10.8

Language

10.9

Governing Law

10.10

Arbitration

(3)

THE DAIRY FARM COMPANY, LIMITED (牛奶有限公司), a limited liability company incorporated under the laws of Hong Kong whose registered address is at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ (the “Seller”); and

(4)

Guangdong Juncai International Trading Co., Ltd. (广东骏才国际商贸有限公司), a limited liability company incorporated under the laws of the PRC whose registered address is at ▇▇. ▇▇▇, ▇▇▇▇, ▇^▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the “Purchaser”).

(B)

The Seller and the Purchaser entered into the Share Purchase Agreement (as defined below) on 23 September 2024;

(C)

The Seller and the Purchaser hereby agree to amend the Share Purchase Agreement in accordance with the terms of this Supplemental Agreement; and

(D)

For the avoidance of doubt, the provisions of the Share Purchase Agreement that have not been modified by this Supplemental Agreement shall remain unaffected and shall continue to be in force; in the event of any conflict between the Share Purchase Agreement and this Supplemental Agreement, this Supplemental Agreement shall prevail.

11

Definitions

11.1

Incorporation of defined terms

12

Amendment

12.1

With effect from the date of this Supplemental Agreement, the Share Purchase Agreement shall be amended as follows:

12.1.1

The original Clause 1 of the Share Purchase Agreement is hereby amended by the addition of the following definitions:

12.1.2

The phrase “which shall be paid in accordance with Clause 5.2.1” in the original Clause 3 shall be deleted in its entirety and replaced with the following: “which shall be paid in accordance with Clause 5.2”; Clause 3.2 shall be added to the original Clause 3 of the Share Purchase Agreement as follows:

(i)

In the event of an ex-rights event such as a share grant, capitalisation of capital from provident fund, share split, etc. of the Target Company, the Consideration for the Target Shares will remain unchanged; and

(ii)

In the event that the Target Company undergoes an ex-dividend event as a result of cash dividend distribution, the Consideration for the Target Shares shall be reduced by the amount of the cash dividend received by the Seller;

12.1.3

The original Clause 5 of the Share Purchase Agreement shall be deleted in its entirety and replaced with the following:

5

Stage I Closing

5.1

Date and Place

5.2

Purchaser’s Stage I Closing Obligations

5.3

Seller’s Stage I Closing Obligations

5.4

Parties’ Stage I Closing Obligations

5.4.1

If the Parties need a reasonable period of time to prepare the application materials required by the CSDC, the Parties shall use their best endeavours to prepare all necessary documents and take all necessary actions required for applying for the registration of the transfer of the Target Shares as soon as reasonably practicable, without any unreasonable refusal or delay.

5.4.2

After the Purchaser has completed full payment of the amount referred to in Clause 5.2, the Parties shall, in good faith, use their best endeavours to negotiate and agree on a reasonable date (the “Transfer Registration Application Date”) for submitting the complete set of application materials to the CSDC for the registration of the transfer of the Target Shares, without any unreasonable refusal or delay. The Parties shall cooperate (including signing all necessary documents and taking all necessary actions) to submit on the Transfer Registration Application Date the application to the CSDC for registering the transfer of the Target Shares to the Purchaser.

5.5

Breach of Stage I Closing Obligations

5.5.1

to terminate this Agreement (other than this Clause 5.5, Clauses ‎1, 9, and 11.2 to 11.10) without liability on its part;

5.5.2

to effect the Stage I Closing so far as practicable having regard to the defaults which have occurred; or

5.5.3

to fix a new date for the Stage I Closing (being not more than seven Trading Days after the agreed date for the Stage I Closing) in which case Clauses 5.1, 5.2, 5.3 and 5.4 shall apply to the Stage I Closing as so deferred.

5.6

Stage I Post-Closing Matters

6

Final Closing

6.1

Date and Place

6.2

Purchaser’s Final Closing Obligations

6.3

Seller's Final Closing Obligations

6.3.1

transfer (or cause to be transferred) the Net Consideration by transfer of immediately available funds in RMB from the Escrow Account to the Seller's Designated Account through a written instruction jointly given by the Seller and the Purchaser or in a manner permitted by the Escrow Agency Agreement.

6.3.2

deliver or cause to be delivered to the Target Company the written resignations of the directors (being ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇) and the supervisor (being ▇▇▇▇ ▇▇) nominated by it to the Target Company, with a copy delivered to the Purchaser.

6.4

Breach of Final Closing Obligations

6.4.1

to fix a new date for the Final Closing (being not more than seven Trading Days after the agreed date for the Final Closing) in which case Clauses 6.1, ‎5.2 and 6.3 shall apply to the Final Closing as so deferred but provided such deferral may only occur once; or

6.4.2

to terminate this Agreement (other than Clause 1, this Clause 6.4.2, Clause 9 and Clauses 11.2 to 11.10) and to ensure that the Parties are restored to the position they were in prior to the signing of this Agreement with respect to the ownership of the Target Shares, including, but not limited to, as applicable, re-registration of the Target Shares in the name of the Seller and/or return of the Net Consideration.

12.1.4

The phrase “the following statements are true and accurate as of the date of this Agreement and as of the Closing Date” in the original Clause 6.1 (which is renumbered as Clause 7.1 pursuant to Clause 2.1.10 of this Supplemental

12.1.5

The phrase “the following statements are true and accurate as of the date of this Agreement and as of the Closing Date” in the original Clause 6.2 (which is renumbered as Clause 7.2 pursuant to Clause 2.1.10 of this Supplemental Agreement) of the Share Purchase Agreement shall be deleted in its entirety and replaced with the following: “the following statements are true and accurate as of the date of this Agreement and as of the Transfer Registration Application Date”.

12.1.6

The phrase “and will not make any claims against the Seller with respect to any losses arising from or in connection with the holding of Target Shares after the Closing” in the original Clause 6.3.3 (which is renumbered as Clause 7.3.3 pursuant to Clause 2.1.10 of this Supplemental Agreement) of the Share Purchase Agreement shall be deleted in its entirety and replaced with the following: “and will not make any claims against the Seller with respect to any losses arising from or in connection with the holding of Target Shares after the Stage I Closing”.

12.1.7

The phrase “The Seller shall timely make tax filings or reports with respect of the transfer and sale of the Target Shares under this Agreement pursuant to Applicable Laws in the PRC, and pay the applicable taxes (if any) in connection therewith.” in the original Clause 10.6.2 (which is renumbered as Clause 11.6.2 pursuant to Clause 2.1.10 of this Supplemental Agreement) of the Share Purchase Agreement shall be deleted in its entirety and replaced with the following: “Notwithstanding the provisions of this Clause 11.6.3, the Purchaser shall advance the Stamp Duty payable by the Seller and make payment to the CSDC on behalf of the Seller. The Seller shall timely make tax filings or reports with respect to the transfer and sale of the Target Shares under this Agreement pursuant to Applicable Laws in the PRC, and pay the applicable taxes (if any) in connection therewith, other than the Stamp Duty in the PRC.”.

12.1.8

Clause 11.6.4 shall be added to the original Clause 10.6 (which is renumbered as Clause 11.6 pursuant to Clause 2.1.10 of this Supplemental Agreement) of the Share Purchase Agreement as follows:

(i)

the Parties shall use their best efforts to prepare all necessary documents required for applying for the refund of the aforesaid handling fees and the Stamp Duty as soon as reasonably practicable and take all necessary actions to submit the refund application to the SSE and the CSDC, without unreasonable refusal or delay;

(ii)

provided that the Purchaser is not in breach of its obligations under this Clause 11.6.4(i), if the aforesaid handling fees and Stamp Duty are not

(iii)

Notwithstanding the provisions of Clause 11.6.4(ii) above, the Parties shall use their best efforts to continue to process refund matters with the SSE and the CSDC as far as reasonably practicable and make appropriate reimbursement arrangement as soon as possible after receiving any subsequent refunds.

12.1.9

In the event that the Share Purchase Agreement and this Supplemental Agreement are terminated for any reason whatsoever, the original Clause 9 (which is renumbered as Clause 10 pursuant to Clause 2.1.10 of this Supplemental Agreement) of the Share Purchase Agreement shall remain in full force and effect.

12.1.10

The numbering of the original Clauses 6 to 10 of the Share Purchase Agreement is renumbered as Clauses 7 to 11, and the reference to the numbering of these clauses in the Share Purchase Agreement shall be amended accordingly.

12.1.11

The above amendments shall not affect the rights and obligations of either Party that have accrued under the Share Purchase Agreement as of the date of this Supplemental Agreement.

13

Miscellaneous

13.1

Language

13.2

Governing Law

13.3

Arbitration