A federal judge in the Southern District of New York has dismissed the latest version of the securities lawsuit against MINISO Group Holding Limited (NYSE: MNSO), ruling that investors again failed to adequately plead their claims under both the Securities Act and the Exchange Act. The March 31, 2026, decision dismissed the claims and closed the case at the district court level after the Court denied further leave to amend.
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The case was brought by Nova Scotia Health Employees’ Pension Plan on behalf of investors who purchased MINISO American Depository Shares (ADS) either in or traceable to the company’s October 15, 2020, IPO, or during the alleged Exchange Act class period from December 11, 2020, through July 26, 2022. The complaint named MINISO, CEO Guofu Ye, CFO Saiyin Zhang, Executive Vice President Minxin Li, U.S. representative Donald Puglisi, Puglisi & Associates, and IPO underwriters Goldman Sachs (Asia) LLC and BofA Securities, Inc.
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What Investors Alleged
Plaintiffs claimed MINISO falsely portrayed its “Retail Partner Model” as a franchise-like system in which most stores were operated by independent retail partners rather than by the company itself. According to the complaint, this model was central to MINISO’s “asset light” strategy and was repeatedly emphasized in offering materials and later public filings. MINISO stated that substantially all of its stores in China operated under that model and that over 95% of its stores globally were established and operated by retail partners and local distributors.
Investors also challenged disclosures regarding a joint venture with CEO Guofu Ye that involved land acquisition and the construction of a new headquarters building in Guangzhou. MINISO disclosed that it would hold a 20% stake while an entity controlled by Ye would hold the remaining 80%, before later buying out Ye’s stake. Plaintiffs argued that the arrangement and related land rights disclosures were misleading; the Court rejected those theories as inadequately pleaded.
A major part of the complaint relied on a July 2022 short-seller report from Blue Orca Capital, which claimed that corporate registry records and media reports showed many supposedly franchised stores were actually company-owned or linked to insiders. The report also questioned the joint venture with the headquarters and the use of capital related to that project.
The Court’s Decision
Judge Edgardo Ramos granted the defendants’ motion to dismiss the Third Amended Complaint in full. The Court found that plaintiffs failed to plead actionable misstatements or omissions and, where applicable, failed to satisfy Rule 9(b) and PSLRA pleading requirements.
The opinion noted that this was already the third amended complaint after the Court had previously dismissed the Second Amended Complaint in February 2024. Plaintiffs later sought reconsideration, which was denied with leave to amend, leading to the filing of the third amended complaint in April 2025. The Court ultimately concluded the revised allegations still did not state viable claims.
Why the Claims Failed
The Court focused heavily on the reliability of the allegations used to challenge MINISO’s disclosures. Much of the complaint relied on the Blue Orca report, confidential witnesses, and interpretations of Chinese corporate registry records.
The judge found that the plaintiffs had not sufficiently shown that these sources established that MINISO’s public statements about its Retail Partner Model were false or misleading. Allegations that employees’ names appeared in registration documents or that certain stores were connected to insiders were not enough, standing alone, to establish that the company’s disclosures were materially false.
The Court also rejected claims tied to the headquarters joint venture and related-party disclosures, finding that plaintiffs had not adequately shown that the disclosures regarding ownership structure, land acquisition, or the later buyout were materially misleading under federal securities laws.
Because the underlying Section 10(b), Rule 10b-5, and Section 11 claims failed, the related control-person claims under Sections 20(a) and 15 also could not proceed.
What This Means Procedurally
This ruling is not a finding that MINISO or any executive committed no wrongdoing. Instead, it means the Court found the plaintiffs’ allegations insufficient to proceed past the pleading stage under the strict standards governing securities fraud claims.
The motion to dismiss was granted, leave to amend was denied, and the district court directed the case to be closed. The opinion marks another significant procedural win for MINISO after the prior dismissal of earlier versions of the complaint.
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Why This Matters for Investors
The decision highlights how difficult it can be for investors to sustain securities fraud claims based primarily on short-seller reports, corporate registry interpretations, and confidential witness allegations without more particularized facts connecting those materials to materially false disclosures.
Courts applying the PSLRA require detailed and particularized allegations, especially where claims involve complex operational structures like franchise models and related-party transactions. Even significant public allegations may not be enough if the pleadings do not clearly connect those facts to materially false SEC disclosures.
About Levi & Korsinsky, LLP
Levi & Korsinsky, LLP is a nationally recognized securities litigation firm representing investors in complex shareholder actions. The firm has extensive expertise and a team of over 70 employees to serve our clients. Attorney advertising. Prior results do not guarantee similar outcomes.
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