SHANGHAI, Aug. 15,
2022 /PRNewswire/ -- Yum China Holdings, Inc.
(the "Company" or "Yum China")
(NYSE: YUMC and HKEX: 9987) today announced that the Company
applied for a voluntary conversion of its secondary listing status
to a primary listing status (the "Proposed Primary Conversion") on
the Main Board of The Stock Exchange of Hong Kong Limited (the
"HKEX"). On August 15, 2022, the
Company received the acknowledgement from the HKEX in respect of
the application for the Proposed Primary Conversion.
To comply with the Hong Kong
listing rules applicable to a dual primary listed issuer, the
Company will call a Special Meeting of Stockholders (the "Special
Meeting") to be held on October 11,
2022 Beijing/Hong Kong
time, to seek stockholder approval on certain proposed items.
Conditional upon and subject to receiving stockholder approval on
all proposed items at the Special Meeting and obtaining the
necessary approvals from the HKEX, the Company will become dual
primary listed on the New York Stock Exchange (the "NYSE") and the
HKEX. The effective date of the Proposed Primary Conversion is
expected to be October 24, 2022. The
Company's common stock on the two exchanges will continue to be
fully fungible and investors can continue to choose to trade their
shares on either stock exchange.
"Since our secondary listing in Hong
Kong in 2020, we have enhanced access to our shareholders in
Asia. We have diversified our
investor base and tapped into additional capital pools," said
Joey Wat, CEO of Yum China. "Dual primary listing would bring us
even closer to our employees, customers and other stakeholders.
This strategic move would further broaden our shareholder universe,
increase liquidity and mitigate the risk of delisting from the
NYSE. Looking ahead, we are excited about our long-term prospects
in China and remain deeply
committed to building a stronger, more resilient and innovative
company."
There are three items to be approved at the Special Meeting. The
first two items will relate to the proposed share issuance and
repurchase mandates, granting authority to the Board of Directors
(the "Board") of the Company to issue up to 20% and repurchase up
to 10% of its total outstanding shares, respectively. Under
Delaware law and the NYSE rules,
the Board of the Company has the authority to issue and repurchase
its shares. However, under the Hong
Kong listing rules, the Company is required to obtain
stockholder approval with respect to these two items. The Company
is seeking approval solely to comply with the Hong Kong listing rules. Both are routine
items in Hong Kong. The third item
is the proposed adoption of a new equity incentive plan. The
features of the new plan are largely based on the existing equity
incentive plan, with certain provisions changed to comply with the
Hong Kong listing rules and
certain other administrative changes.
Additional Information and Where to Find It
This press release has been prepared in connection with the
Proposed Primary Conversion and may be deemed to be soliciting
material relating to the Special Meeting. In connection with the
Special Meeting, the Company will file relevant materials with the
U.S. Securities and Exchange Commission (the "SEC"), including a
proxy statement on Schedule 14A. Promptly after filing its
definitive proxy statement with the SEC, the Company will mail the
definitive proxy statement and a proxy card to each stockholder
entitled to vote at the Special Meeting. STOCKHOLDERS OF YUM CHINA
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE SPECIAL MEETING THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED PRIMARY CONVERSION, AND THE SPECIAL MEETING. The
preliminary proxy statement, the definitive proxy statement and
other relevant materials in connection with the Special Meeting
(when they become available), and any other documents filed by the
Company with the SEC, may be obtained free of charge at the SEC's
website at http://www.sec.gov or at Yum China's Investor Relations
website at http://ir.yumchina.com.
The announcement on the Proposed Primary Conversion made in
accordance with Hong Kong listing
rules is published on the HKEX website at https://www1.hkexnews.hk
or accessible at Yum China's Investor Relations website at
http://ir.yumchina.com.
Participants in the Solicitation
Yum China and certain of its
directors, officers, and other employees may be deemed to be
participants in the solicitation of proxies from Yum China's stockholders with respect to the
Special Meeting. Additionally, the Company has retained Georgeson
LLC to act as a proxy solicitor. Certain information about the
Company's directors and executive officers and their ownership of
the Company's common stock is set forth in the Company's proxy
statement on Schedule 14A relating to its Annual Meeting of
Stockholders, filed with the SEC on April
14, 2022. Information regarding the identity of the
participants, and their direct or indirect interests in the
transaction, by security holdings or otherwise, will be set forth
in the proxy statement and other materials to be filed with SEC in
connection with the Special Meeting.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We intend all
forward-looking statements to be covered by the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally can be identified by the fact
that they do not relate strictly to historical or current facts and
by the use of forward-looking words such as "expect,"
"expectation," "believe," "anticipate," "may," "could," "intend,"
"belief," "plan," "estimate," "target," "predict," "project,"
"likely," "will," "continue," "should," "forecast," "outlook",
"commit" or similar terminology. These statements are based on
current estimates and assumptions made by us in light of our
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors that we
believe are appropriate and reasonable under the circumstances, but
there can be no assurance that such estimates and assumptions will
prove to be correct. Forward-looking statements include, without
limitation, statements regarding the future strategies, growth,
business plans, investment, dividend and share repurchase plans,
earnings, performance and returns of Yum
China, anticipated effects of population and macroeconomic
trends, the expected impact of the COVID-19 pandemic, the
anticipated effects of our innovation, digital and delivery
capabilities and investments on growth and beliefs regarding the
long-term drivers of Yum China's
business, developments relating to the listing of Yum China's common stock on the NYSE and the
HKEX, the details, timing, and completion of the Proposed Primary
Conversion, future issuances of stock or stock repurchases, and
compensation arrangements, including pursuant to the proposed new
equity incentive plan. Forward-looking statements are not
guarantees of performance and are inherently subject to known and
unknown risks and uncertainties that are difficult to predict and
could cause our actual results or events to differ materially from
those indicated by those statements. We cannot assure you that any
of our expectations, estimates or assumptions will be achieved. The
forward-looking statements included in this press release are only
made as of the date of this press release, and we disclaim any
obligation to publicly update any forward-looking statement to
reflect subsequent events or circumstances, except as required by
law. Numerous factors could cause our actual results or events to
differ materially from those expressed or implied by
forward-looking statements, including, without limitation: whether
we are able to achieve development goals at the times and in the
amounts currently anticipated, if at all, the success of our
marketing campaigns and product innovation, our ability to maintain
food safety and quality control systems, changes in public health
conditions, including the COVID-19 pandemic and regional outbreaks
caused by existing or new COVID-19 variants, our ability to control
costs and expenses, including tax costs, as well as changes in
political, economic and regulatory conditions in China and the United
States. In addition, other risks and uncertainties not
presently known to us or that we currently believe to be immaterial
could affect the accuracy of any such forward-looking statements.
All forward-looking statements should be evaluated with the
understanding of their inherent uncertainty. You should consult our
filings with the Securities and Exchange Commission (including the
information set forth under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q) for additional detail
about factors that could affect our financial and other
results.
About Yum China Holdings, Inc.
Yum China Holdings, Inc. is a licensee of Yum! Brands in
mainland China. It has exclusive rights in mainland China to KFC,
China's leading quick-service restaurant brand, Pizza Hut, the
leading casual dining restaurant brand in China, and Taco Bell, a California-based restaurant chain serving
innovative Mexican-inspired food. Yum
China also owns the Little Sheep, Huang Ji Huang and COFFii & JOY concepts
outright. In addition, Yum China has
partnered with Lavazza to explore and develop the Lavazza coffee
shop concept in China. The Company
had 12,170 restaurants in over 1,700 cities at the end of
June 2022.
In 2021, Yum China was selected
as a member of both Dow Jones Sustainability Indices (DJSI): World
Index and Emerging Market Index. In 2022, Yum China ranked # 359 on the Fortune 500 list.
The Company was also named to the Bloomberg Gender-Equality Index
and was certified as a Top Employer 2022 in China by the Top Employers Institute, both for
the fourth consecutive year. For more information, please visit
http://ir.yumchina.com.
Investor Relations Contact:
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Tel: +86 21 2407
7556 /+852 2267 5801
IR@YumChina.com
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Media Contact:
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Tel:
+86 21 2407 7510
Media@YumChina.com
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SOURCE Yum China Holdings, Inc.