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Printmgr File Yum China Holdings, Inc. 7100 Corporate Drive Yum China Building Plano, Texas 75024 20 Tian Yao Qiao Road United States of America Shanghai 200030 People’s Republic of China April 15, 2021 Dear Fellow Stockholders: We are pleased to invite you to attend the 2021 Annual Meeting of Stockholders of Yum China Holdings, Inc. (the “Annual Meeting”). The Annual Meeting will be held on Friday, May 28, 2021, at 8:00 a.m. Beijing/Hong Kong time (Thursday, May 27, 2021, at 8:00 p.m. U.S. Eastern time). Our Board of Directors implemented a virtual meeting format in 2020, and determined that it is prudent to hold a virtual meeting again this year, in light of the continued public health concerns regarding the novel coronavirus (COVID-19) pandemic and related travel restrictions. You may attend the Annual Meeting via the internet at www.virtualshareholdermeeting.com/YUMC2021. To participate in the Annual Meeting, you will need the 16-digit control number which appears on your Notice of Internet Availability of Proxy Materials (the “Notice”), proxy card or the instructions that accompanied your proxy materials. The attached notice of annual meeting and proxy statement contain details of the business to be conducted at the Annual Meeting and the detailed procedures for attending, submitting questions and voting at the Annual Meeting. In addition, the Compa- ny’s 2020 annual report, which is being made available to you along with the proxy statement, contains information about the Company and its performance. Your vote is important. We encourage you to vote promptly, whether or not you plan to attend the Annual Meeting. You may vote your shares over the Internet or via telephone. If you received a paper copy of the proxy materials, you may complete, sign, date and mail the proxy card in the postage-paid envelope provided. Sincerely, Joey Wat Chief Executive Officer Yum China Holdings, Inc. Notice Of Annual Meeting Of Stockholders Time and Date: 8:00 a.m. Beijing/Hong Kong time on Friday, May 28, 2021 / 8:00 p.m. U.S. Eastern time on Thursday, May 27, 2021. Location: Online at www.virtualshareholdermeeting.com/YUMC2021. Items of Business: (1) To elect the 10 director nominees named in the accompanying proxy statement to serve for a one-year term expiring at the 2022 annual meeting of the Company’s stockholders. (2) To ratify the appointment of KPMG Huazhen LLP as the Company’s independent audi- tor for 2021. (3) To approve, on an advisory basis, the Company’s named executive officer compensation. (4) To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow stockholders holding 25% of the Company’s outstanding shares the right to call special meetings. (5) To transact such other business as may properly come before the meeting or any adjourn- ment or postponement thereof. Who Can Vote: You can vote if you were a stockholder of record as of the close of business on March 29, 2021. Attending the Meeting: Stockholders of record as of the close of business on March 29, 2021 and the general public will be able to attend the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/YUMC2021. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting will begin promptly at 8:00 a.m. Beijing/Hong Kong time on May 28, 2021 / 8:00 p.m. U.S. Eastern time on May 27, 2021. Online check-in will begin 15 minutes prior to the start of the meeting, and you should allow ample time for the online check-in procedures. How to Vote: You may vote over the Internet or via telephone by following the instructions set forth in the accompanying proxy statement. If you received a paper copy of the proxy materials, you may also vote by completing, signing, dating and returning the proxy card. If you attend the Annual Meeting using your 16-digit control number, you may vote during the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote promptly. Date of Mailing: This notice of annual meeting, the accompanying proxy statement and the form of proxy are first being mailed to stockholders on or about April 15, 2021. By Order of the Board of Directors, Joseph Chan Chief Legal Officer PROXY STATEMENT – TABLE OF CONTENTS PROXY STATEMENT SUMMARY 1 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING 5 GOVERNANCE OF THE COMPANY 11 GovernanceHighlights............................................................ 11 BoardCompositionandDirectorElections............................................. 12 BoardMeetingsandDirectorAttendance ............................................. 12 SelectionofDirectorNominees ..................................................... 12 Director Qualifications and Skills .................................................... 13 DiversityoftheBoard............................................................. 13 StockholderNominationsforDirectors................................................ 14 BoardLeadershipStructure........................................................ 14 GovernancePolicies.............................................................. 14 RiskOversight .................................................................. 16 ManagementDevelopmentandSuccessionPlanning.................................... 18 DirectorIndependence............................................................ 18 StockholderCommunicationsandEngagement........................................ 18 PoliciesRegardingAccountingandAuditingMatters..................................... 19 CommitteesoftheBoard.......................................................... 20 RelatedPersonTransactionsPoliciesandProcedures ................................... 22 DirectorandExecutiveOfficerStockOwnershipPolicies.................................. 22 PolicyRegardingHedgingandSpeculativeTrading...................................... 23 MATTERS REQUIRING STOCKHOLDER ACTION 24 ITEM 1 ElectionofDirectors ........................................................ 24 ITEM 2 RatificationofIndependentAuditor............................................. 30 ITEM 3 AdvisoryVoteonNamedExecutiveOfficerCompensation........................... 32 ITEM 4 Approval of an Amendment to the Company’s Amended and Restated Certificate of Incor- poration to Allow Stockholders Holding 25% of the Company’s Outstanding Shares the RighttoCallSpecialMeetings................................................. 33 STOCK OWNERSHIP INFORMATION 35 EXECUTIVE COMPENSATION 37 NamedExecutiveOfficers ......................................................... 37 ImpactofCOVID-19onOurBusiness ................................................ 38 2020BusinessOverviewandPerformanceHighlights.................................... 39 CompanyTotalShareholderReturnPerformance....................................... 39 Recent Compensation Highlights ................................................... 40 AlignmentofExecutiveCompensationProgramwithBusinessPerformance .................. 42 PayComponents................................................................ 43 ExecutiveCompensationPractices.................................................. 44 StockholderEngagement ......................................................... 44 ElementsoftheExecutiveCompensationProgram...................................... 45 2020NamedExecutiveOfficerCompensationandPerformanceSummary ................... 57 HowCompensationDecisionsAreMade ............................................. 60 CompensationPoliciesandPractices ................................................ 62 CompensationCommitteeReport................................................... 63 ExecutiveCompensationTables .................................................... 64 PayRatioDisclosure ............................................................. 75 2020 DIRECTOR COMPENSATION 77 EQUITY COMPENSATION PLAN INFORMATION 79 AUDIT COMMITTEE REPORT 80 ADDITIONAL INFORMATION 83 APPENDIX A 86 APPENDIX B 87 PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. MEETING INFORMATION Time and Date: 8:00 a.m. Beijing/Hong Kong time on Friday, May 28, 2021 / 8:00 p.m. U.S. Eastern time on Thursday, May 27, 2021 Location: Online at www.virtualshareholdermeeting.com/YUMC2021 Record Date: March 29, 2021 HOW TO VOTE Stockholders of record as of the close of business on U.S. Eastern time on May 27, 2021. Proxies submit- March 29, 2021 may vote by using any of the fol- ted by mail must be received prior to the meeting. lowing methods: Before the Annual Meeting: During the Annual Meeting: • Via Internet by following the instructions on • Vote online during the Annual Meeting.You www.proxyvote.com; may vote during the Annual Meeting through www.virtualshareholdermeeting.com/ • Via telephone by calling 1 (800) 690-6903 (toll- YUMC2021 using your 16-digit control number. free in the U.S.) and following the instructions provided by the recorded message; or Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. You • Via mail, if you received your proxy materials by may still vote your shares during the Annual Meet- mail, by completing, signing, dating and mailing ing even if you have previously voted by proxy. the
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