Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 19, 2022, in connection with the new Securities and Exchange Commission (the "SEC") rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL") and certain requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), the board of directors of Yum China Holdings, Inc. (the "Company") adopted the amended and restated bylaws of the Company (the bylaws, as so amended and restated, the "Amended and Restated Bylaws"), effective from October 24, 2022. The Amended and Restated Bylaws, among other things:

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Provide that, at any meeting of stockholders, stockholders shall have an opportunity to speak regarding the business validly transacted at the meeting, subject to the authority of the chairperson of the meeting and such rules and procedures prescribed and such action taken, by the chairperson of the meeting as the chairperson may deem appropriate, for the proper conduct of the meeting;

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Change the notice period for stockholder meetings from 10-60 days before any stockholder meeting to 21-60 days before any annual meeting and 14-60 days before any special meeting;

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Modify the provision relating to adjournment procedures to reflect recent amendments to the DGCL;

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Address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rules") (e.g., providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements, requiring stockholders intending to use the Universal Proxy Rules to notify the Company of any change in such intent within two business days and to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the applicable meeting, etc.);

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Specify that the appointment, removal (prior to the expiration of the auditors' period of office) and compensation of the Company's independent auditors shall be subject to stockholder approval if required by stock exchange listing standards and subject to applicable law; and

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Add a severability provision.

The foregoing summary of the changes effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 8.01. Other Events.

As previously disclosed, the Company has applied to the Hong Kong Stock Exchange for a voluntary conversion of the listing status of the Company's common stock listed on the Main Board of the Hong Kong Stock Exchange from a secondary listing status to a primary listing status (the "Primary Conversion"). For more information, please refer to the Company's Current Report on Form 8-K, filed with the SEC on August 15, 2022. The Company has received all necessary approvals from the Hong Kong Stock Exchange relating to the Primary Conversion. The Primary Conversion is expected to be effective on October 24, 2022. Following the Primary Conversion, the Company's common stock will be dual primary listed on the Hong Kong Stock Exchange and the New York Stock Exchange.




Item 9.01. Exhibits.

(d) Exhibits.

The following exhibits are included with this report:



Exhibit No. Exhibit Description
3.1           Amended and Restated Bylaws of Yum China Holdings, Inc., effective
            from October 24, 2022
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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