Item 8.01. Other Events.
On August 15, 2022, Yum China Holdings, Inc. (the "Company" or "Yum China")
issued a press release announcing that the Company applied for a voluntary
conversion of its secondary listing status to a primary listing status
("Proposed Primary Conversion") on the Main Board of The Stock Exchange of Hong
Kong Limited and is calling a Special Meeting of Stockholders to be held on
October 11, 2022 Beijing/Hong Kong time / October 10, 2022 U.S. Eastern time
(the "Special Meeting"), to seek stockholder approval on certain proposed items
in connection with the Proposed Primary Conversion. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Additional Information and Where to Find It
The 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 Securities and Exchange Commission ("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.
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this report:
Exhibit
No. Exhibit Description
99.1 Press Release of Yum China Holdings, Inc. issued August 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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