SHANGHAI, China – Yum China Holdings, Inc. 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.
