Proxy Statement (Form DEF 14A)

This document shall also serve as a circular to holders of the common stock of Yum China Holdings, Inc. for the purposes of the Rules (the "Hong Kong Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange" or "HKEX").

Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution when dealing in the securities of Yum China Holdings, Inc. If you are in doubt about any of the contents of this document, you should obtain independent professional advice.

Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

Yum China Holdings, Inc.

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Yum China Holdings, Inc. (the "Annual Meeting"). The Annual Meeting will be held on Friday, May 23, 2025, at 8:00 a.m. local time, at Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong.

The attached notice of Annual Meeting and proxy statement contain details of the business to be conducted at the Annual Meeting. In addition, the Company's 2024 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.

If you plan to attend the meeting, you may also vote in person. If you hold your shares through a bank, broker or other nominee, you will be required to show the notice or voting instructions form you received from your bank, broker or other nominee or a copy of a statement (such as a brokerage statement or legal proxy) from your bank, broker or other nominee reflecting your stock ownership as of March 25, 2025 in order to be admitted to the meeting. All attendees must bring valid photo identification to gain admission to the meeting. Whether or not you attend the meeting, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible.

Sincerely,

Joey Wat

Chief Executive Officer

By Order of the Board of Directors,

Pingping Liu

Chief Legal Officer

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

HOW TO VOTE

Stockholders of record as of the close of business on March 25, 2025 may vote by using any of the following methods:

Before the Annual Meeting:

Proxies submitted through the Internet or by telephone as described above must be received by 11:59 a.m. Beijing/Hong Kong time on May 22, 2025 / 11:59 p.m. U.S. Eastetime on May 21, 2025. Proxies submitted by mail must be received prior to the meeting.

At the Annual Meeting:

If you attend the Annual Meeting, you may vote in person.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. You may still vote your shares at the Annual Meeting even if you have previously voted by proxy.

If you hold your shares in the name of a bank, broker or other nominee, your ability to vote depends on their voting processes. Please follow the directions of your bank, broker or other nominee carefully.

ITEMS OF BUSINESS

COMPANY OVERVIEW

Yum China Holdings, Inc., a Delaware corporation (the "Company," "we," "us" or "our") is the largest restaurant company in China in terms of 2024 system sales. We had $11.3 billion of revenues in 2024 and 16,395 restaurants as of December 31, 2024. Our growing restaurant network consists of our flagship KFC and Pizza Hut brands, as well as emerging brands such as Lavazza, Huang Ji Huang, Little Sheep and Taco Bell. We have the exclusive right to operate and sublicense the KFC, Pizza Hut and, subject to achieving certain agreed-upon milestones, Taco Bell brands in China, excluding Hong Kong, Macau and Taiwan. We own the intellectual property of the Little Sheep and Huang Ji Huang concepts outright.

The Company's common stock is dual-primary listed on the New York Stock Exchange (the "NYSE") and on the Main Board of the Hong Kong Stock Exchange.

SUMMARY INFORMATION REGARDING NOMINEES

The following table provides summary information about each of the nominees to our board of directors (the "Board of Directors" or the "Board").

AC - Audit Committee; CC - Compensation Committee; NG - Nominating and Governance Committee; FSS - Food Safety and Sustainability Committee;

Chair - Committee Chair

* Mr. Aiken is not considered independent because he has a brother-in-lawwho currently serves as a principal at KPMG LLP in the United States, which operates under the same KPMG global organization with the Company's independent auditors to be approved by stockholders. Mr. Aiken's brother-in-lawis not involved in the auditing of the Company's financial statements or otherwise providing services to the Company, and works out of a different office in a different country than the Company's auditors.

** Ms. Ge is standing for election for the first time at the 2025 Annual Meeting.

*** Peter A. Bassi is the chair of the Audit Committee, and a member of Food Safety and Sustainability Committee. Mr. Bassi will not stand for re-electionto the Board at the Annual Meeting.

The following charts summarize the diversity of our director nominees.

GOVERNANCE HIGHLIGHTS

The Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board's responsibilities to stockholders. The Board believes that its principles and practices align management and stockholder interests. Highlights include:

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Our Investor Relations website is located at ir.yumchina.com. Although the information contained on or connected to our website is not part of this proxy statement, you can view additional information on our website, such as our 2024 annual report, the charters of our Board committees, our Corporate Governance Principles, our Code of Conduct and reports that we file with the Securities and Exchange Commission (the "SEC") and the HKEX. Copies of these documents may also be obtained free of charge by writing to Yum China Holdings, Inc., 101 East Park Boulevard, Suite 805, Plano, Texas 75074, or Yum China Holdings, Inc., Yum China Building, 20 Tian Yao Qiao Road, Shanghai 200030, People's Republic of China, Attention: Corporate Secretary.

The Board of Directors of Yum China Holdings, Inc. solicits the enclosed proxy for use at the Annual Meeting to be held at 8:00 a.m., local time, on Friday, May 23, 2025 at Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong. This proxy statement contains information about the matters to be voted on at the Annual Meeting and the voting process, as well as information about our directors and most highly paid executive officers.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote on several important Company matters. In addition, our management will report on the Company's performance over the last fiscal year and, following the meeting, respond to questions from stockholders.

Why am I receiving these materials?

You received these materials because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. As a stockholder of record as of the close of business on March 25, 2025, you are invited to attend the Annual Meeting and are entitled to vote on the items of business described in this proxy statement.

Why did I receive a one-pagenotice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

As permitted by SEC rules, we are making this proxy statement and our 2024 annual report available to our stockholders electronically via the Internet. On or about April 11, 2025, we mailed to our stockholders the Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and our 2024 annual report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request a copy. The Notice contains instructions on how to access and review all of the important information contained in the proxy statement and the annual report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help lower the costs of delivery and reduce the Company's environmental impact.

Who may attend the Annual Meeting?

The Annual Meeting is open to all stockholders as of the close of business on March 25, 2025. If you hold your shares through a bank, broker or other nominee, you will be required to show the notice or voting instructions form you received from your bank, broker or other nominee or a copy of a statement (such as a brokerage statement or legal proxy) from your bank, broker or other nominee reflecting your stock ownership as of March 25, 2025 in order to be admitted to the meeting.

All attendees must bring valid photo identification to gain admission to the meeting. Please note that computers, cameras, sound or video recording equipment, large bags, briefcases and packages will not be allowed in the meeting room.

Who may vote?

You may vote if you owned any shares of Company common stock as of the close of business on the record date, March 25, 2025. Each share of Company common stock is entitled to one vote. As of March 25, 2025, there were 374,996,934 shares of Company common stock outstanding.

What am I voting on?

You will be voting on the following five items of business at the Annual Meeting:

We will also consider other business that properly comes before the meeting.

How does the Board of Directors recommend that I vote?

Our Board of Directors recommends that you vote your shares:

How do I vote before the Annual Meeting?

There are three ways to vote before the meeting:

Proxies submitted through the Internet or by telephone as described above must be received by 11:59 a.m. Beijing/Hong Kong time on May 22, 2025 / 11:59 p.m. U.S. Eastetime on May 21, 2025. Proxies submitted by mail must be received prior to the meeting.

If you hold your shares in the name of a bank, broker or other nominee, your ability to vote before the Annual Meeting depends on their voting processes. Please follow the directions of your bank, broker or other nominee carefully.

Can I vote at the Annual Meeting?

Shares registered directly in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held through a bank, broker or other nominee may be voted in person only if you obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. You may still vote your shares in person at the Annual Meeting even if you have previously voted by proxy.

If you hold your shares in the name of a bank, broker or other nominee, your ability to vote at the Annual Meeting depends on their voting processes. Please follow the directions of your bank, broker or other nominee carefully.

Can I change my mind after I vote?

If you are a stockholder of record, you may change or revoke any previously cast vote, so long as the new vote or revocation is received before the polls close at the Annual Meeting. You may do this by:

If you hold your shares in the name of a bank, broker or other nominee, your ability to change your vote depends on their voting processes. Please follow the directions of your bank, broker or other nominee carefully.

Who will count the votes?

Representatives of Broadridge Financial Solutions will count the votes and will serve as the independent inspector of election.

What if I retumy proxy card but do not provide voting instructions?

If you vote by proxy card, your shares will be voted as you instruct by the individuals named on the proxy card. If you sign and retua proxy card but do not specify how your shares are to be voted, the persons named as proxies on the proxy card will vote your shares in accordance with the recommendations of the Board set forth on page 2.

What does it mean if I receive more than one Notice or proxy card?

If you received more than one Notice or proxy card, it means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of your shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our U.S. transfer agent is Computershare Trust Company, N.A., which may be reached at 1 (877) 854-0865(U.S.) and 1 (781) 575-3102(International). Computershare Investor Services Limited, which can be reached at 852-2862-8500(Hong Kong), acts as our co-transferagent to maintain the Hong Kong share register.

Will my shares be voted if I do not provide my proxy?

Your shares may be voted on certain matters if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under NYSE rules to vote shares for which their customers do not provide voting instructions on certain "routine" matters.

The proposal to approve and ratify the appointment of KPMG Huazhen LLP and KPMG as our independent auditors for 2025 is considered a routine matter for which brokerage firms may vote shares for which they have not received voting instructions. The other matters to be voted on at our Annual Meeting are not considered "routine" under applicable rules. When a matter is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that matter, the brokerage firm cannot vote the shares on that proposal. This is called a "broker non-vote."

How many votes must be present to hold the Annual Meeting?

Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting in person or if you properly submit a proxy by Internet, telephone or mail. In order for us to conduct our Annual Meeting, a majority of the shares of Company common stock outstanding as of March 25, 2025 must be present in person or represented by proxy at the Annual Meeting. This is referred to as a "quorum." Abstentions and broker non-voteswill be counted for purposes of establishing a quorum at the Annual Meeting.

How many votes are needed to elect directors?

You may vote "FOR" each nominee or "AGAINST" each nominee, or "ABSTAIN" from voting on one or more nominees. Unless you mark "AGAINST" or "ABSTAIN" with respect to a particular nominee or nominees or for all nominees, your proxy will be voted "FOR" each of the director nominees named in this proxy statement. In an uncontested election, a nominee will be elected as a director if the number of "FOR" votes exceeds 50% of the number of votes cast with respect to that director's election. Abstentions will be counted as present but not voted. Abstentions and broker non-voteswill not affect the outcome of the election of directors. Full details of the Company's majority voting policy are set out in our Corporate Governance Principles and are described under "Governance of the Company-Majority Voting Policy."

How many votes are needed to approve the other proposals?

Proposals 2, 3, 4 and 5 must receive the "FOR" vote of a majority of the shares of our common stock, present in person or represented by proxy, and entitled to vote at the Annual Meeting. For each of these proposals, you may vote "FOR," "AGAINST" or "ABSTAIN." Abstentions will be counted as shares present and entitled to vote at the Annual Meeting. Accordingly, abstentions will have the same effect as a vote "AGAINST" Proposals 2, 3, 4 and 5. Broker non-voteswill not be counted as shares present and entitled to vote with respect to the particular matter on which the broker has not voted. Because Proposal 2 is considered a routine matter, we do not expect there to be any broker non-votesfor Proposal 2. Broker non-voteswill not affect the outcome of Proposals 3, 4 and 5.

May stockholders ask questions?

Yes. Representatives of the Company will answer stockholders' questions of general interest following the Annual Meeting.

When will the Company announce the voting results?

The Company will announce the voting results of the Annual Meeting on a Current Report on Form 8-Kfiled with the SEC within four business days of the Annual Meeting. The voting results will also be filed with HKEX simultaneously.

What if other matters are presented for consideration at the Annual Meeting?

The Company knows of no other matters to be submitted to the stockholders at the Annual Meeting, other than the proposals referred to in this proxy statement. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

The business and affairs of the Company are managed under the direction of the Board of Directors. The Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board's responsibilities to stockholders. The Board believes that its practices align management and stockholder interests.

The corporate governance section of our website makes available certain of the Company's corporate governance materials, including our Corporate Governance Principles, the charters for each committee and our Code of Conduct. To access these documents on our Investor Relations website, ir.yumchina.com, click on "About Yum China" and then "Corporate Governance."

Highlights of our corporate governance policies and practices are described below.

What is the composition of the Board of Directors and how often are members elected?

Our Board of Directors presently consists of 12 directors, 11 of whom are standing for election at the Annual Meeting. Each director is elected for a one-yearterm. Our current director, Peter A. Bassi, will not stand for re-electionat the Annual Meeting. The Company thanks Mr. Bassi for his service as a member of our Board. Mikel A. Durham, who was appointed to the Board in August 2024, will stand for election by our stockholders for the first time at the Annual Meeting. A new director nominee, Grace Xin Ge, is also standing for election for the first time at the Annual Meeting. Proxies may not be voted for more than 12 persons in the election of directors.

How often did the Board meet in 2024?

Directors are expected, absent extraordinary circumstances, to attend all Board meetings and meetings of committees on which they serve. Our Board met seven times and the committees collectively met 27 times during 2024. In 2024, overall attendance at Board and committee meetings was 99% and all incumbent directors attended at least 75% of the aggregate total of meetings of the Board and committees on which the director served. At regularly scheduled Board meetings, time is set aside for independent and non-managementdirectors to meet privately in executive sessions without management present. Our independent Chairman leads these Board executive sessions.

What is the Board's policy regarding director attendance at the Annual Meeting?

All directors are encouraged to attend the Annual Meeting. All of the then-incumbent directors attended the 2024 annual meeting of the Company's stockholders.

How are director nominees selected?

The Nominating and Governance Committee is responsible for recommending director candidates to the full Board for nomination and election at the annual meetings of stockholders. The Nominating and Governance Committee's charter provides that it may retain third-party search firms to identify candidates from time to time. When the Nominating and Governance Committee engages a search firm, it provides the firm with guidance as to the skills, experience and qualifications that it is seeking in potential candidates, which may include, among other things, new directors who would contribute to the collective diversity of the Board. After conducting skills mapping and interviewing candidates, the search firm then provides a candidate list to the Nominating and Governance Committee. Shortlisted director candidates are interviewed by the members of the Nominating and Governance Committee, Chairman of the Board, CEO, and other directors, as needed. Upon a recommendation from the Nominating and Governance Committee, the full Board considers and approves the nomination of director candidates. In accordance with this process, the Board appointed Mikel A. Durham to the Board in August 2024.

This year, with the assistance of a third-party search firm, the Nominating and Governance Committee identified potential candidates for the Board. After considering and evaluating a number of highly qualified candidates, the Nominating and Governance Committee recommended to the Board, and the Board determines that Grace Xin Ge be nominated to stand for election by our stockholders at the Annual Meeting.

The Nominating and Governance Committee will also consider director candidates recommended by stockholders or other sources in the same manner as nominees identified by the Committee. For a stockholder to submit a candidate for consideration by the Nominating and Governance Committee, a stockholder must notify the Company's Corporate Secretary by mail at Yum China Holdings, Inc., 101 East Park Boulevard, Suite 805, Plano, Texas 75074 or at Yum China Holdings, Inc., Yum China Building, 20 Tian Yao Qiao Road, Shanghai 200030, People's Republic of China.

In accordance with the Corporate Governance Principles, our Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated, and are selected based upon contributions they can make to the Board and management. The Nominating and Governance Committee seeks to complete customary vetting procedures and background checks with respect to individuals suggested for potential Board membership by stockholders of the Company or other sources. We believe that each of our directors and director nominees has met the guidelines set forth in the Corporate Governance Principles. The Company is party to a shareholders agreement with Primavera Capital Group ("Primavera"), pursuant to which Primavera has identified two director designees, Dr. Fred Hu and Mr. William Wang.

What are the director nominees' qualifications and skills?

As listed below, our director nominees have experience, qualifications and skills across a wide range of public and private companies spanning many different industries, possessing a broad spectrum of experience both individually and collectively. They possess a diverse mix of regional, industry and professional expertise.

How does the composition of our Board reflect diversity?

The Nominating and Governance Committee seeks to recommend nominees that bring a unique perspective to the Board in order to contribute to the collective diversity of the Board. The Board believes that having directors of diverse back- grounds helps the Board better oversee the Company's management and operations and assess risks and opportunities

for the Company's business model from a variety of perspectives. Under our Board Diversity Policy, diversity is broadly construed to mean a variety of perspectives, skills, personal and professional experiences and backgrounds, and other characteristics represented in both visible and non-visibleways that include, but are not limited to, age, gender, race and nationality. As a part of the director nominating process, the Nominating and Governance Committee considers several factors to ensure the entire Board collectively embraces a wide variety of characteristics. Each director nominee will generally exhibit different and varying degrees of these characteristics. With respect to the Company's current slate of director nominees, the Company also benefits from the diversity inherent from differences in Board member age, gender, race and nationality. Fifty percent of our director nominees are women.

Can stockholders nominate directors for election to the Board?

Yes, under our Amended and Restated Bylaws (the "Bylaws"), stockholders may nominate persons for election as directors at an annual meeting by following the procedures described under "Additional Information."

What is the Board's leadership structure?

Our Board is currently led by an independent Chairman, Dr. Fred Hu. Our Board believes that Board independence and oversight of management are effectively maintained through a strong independent Chairman and through the Board's composition, committee system and policy of having regular executive sessions of independent and non-managementdirectors, all of which are discussed below this section. Further, separating the Chairman and Chief Executive Officer roles enables the Chairman to focus on corporate governance matters and the Chief Executive Officer to focus on the Company's business. We find that this structure works well to foster an open dialogue and constructive feedback among the independent directors and management. It further allows the Board to effectively represent the best interests of all stockholders and contribute to the Company's long-term success.

To promote effective independent oversight, the Board has adopted a number of governance practices discussed below.

What are the Company's governance policies and ethical guidelines?

Accordingly, directors are required to disclose to the Company all potential conflict of interest situations that could reasonably be expected to impact the independence and judgment of directors in performing their duties as members of the Board of Directors of the Company. Such disclosures are required to be made by the director at such time and in such manner as to provide adequate notice and sufficient information to the Company to enable the Company to fully and adequately consider the relevant facts and circumstances related to the potential conflict of interest and to determine the actions, if any, that should be taken to resolve such potential conflict of interest.

The Company's governance policies are compliant with applicable rules and regulations of both the NYSE and the HKEX.

What other significant Board governance practices does the Company have?

What is the Board's role in risk oversight?

The Board maintains overall responsibility for overseeing the Company's risk management framework. The Board regularly reviews risks that may be material to the Company. In furtherance of its responsibility, the Board has delegated specific risk-related responsibilities to the Audit Committee, the Compensation Committee and the Food Safety and Sustainability Committee.

The Board and its committees consult with external advisors and internal experts regarding anticipated future threats, trends and risks that may be applicable to our Company, our operations and our industry.

Audit Committee

The Audit Committee engages in substantive discussions with management regarding the Company's major risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. Our Head of Corporate Audit reports directly to the Audit Committee, as well as our Chief Financial Officer. The Audit Committee also receives reports at committee meetings regarding legal and regulatory risks from management and meets periodically in separate executive sessions with our independent auditors and our Head of Corporate Audit. The Audit Committee periodically provides a summary to the full Board of the risk areas reviewed together with any other risk-related subjects discussed at the Audit Committee meetings. Alternatively, the Board may review and discuss directly with management the major risks arising from the Company's business and operations.

The Company also maintains the Compliance Oversight Committee, a management-level committee, which is co-chairedby the Chief Legal Officer and the Chief Financial Officer of the Company and comprised of leaders from multiple functions. The Compliance Oversight Committee meets regularly to monitor and review the implementation of the Company's compliance programs. The Chief Legal Officer reports regularly to the Audit Committee on the Company's key risk areas and compliance programs.

Compensation Committee

The Compensation Committee considers the risks that may be implicated by our compensation programs through a risk assessment conducted by management and reports its conclusions to the full Board. This oversight helps ensure the Company's compensation programs align with the Company's goals and compensation philosophies and, along with other factors, operate to mitigate against the risk that such programs would encourage excessive or inappropriate risk-taking.

Food Safety and Sustainability Committee

The Food Safety and Sustainability Committee assists the Board in its oversight of the Company's practices, policies, procedures, strategies and initiatives relating to the protection of food safety. The Committee monitors trends, issues and concerns affecting the Company's food safety practices, and the risks arising therefrom, in light of the Company's overall efforts related to food safety.

The Food Safety and Sustainability Committee also assists the Board in its oversight of the Company's practices, policies, procedures, strategies and initiatives relating to sustainability, including environmental and climate-related issues, supply chain and food nutrition and health. The Committee monitors trends, issues and concerns affecting the Company's sustainability practices, policies, procedures, strategies and initiatives.

How does the Board oversee food safety risk?

The Board and the Food Safety and Sustainability Committee are involved in oversight of the Company's food safety risk. The Food Safety and Sustainability Committee assists the Board in the oversight of food safety risk and regularly receives reports from management in connection with the Company's practices, procedures, strategies and initiatives relating to food safety and the risks arising therefrom. The Board and the Food Safety and Sustainability Committee also monitor and evaluate significant changes in regulatory requirements on food safety, material food safety incidents that could potentially affect the Company, as well as any severe public health situations that could adversely affect the Company's business and operations.

How does the Board oversee cybersecurity risk?

The Board maintains overall responsibility for overseeing the Company's risk management framework, and cybersecurity represents an important component of the Company's overall risk management framework. The Board regularly reviews risks that may be material to the Company. The Audit Committee assists the Board in the oversight of cybersecurity and other technology risks. Through receiving regular reports from the Chief Technology Officer and the Chief Legal Officer, the Audit Committee discusses with management cybersecurity risk mitigation and incident management, and reviews management reports regarding the Company's cybersecurity governance processes, incident response system and applicable cybersecurity laws, regulations and standards, status of projects to strengthen internal cybersecurity management, the evolving threat environment, vulnerability assessments, specific cybersecurity incidents and management's efforts to monitor, detect and prevent cybersecurity threats. On top of that, significant cybersecurity incidents will be immediately reported to the Board in accordance with the Company's incident response plan.

The Company regularly engages external consultants to assess and independently verify its cybersecurity risk management, striving for continuous optimization of our cybersecurity policies, cybersecurity risk management processes, and technical measures. These engagements assist the Company in ensuring our cybersecurity management practices and technical measures comply with applicable laws, regulations, industry standards and the Company's policies. The Company has maintained ISO/IEC 27001 certification since 2018 for certain online business.

To its knowledge, the Company has not experienced a material cybersecurity breach within the last three years, nor identified any risks from cybersecurity threats that have materially affected us, including our business strategy, results of operations or financial condition. The Company maintains cybersecurity insurance as part of its overall insurance programs.

How does the Board oversee sustainability risk?

The Company strives to establish a responsible ecosystem by building sustainable restaurants, creating a sustainable supply chain with partners, and building sustainable communities with all stakeholders. The Company has established sustainability management mechanisms all the way from the Board to the frontline restaurant teams. At the Board level, the Food Safety and Sustainability Committee assists the Board in its oversight of the Company's practices, policies, procedures, strategies and initiatives relating to sustainability, including environmental and climate-related issues, supply chain and food nutrition and health. The Food Safety and Sustainability Committee monitors trends, issues and concerns affecting the Company's sustainability practices, policies, procedures, strategies and initiatives. The Food Safety and Sustainability Committee obtains reports from management as the Committee deems necessary or desirable. The Company has also established a Sustainability Committee comprised of selected leadership team members and cross-functional teams. The Sustainability Committee members meet quarterly to track the implementation of material topics, evaluate sustainability risks, and develop risk management strategies and measures. The Board considers these sustainability matters at least annually in connection with the strategic plan.

What is the Board's role in management development and succession planning?

The Board considers management development and succession planning to be a critical part of our Company's long-term strategy. In accordance with our Corporate Governance Principles, the Board reviews the Company's succession planning, including succession planning in the case of retirement of the Chief Executive Officer of the Company. The Chief Executive Officer periodically reports to the Board with regard to his or her recommendations for potential successors to senior executive positions and development plans for such individuals. In addition, the Board reviews recommendations from the Compensation Committee with regard to the performance evaluation of the Chief Executive Officer, which the Committee conducts annually, in accordance with its charter.

How does the Board determine which directors are considered independent?

The Company's Corporate Governance Principles, adopted by the Board, require that a majority of the directors qualify as independent in accordance with the applicable rules of the NYSE. The Board also considers independence requirements of the Hong Kong Listing Rules. The Board determines on an annual basis whether each director qualifies as independent pursuant to the applicable rules of the NYSE and the Hong Kong Listing Rules.

Pursuant to the Corporate Governance Principles, the Board undertook its annual review of director independence. During this review, the Board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. As provided in the Corporate Governance Principles, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of the review, the Board affirmatively determined that all of the directors and director nominees are independent of the Company and its management under NYSE rules and the Hong Kong Listing Rules, with the exception of Joey Wat and Robert B. Aiken. Ms. Wat is not considered an independent director because she is the current Chief Executive Officer of the Company. Mr. Aiken is not considered independent because he has a brother-in-lawwho currently serves as a principal at KPMG LLP in the United States, which operates under the same KPMG global organization with the Company's independent auditors to be approved by stockholders. Mr. Aiken's brother-in-lawis not involved in the auditing of the Company's financial statements or otherwise providing services to the Company, and works out of a different office in a different country than the Company's auditors.

In reaching this conclusion, the Board determined that Dr. Hu, Messrs. Bassi, Ettedgui, Hoffmann, Shao and Wang and Mess. Durham, Ge, Lu, Zhang and Zhu had no material relationship with the Company other than their relationship as a director.

How do stockholders communicate with the Board?

Stockholders or other parties who wish to communicate directly with the non-managementdirectors, individually or as a group, or the entire Board may do so by writing to the Nominating and Governance Committee, c/o the Corporate Secretary, Yum China Holdings, Inc., 101 East Park Boulevard, Suite 805, Plano, Texas, 75074. The Nominating and

Governance Committee of the Board has approved a process for handling correspondence received by the Company and addressed to non-managementmembers of the Board or the entire Board. Under that process, the Corporate Secretary of the Company reviews all such correspondence and regularly forwards to a designated member of the Nominating and Governance Committee copies of all such correspondence (except commercial correspondence and correspondence that is duplicative in nature) and a summary of all such correspondence. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of any such correspondence. Written correspondence from stockholders relating to accounting, internal controls or auditing matters are brought to the attention of the Chairperson of the Audit Committee and to the internal audit department and are handled in accordance with procedures established by the Audit Committee with respect to such matters (described below). Correspondence from stockholders relating to Compensation Committee matters are referred to the Chairperson of the Compensation Committee.

How do the Board and management engage with stockholders?

Our Board and management are committed to regular engagement with our stockholders. We conduct an annual engagement program with stockholders to solicit their feedback on governance, executive compensation, sustainability and other matters. We have consistently reached out to our top 25 stockholders representing more than 50% of the outstanding shares of Company common stock since 2017. Additionally, our directors directly engage with stockholders from time to time upon stockholders' request. Our senior management team, including our Chief Executive Officer and Chief Financial Officer, regularly engage in meaningful dialogue with our stockholders, including through our quarterly earnings calls and investor conferences and meetings. Our senior management team regularly reports to our Board and, as applicable, committees of our Board, regarding stockholder views.

We regularly evaluate and respond to the views voiced by our stockholders. In 2023, we enhanced our regular stockholder engagement program and conducted an extensive stockholder engagement to solicit and understand our stockholders' feedback regarding our executive compensation program. After considering common themes of stockholder feedback and the Company's long-standing compensation philosophy, the Compensation Committee responded with commitments and changes to the Company's executive compensation program in 2024. See "2024 Executive Compensation Highlights" and "Stockholder Engagement" under "Executive Compensation" for details of these changes. During 2024, the Company continued its annual engagement program and held discussions with all stockholders who accepted an invitation. During the engagement calls, stockholders generally expressed support for the actions taken by the Compensation Committee that were responsive to stockholder feedback and also shared their expectations that compensation programs should be structured to effectively retain and incentivize key talent. In addition, in line with stockholder expectations on environmental, social and governance ("ESG") matters, beginning with the 2021 annual incentive program, ESG measures have been incorporated into the key performance indicators that are used to determine the individual performance factor for the leadership team members. The performance measures for our 2023 and 2024 performance share units ("PSUs") awards applicable to the leadership team members also include ESG measures, underscoring the importance of ESG-relatedgoals to the Company's long-term strategy.

What are the Company's policies on reporting of concerns regarding accounting and auditing matters?

The Audit Committee has established policies on reporting concerns regarding accounting and auditing matters in addition to our policy on communicating with our non-managementdirectors. Any employee may, on a confidential or

anonymous basis, submit complaints or concerns regarding accounting or auditing matters to the Chief Legal Officer of the Company through the Company's Employee Hotline or by e-mailor regular mail. If an employee is uncomfortable for any reason contacting the Chief Legal Officer, the employee may contact the Chairperson of the Audit Committee. The Chief Legal Officer maintains a log of all complaints or concerns, tracking their receipt, investigation and resolution and prepares a periodic summary report thereof for the Audit Committee.

What are the Committees of the Board?

The Board of Directors has standing Audit, Compensation, Nominating and Governance and Food Safety and Sustainability Committees. Set forth below is a summary of the functions of each committee, the members of each committee as of April 11, 2025 and the number of meetings each committee held in 2024.

The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of applicable SEC regulations and listing standards of the NYSE. The Board has also determined that each member of the Audit Committee is financially literate within the meaning of the listing standards of the NYSE and that each of Messrs. Bassi and Hoffmann is qualified as an audit committee financial expert within the meaning of SEC regulations.

The Board has determined that all of the members of the Compensation Committee are independent within the meaning of the listing standards of the NYSE.

The Board has determined that all of the members of the Nominating and Governance Committee are independent within the meaning of the listing standards of the NYSE.

* At the Annual Meeting, Mr. Bassi is stepping down from the Board and its committees and is not standing for re-election.

What are the Company's policies and procedures with respect to related person transactions?

Under the Company's Related Person Transaction Policies and Procedures, the Audit Committee reviews the material facts of all related person transactions that require the Audit Committee's approval and either approves or disapproves of the entry into the related person transaction. In determining whether to approve or ratify a related person transaction, the Audit Committee will determine whether such transaction is in, or not opposed to, the best interest of the Company and will take into account, among other factors it deems appropriate, whether such transaction is on terms no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person's interest in the transaction. Transactions, arrangements or relationships or any series of similar transactions, arrangements or relationships in which (i) a related person has or will have a direct or indirect material interest, (ii) the Company is a participant and (iii) that exceed $120,000 in any calendar year are subject to the Audit Committee's review. Any director who is a related person with respect to a transaction under review may not participate in any discussion or approval of the transaction, except that the director will provide all material information concerning the transaction to the Audit Committee.

Related persons are directors, director nominees, executive officers, beneficial owners of 5% or more of the outstanding shares of Company common stock and their immediate family members. An immediate family member includes a person's children, stepchildren, parents, stepparents, spouse, siblings, mothers- and fathers-in-law,sons- and daughters-in-law,and brothers- and sisters-in-lawand anyone sharing such person's household (other than a tenant or employee).

How are directors compensated?

Employee directors do not receive additional compensation for serving on the Board of Directors. The annual compensation for each director who is not an employee of the Company is discussed under "2024 Director Compensation."

ITEM 1. Election of Directors

Who are the director nominees?

Each of the director nominees, other than Grace Xin Ge, currently serves as a director of the Company. Grace Xin Ge is being nominated as a director for election at the Annual Meeting following a search process undertaken by the Nominating and Governance Committee, as described above under "Governance of the Company-How are director nominees selected?" Each nominee has been nominated by the Board for election at the Annual Meeting to hold office for a one-yearterm. If elected, the nominees will hold office until the 2026 annual meeting of the Company's stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal.

The biographies of each of the nominees below contain information regarding the person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director for the Company. In addition to the information presented below regarding each nominee's specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board. Ages and other biographical information provided for all directors are as of April 11, 2025.

There are no family relationships among any of the directors, director nominees and executive officers of the Company.

What if a nominee is unwilling or unable to serve?

That is not expected to occur. If it does, proxies may be voted for a substitute nominated by the Board of Directors.

What vote is required to elect directors?

A nominee will be elected as a director if the number of "FOR" votes exceeds the number of "AGAINST" votes with respect to his or her election.

The Board of Directors recommends that you vote FOR the election of the 12 director nominees.

Director Nominees

ITEM 2. Approval and Ratification of Independent Auditors

What am I voting on?

We are asking stockholders to approve and ratify the appointment of KPMG Huazhen LLP and KPMG as our independent auditors for U.S. financial reporting and Hong Kong financial reporting purposes, respectively, for the year 2025. KPMG Huazhen LLP has served as our independent auditor since 2016. KPMG has served as our independent auditor since 2020 after our listing on the Hong Kong Stock Exchange (KPMG Huazhen LLP and KPMG shall hereafter collectively referred to as "KPMG").

As part of its audit engagement process, the Audit Committee considers on at least an annual basis the engagement of independent auditors. In deciding to engage KPMG as independent auditors for 2025, the Audit Committee considered:

KPMG rotates its lead audit engagement partner every five years. The Audit Committee is directly involved in the evaluation of the lead audit engagement partner to ensure that he or she is appropriately qualified to lead the Company's audit. After considering the criteria set forth above, the Audit Committee believes that retaining KPMG as the Company's independent auditors is in the best interests of the Company and its stockholders.

Will a representative of KPMG attend the Annual Meeting?

Representatives of KPMG will attend the Annual Meeting, will have the opportunity to make a statement if they desire, and will be available to respond to appropriate questions from stockholders.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. In the event this proposal is not approved, the Audit Committee will reconsider the selection of KPMG as the Company's independent auditors.

The Audit Committee and the Board of Directors recommend that you vote FOR the approval of this proposal.

What were KPMG's fees for audit and other services for 2024 and 2023?

The following table presents fees for professional services rendered by KPMG for the audit of the Company's annual financial statements, and fees billed for audit-related services, tax services and all other services for 2024 and 2023. All KPMG services for 2024 and 2023 were approved in advance by the Audit Committee specifically or pursuant to procedures outlined below.

What is the Company's policy regarding the approval of audit and non-auditservices?

The Audit Committee has implemented a policy for the pre-approvalof all audit and permitted non-auditservices, including tax services, proposed to be provided to the Company by its independent auditors. Under the policy, the Audit Committee may approve engagements on a case-by-casebasis or pre-approveengagements on a categorical basis pursuant to the Audit Committee's pre-approvalpolicy. The Audit Committee may delegate pre-approvalauthority to one of its independent members and has currently delegated pre-approvalauthority up to certain amounts to its Chairperson.

In considering pre-approvals,the Audit Committee considers the nature, scope and fees of the service to be provided to the Company as well as the principles and guidance established by the SEC and the Public Company Accounting Oversight Board ("PCAOB") with respect to auditor independence. Services as to which a general pre-approvalhas been granted on an annual basis are effective for the applicable year. Any proposed service for which the estimated fees would cause the total fees for that class of service to exceed the applicable estimated fee threshold requires specific approval by the Audit Committee or its delegate.

The Principal Accounting Officer monitors the performance of all services provided by the independent auditors and determines whether such services are in compliance with this policy. The Principal Accounting Officer reports periodically to the Audit Committee with respect to compliance with this policy and the status of outstanding engagements, including actual services provided by the independent auditors and associated fees, and must promptly report to the Chairperson of the Audit Committee any non-compliance(or attempted non-compliance)with this policy of which the Principal Accounting Officer becomes aware.

ITEM 3. Advisory Vote on Named Executive Officer Compensation

What am I voting on?

In accordance with SEC rules, we are asking stockholders to approve, on a non-bindingbasis, the compensation of the Company's named executive officers as disclosed in this proxy statement. This non-bindingadvisory vote is also known as the "Say on Pay" vote. This is not a vote on the Company's general compensation policies or the compensation of the Board. At the 2024 annual meeting of the Company's stockholders, approximately 93% of the votes cast by our stockholders were voted for approval of the compensation of our named executive officers as disclosed in the 2024 proxy statement.

Our performance-based executive compensation program is designed to attract, reward and retain the talented leaders necessary for our Company to succeed in the highly competitive market for talent, while maximizing stockholder returns. This approach has made our management team a key driver in the Company's strong performance over both the long and short term. We believe that our compensation program has attracted and retained strong leaders, and is closely aligned with the interests of our stockholders.

In deciding how to vote on this proposal, we urge you to read the Compensation Discussion and Analysis section of this proxy statement, which discusses in detail how our compensation policies and procedures operate and are designed to meet our compensation goals and how our Compensation Committee makes compensation decisions under our programs.

Accordingly, we ask our stockholders to vote in favor of the following resolution at the Annual Meeting:

"RESOLVED, that the compensation paid to the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related materials included in the proxy statement, is hereby approved."

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. While this vote is advisory and non-bindingon the Company, the Board of Directors and the Compensation Committee will review the voting results and consider stockholder concerns in its continuing evaluation of the Company's compensation program.

The Board of Directors recommends that you vote FOR the approval of this proposal.

ITEM 4. Authorization to Issue Shares up to 20% of Outstanding Shares

Prior to the voluntary conversion of our secondary listing status to a primary listing status on the HKEX, the Board's authority included the ability to issue shares. Such authority is generally on par with other NYSE-listed U.S. companies. However, under the Hong Kong Listing Rules, a primary-listed company must have authority from its stockholders to issue any shares, including shares that are part of the company's authorized but unissued share capital, unless they are offered to existing stockholders pro-ratato their existing holdings. Approval of this proposal will permit the Board the authority to authorize the Company to issue shares in compliance with the Hong Kong Listing Rules to the same extent already authorized under our Amended and Restated Certificate of Incorporation and the rules of the NYSE. We are not asking stockholders to approve an increase in our authorized share capital.

In light of the dynamics of the China market in which it operates, the Company has always believed in maintaining a strong balance sheet and maximum financial flexibility. This authority will enable the Company to address business contingencies and capture growth opportunities, in accordance with its long-term strategic goals, in a timely manner. Consistent with its past practice, the Board will authorize future issuances of securities only if it determines that such issuances are in the best interests of the Company and its stockholders. The Board has no immediate plans to issue any shares pursuant to this authorization and we are not asking stockholders to approve a specific issuance of shares.

Furthermore, the Company does not intend to issue any shares under this authority at a discount of more than 10% to the "benchmarked price" (as described in Rule 13.36(5) of the Hong Kong Listing Rules), which is more restrictive than the maximum discount of 20% permitted under the Hong Kong Listing Rules.

Granting the Board this authority is an annual, routine matter for primary-listed companies on the Hong Kong Stock Exchange. In accordance with the Hong Kong Listing Rules, it is a customary practice for primary-listed companies on the Hong Kong Stock Exchange to seek stockholder authority to issue up to 20% of a company's outstanding shares and for such authority to be effective until the next annual meeting of stockholders, unless otherwise earlier revoked or modified by a duly adopted resolution of the stockholders. Therefore, consistent with this market practice, and as allowed under the Hong Kong Listing Rules, we are seeking approval for continuing authority for the Board to authorize the Company to issue common stock or securities convertible into common stock up to a maximum of 20% of our outstanding shares as of the date of the Annual Meeting, for a period from the Annual Meeting until the earlier of the 2026 annual meeting of stockholders or June 23, 2026. June 23, 2026 is the 13-monthanniversary of the Annual Meeting and reflects the end date of the authorization, after which the authorization cannot extend. We expect to propose a renewal of this authorization annually. Pursuant to this proposal, assuming for illustrative purposes that our outstanding shares remain unchanged from March 25, 2025 to the date of the Annual Meeting, the Company will be allowed to issue a maximum of 74,999,386 shares of common stock.

Accordingly, we ask our stockholders to vote in favor of the following resolution at the Annual Meeting:

"RESOLVED, to approve the Board's continuing authority to approve the Company's issuance of shares of its common stock or securities convertible into common stock in an amount not to exceed 20% of the total number of outstanding shares of common stock of the Company as of the date of the Annual Meeting, effective from date of the Annual Meeting until the earlier of the date the next annual meeting is held or June 23, 2026."

For clarity, this authority will include the authority to issue securities convertible into shares of common stock, or options, warrants or similar rights to subscribe for shares of common stock or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of common stock), subject to the limitations described in the resolution set forth above.

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

The Board of Directors recommends that you vote FOR the approval of this proposal.

ITEM 5. Authorization to Repurchase Shares up to 10% of Outstanding Shares

This section serves as the explanatory statement pursuant to Rule 10.06(1)(b) of the Hong Kong Listing Rules to provide information for our stockholders to make a reasonably informed decision on whether to vote for or against the resolution with respect to the authorization to repurchase shares to be proposed at the Annual Meeting.

We have historically used share repurchases as a means of returning cash to stockholders. The Board believes that it is in the best interests of the Company and our stockholders to continue to have a general authority from our stockholders to enable our Company to purchase shares of common stock in the markets. As a dual-primary listed company on the NYSE and HKEX, the Company prioritizes the equality of our stockholders, regardless of the exchange on which the shares they hold trade. Our goal is to maintain that priority and ensure that our stockholders holding our shares that trade on the Hong Kong Stock Exchange are also allowed the benefit of our share repurchase program.

The Company first adopted a share repurchase program in the U.S. in 2017 and has increased the authorization thereunder from time to time. The Company may repurchase shares under this program from time to time in the open market or, subject to applicable regulatory requirements, through privately negotiated transactions, block trades, accelerated share repurchase transactions and the use of Rule 10b5-1trading plans.

Under the Hong Kong Listing Rules, a primary-listed company must obtain authority from its stockholders to repurchase its shares on the Hong Kong Stock Exchange if it wishes to conduct share repurchases on the Hong Kong Stock Exchange. Granting the Company this authority is a routine matter for primary-listed companies on the Hong Kong Stock Exchange and is consistent with market practice. Without this authority, the Company's ability to repurchase shares would be limited to the repurchase of shares that trade on the NYSE and would not include repurchases on the Hong Kong Stock Exchange. Granting the Company this authority will ensure continuous parity between investors who hold our shares that trade on the NYSE and investors who hold our shares that trade on the Hong Kong Stock Exchange. Any repurchases made in Hong Kong or the U.S. will reduce the available authority under the repurchase mandate and the repurchase authorization.

In connection with the authorizations established by the Board regarding our share repurchase programs, these repurchases would be made only at price levels that the Company would consider to be in the best interests of the stockholders generally, after taking into account the Company's overall financial position. Our Board of Directors has authorized an aggregate of $4.4 billion for our share repurchase program, including its most recent increase in authorization on November 4, 2024. As of December 31, 2024, approximately $1.3 billion remained available under that program. As a Delaware corporation, we are bound by the requirements of the Delaware General Corporation Law, which prohibits a corporation from purchasing its shares of capital stock when the purchase would cause any impairment of our capital, as well as applicable SEC and NYSE requirements.

Share Capital

As of March 25, 2025, the total number of outstanding shares of common stock of the Company was 374,996,934. Pursuant to this proposal, and assuming for illustrative purposes that our outstanding shares remain unchanged from March 25, 2025 to the date of the Annual Meeting, we are seeking continuing authority to repurchase up to a maximum of 37,499,693 shares of common stock, representing 10% of our outstanding shares as of the date of the Annual Meeting. The authority will be effective for a period from the Annual Meeting until the earlier of the 2026 annual meeting of stockholders or June 23, 2026, unless earlier revoked or modified by a duly adopted resolution of the stockholders. As

noted above, June 23, 2026 is the 13-monthanniversary of the Annual Meeting and reflects the end date of the authorization, after which the authorization cannot extend.

Funding of Repurchase

The repurchases may depend on market conditions and funding arrangements at the time and will be made only when the Company believes that such repurchases will benefit the Company and our stockholders. Repurchases of shares of common stock will be funded out of funds legally available for such purposes in accordance with the Company's Bylaws, the Hong Kong Listing Rules, applicable U.S. federal laws, Delaware laws, the NYSE listing standards, and other applicable laws and regulations in U.S. and Hong Kong.

Impact of Repurchases

The repurchase of common stock pursuant to this proposal may have a material adverse impact on the working capital or leverage of the Company as compared with the position as at December 31, 2024 in the event that the proposed repurchases were to be carried out in full at any time during proposed repurchase period. However, our directors are subject to fiduciary duties to the Company and are bound by the requirements of the Delaware General Corporation Law, which prohibits a corporation from purchasing its shares of capital stock when the purchase would cause any impairment of our capital.

The Code on Takeovers and Mergers

If, as a result of a repurchase pursuant to the authorization to repurchase shares, a stockholder's proportionate interest in the voting rights of our Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Code on Takeovers and Mergers (the "Takeovers Code"). Accordingly, a stockholder, or a group of stockholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the stockholder's interest, could obtain or consolidate control of our Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As of March 25, 2025, to the best knowledge and belief of our Board of Directors, our largest stockholder beneficially owned 18,137,228 shares of common stock, representing approximately 4.8% of our outstanding shares, based on Amendment No. 9 to the Schedule 13G filed on July 8, 2024 with the SEC by the stockholder. In the event that our Board of Directors should exercise in full the authorization to repurchase shares, and the shareholding of our largest stockholder remains the same, the beneficial ownership of our largest stockholder will be increased to approximately 5.4% of our outstanding shares.

To the best knowledge and belief of our Board of Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. Our Board of Directors has no present intention to repurchase shares of common stock to the extent that will trigger the obligations under the Takeovers Code for our largest stockholder to make a mandatory offer. Our Board of Directors is not aware of any other consequences which may arise under the Takeovers Code as a result of a repurchase pursuant to the authorization to repurchase shares. The Hong Kong Listing Rules prohibit a company from buying back shares on the Hong Kong Stock Exchange if the result of the repurchases would be that less than 25% (or such other prescribed minimum percentage as determined by the Hong Kong Stock Exchange) of our outstanding shares would be in public hands. Our Board of Directors does not propose to repurchase shares which would result in less than the prescribed minimum percentage of shares of common stock in public hands.

Market Prices of Shares

This section includes information required to be provided pursuant to Rule 10.06(1)(b) of the Hong Kong Listing Rules. While our shares are dual-primary listed on the NYSE and HKEX, the information set forth below relates exclusively to our listing on the Hong Kong Stock Exchange and is therefore provided in Hong Kong dollars. The below values do not represent trading prices of our shares on the NYSE.

The following table sets forth the highest and lowest closing prices at which the shares of common stock traded on the Hong Kong Stock Exchange during each month of the previous 12 months and until March 2025:

Yum China's Highest and Lowest Monthly Close Price (March 2024 - March 2025)

Undertaking

None of our directors, nor, to the best of our directors' knowledge after having made all reasonable inquiries, any of their close associates (as defined in the Hong Kong Listing Rules), have any present intention, in the event that the authorization to repurchase shares is approved, to sell any shares of common stock to our Company.

No core connected person (as defined in the Hong Kong Listing Rules) has notified our Company that he/she/it has a present intention to sell shares of common stock to our Company pursuant to the authority being sought in this proposal, if the authorization to repurchase shares is exercised.

Our directors will exercise the authorization to repurchase shares in accordance with the Hong Kong Listing Rules and the applicable laws of the State of Delaware (being the jurisdiction of the Company's incorporation).

Repurchases of Shares

For the year ended December 31, 2024, we repurchased approximately 26 million shares of our common stock in open market transactions on the NYSE for a total cost of approximately $1,033 million. Details of shares repurchased on the NYSE in the previous six months are as follows:

For the year ended December 31, 2024, we repurchased approximately 5.3 million shares of our common stock in open market transactions on the HKEX for a total cost of approximately HK$1,635 million. Details of shares repurchased on the Hong Kong Stock Exchange in the previous six months are as follows:

Accordingly, we ask our stockholders to vote in favor of the following resolution at the Annual Meeting:

"RESOLVED, to approve the Board's continuing authority to approve the Company's repurchase of shares of its common stock in an amount not to exceed 10% of the total number of outstanding shares of common stock of the Company as of the date of the Annual Meeting, effective from date of the Annual Meeting until the earlier of the date the next annual meeting is held or June 23, 2026."

What vote is required to approve this proposal?

Approval of this proposal requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

The Board of Directors recommends that you vote FOR the approval of this proposal.

The following table sets forth the number of shares of Company common stock beneficially owned as of March 25, 2025, except as otherwise noted, by (i) each of the Company's named executive officers, (ii) each of the Company's directors and director nominees and (iii) all of the Company's directors and executive officers as a group. To the Company's knowledge, no person beneficially owned more than 5% of the Company's shares as of March 25, 2025.

In accordance with SEC rules, beneficial ownership includes all shares the stockholder actually owns beneficially or of record, all shares over which the stockholder has or shares voting or dispositive control and all shares the stockholder has the right to acquire within 60 days of March 25, 2025. Except as indicated in the footnotes to the table, the Company believes that the persons named in the table have sole voting and investment power with respect to all shares owned beneficially by them.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis ("CD&A") describes the material elements of our executive compensation program, practices and processes, focusing on the executive pay decisions for our 2024 named executive officers ("NEOs"). References to "continuingNEOs" in this CD&A refer to the NEOs other than our former Chief Financial Officer.

For 2024, our NEOs were:    

This CD&A is divided into four sections:

EXECUTIVE SUMMARY

2024 Performance Highlights

The Company achieved another record-breaking year despite challenging market conditions, driven by a dual focus on operational efficiency and innovation, and powered by our highly committed teams.

Yum China is the largest restaurant company in China in terms of 2024 system sales and operates over 16,000 restaurants under six brands reaching over 2,200 cities in China, including our flagship KFC brand which remains our key growth engine and profit contributor. Yum China conducts substantially all of its business operations in China. While remaining confident in China's mid-term and long-term growth opportunities, the Company navigated challenging market conditions in China during the year and was impacted by the slowdown of the growth of China's restaurant industry, with the 2024 year-over-year ("YoY") monthly growth rate declining from 12.5% in January and February to 6.9% in March, then further declining to an average of 3.2% in the second half of 2024. In addition, we observed more value-conscious consumers, as reflected by the decline in the Consumer Confidence Index in China, which decreased from an average of 89.1 points in the first quarter of 2024 to an average of 86.5 points in the fourth quarter of 2024.¹ Despite these challenges, our dual focus on operational efficiency and innovation led to improvements in both top and bottom lines, and helped us deliver multiple Company records in 2024.

Our 2024 performance highlights include the following:

In terms of brand performance, KFC contributed approximately 75% of the Company's total revenues for the year. In 2024, KFC grew system sales by 6% excluding F/X, outperforming the Chinese restaurant industry revenue growth rate for the same period. Pizza Hut also made significant progress in transforming itself by enhancing its mass market appeal and operational efficiency, which contributed to Pizza Hut's 2024 achievement of its highest level of OP (in Chinese Renminbi) since our spin-off.

We believe that our compensation program is instrumental in sustaining Yum China's leadership position, enabling us to generate long-term sustainable value for our stockholders. The Company's one-yeartotal shareholder retuwas 21%², ranking approximately in the 62^th percentile among the constituents of the MSCI China Consumer Discretionary Index and approximately in the 55^th percentile among the constituents of the S&P 500 Consumer Discretionary Index.

See the Company's Annual Report on Form 10-Kfor the year ended December 31, 2024 for a reconciliation of the most directly comparable financial measure reported in accordance with the Generally Accepted Accounting Principles in the U.S. to adjusted operating profit and core operating profit.

Compensation Design Guiding Principles

The Compensation Committee believes the Company's executive compensation program should reward actions and behaviors that support the achievement of the Company's long-term business strategy and drive sustainable, profitable growth and stockholder value creation.

Executive compensation structured to support sustainable growth and stockholder value creation

The Company's executive compensation program is centered around its pay-for-performanceobjective and is designed to align the long-term interests of our executives with those of our stockholders, with the following features:

As such, the Compensation Committee reviews and endorses performance goals that are deemed central to the Company's business performance, long-term strategy and stockholder value creation. Specifically, the Compensation Committee selected performance goals under the Company's 2024 incentive programs that are based on metrics including adjusted operating profit, same-store sales, system net new builds, member activity, relative total shareholder retu("rTSR"), system sales, retuon invested capital ("ROIC"), ESG metrics and individual performance objectives described in greater detail below. These performance goals comprise an overall executive compensation program that the Compensation Committee believes appropriately reflects the Company's emphasis on increasing profitability and revenue and creating stockholder value, while at the same time supporting key ESG initiatives.

Executive compensation designed to attract, retain and incentivize talent

Our Compensation Committee has approved the following compensation objectives:

Comprehensive review led by the Compensation Committee to assess the appropriateness and competitiveness of the compensation program

The Compensation Committee at least annually reviews the Company's executive compensation program to evaluate whether the program continues to drive performance and support the attraction and retention of highly-qualified executives necessary to achieve superior results and support the long-term sustainable growth of the Company while simultaneously holding them accountable to our high standards of ethical behavior and corporate governance.

The Compensation Committee engages an independent compensation consultant to advise on the appropriateness and competitiveness of the target compensation levels for our NEOs and the design of our executive compensation program and policies. The Compensation Committee uses a peer group of publicly listed companies as recommended by its independent compensation consultant, supplemented by survey data for NEOs other than the CEO provided by the independent compensation consultant, to assess the levels of different components of our overall compensation program and our short-term incentive ("STI") and long-term incentive ("LTI") program design and structure. The Compensation Committee conducted a rigorous review of the market data provided by the independent compensation consultant and set the target total direct compensation to be competitive with the market data, while taking into account internal pay equity, each executive officer's experience, leadership impact and criticality to our strategy and mission, as well as competitive recruiting and retention pressures. For further details, please refer to the section entitled "How Compensation Decisions Are Made" below.

As discussed further below, we conduct an annual engagement program with stockholders to solicit their feedback on governance, executive compensation, sustainability and other matters. As part of our annual stockholder engagement efforts, we have consistently reached out to our top 25 stockholders representing more than 50% of the outstanding shares of Company common stock since 2017. The Compensation Committee continuously evaluates program design and considers adjustments to the Company's compensation program based on stockholder feedback, market practices, operating environment and other considerations in order to deliver a program designed to be aligned with our business strategy, the creation of long-term value and our stockholders' interests.

2024 Executive Compensation Highlights

The graph below summarizes our 2024 STI and LTI metrics.

2024 LTI Program

For the 2024 long-term incentive awards, the Compensation Committee determined to grant annual equity awards in the form of 50% RSUs and 50% performance share units ("PSUs"), consistent with the mix in 2023 and reflective of stockholder feedback that at least 50% of the LTI be delivered in the form of performance-based awards.

After considering stockholder feedback that we received in 2023, the Compensation Committee approved the 2024 annual PSU awards ("2024 Annual PSU Awards"), which are scheduled to vest based on the achievement of the following performance measures:

The Compensation Committee approved a number of changes to the 2024 Annual PSU Awards compared to the 2023 PSU awards, as summarized below:

We believe that the design of the 2024 Annual PSU Awards emphasizes the creation of stockholder value over the longer term and the importance of ESG-relatedgoals to the Company's long-term strategy.

2024 STI Program

For the 2024 STI program, the Compensation Committee selected performance goals that it believes are key indicators of the Company's success in executing against its business plans, with the goals aligned with the Company's "RGM" strategy to drive growth in our footprint, sales and profits, and with each of the goals consistent with our publicly communicated targets. The performance metrics under the 2024 STI program are as follows:

CEO Pay-for-PerformanceAnalysis

Ms. Wat's 2024 target total direct compensation (which includes base salary, target STI opportunity and annual LTI grant value) was weighted significantly toward variable and performance-based incentive pay, because the Compensation Committee desired to tie a significant level of Ms. Wat's compensation to the performance of the Company and the interest of the stockholders. Specifically, for 2024, 90% of Ms. Wat's target total direct compensation was variable compensation and therefore at-risk,and 70% was LTI awards. By tying a significant portion of Ms. Wat's target total direct compensation to variable and performance-based incentive pay, we are able to implement our pay-for-performancecompensation objective. In establishing Ms. Wat's total direct compensation for 2024, after reviewing the peer group compensation data provided by its independent compensation consultant, the Compensation Committee determined not to increase Ms. Wat's base salary, target STI opportunity or grant value of LTI awards as compared to 2023.

The following chart illustrates that over the 2022 - 2024 performance period:

While the Compensation Actually Paid (excluding All Other Compensation) for Ms. Wat is based on the compensation actually paid calculation in the Company's "Pay Versus Performance" disclosure, this chart provides supplemental disclosure and should not be viewed as a substitute for the "2024 Summary Compensation Table" or the "Pay Versus Performance" disclosures.

Executive Compensation Practices

Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation philosophy and objectives:

Stockholder Engagement

In its compensation review process, the Compensation Committee focuses on structuring the executive compensation program to serve the interests of our stockholders. In that respect, as part of its ongoing review of our executive compensation program, the Compensation Committee considered the results of the "say on pay" vote, stockholder feedback, market practices, operating environment and other considerations in order to deliver a program designed to be aligned with our business strategy, the creation of long-term value and our stockholders' interests.

In 2023, the Company enhanced its regular stockholder engagement program and conducted an extensive stockholder engagement to solicit and understand our stockholders' feedback regarding our executive compensation program. In approving our executive compensation programs in early 2024, the Compensation Committee took into account common themes that emerged from our stockholder engagement meetings in 2023 and responded with commitments and changes to the Company's executive compensation program. Examples of these changes included adding ROIC as a performance measure for our 2024 Annual PSU Awards in response to feedback from our stockholders to incorporate a capital efficiency metric into our LTI program, changing the rTSR benchmark group for measuring rTSR performance in our 2024 Annual PSU Awards from MSCI China Index to MSCI China Consumer Discretionary Index and expanding the rTSR benchmark group to include the S&P 500 Consumer Discretionary Index in response to feedback from our stockholders to evaluate rTSR performance beyond the MSCI China Index. For further details of the changes to our 2024 executive compensation program, see "-Executive Summary-2024 Executive Compensation Highlights."

At our 2024 annual meeting of stockholders, approximately 93% of the votes cast were in favor of the advisory vote to approve executive compensation. Although the Compensation Committee was pleased with the favorable outcome for the Company's "say on pay" vote at our 2024 annual meeting of stockholders, the Compensation Committee continuously evaluates and refines our executive compensation program based on stockholder feedback and input from our independent compensation consultant.

During 2024, the Company continued its annual engagement program and reached out to its top 25 stockholders representing approximately 50% of the outstanding shares of Company common stock to solicit feedback on a variety of corporate governance matters, including with respect to executive compensation, and the Company held discussions with all stockholders who accepted an invitation. Participants from the Company included executive officers and other senior members of our Human Resources, Legal, Supply Chain, and Investor Relations teams. The topics of the discussions covered the changes made to the Company's 2024 executive compensation program and executive compensation matters more generally. During the engagement calls, stockholders generally expressed support for the actions taken by the Compensation Committee that were responsive to stockholder feedback and also shared their expectations that compensation programs should be structured to effectively retain and incentivize key talent. Consistent with its past practice, management shared the stockholder feedback with the Compensation Committee for its consideration in designing the Company's executive compensation program.

ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

The Company's executive compensation program has three primary pay components: (i) base salary; (ii) STI consisting of annual performance-based cash bonus; and (iii) LTI awards. These three components form our annual target total direct compensation for our NEOs. We believe that these key elements are aligned with the Company's compensation philosophy and objectives of incentivizing and rewarding performance, attracting and retaining the right talent and aligning the interests of our executive officers with our stockholders.

The following charts demonstrate that 2024 annual target total direct compensation for Ms. Wat, our CEO, and the other NEOs was predominantly weighted toward variable, at-riskpay elements. Such elements (consisting of the target STI opportunity and grant value of the LTI awards) represented approximately 90% of the 2024 annual target total direct compensation for Ms. Wat and, on average, 75% of the 2024 annual target total direct compensation for our other NEOs. In addition, 70% of the 2024 annual target total direct compensation for Ms. Wat and, on average, 53% of the 2024 annual target total direct compensation for our other NEOs, consisted of LTI awards in the form of PSUs and RSUs, the value of which fluctuates based on the Company's stock price.

Base Salary

The Company provides a fixed level of cash compensation to attract and retain high-caliber talent. Base salary in the form of cash compensates executives for their primary roles and responsibilities. An executive's actual salary is dependent on factors such as the executive's role (including the market value of the role), level of responsibility, experience, individual performance and future potential. The Compensation Committee annually reviews salary levels of the Company's executive officers to maintain market competitiveness and reflect their evolving responsibilities and individual performance.

After such review and considering the peer group compensation data and compensation survey data provided by its independent compensation consultant, and based on recommendation of its independent consultant, the Compensation Committee approved the base salary set forth below for the NEOs, which remain unchanged from 2023.