September 6, 2023
VIA EDGAR & E-MAIL
Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
100 F Street, N.E.
Washington, D.C. 20549
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Attn: |
Christopher Dunham |
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Jennifer Gowetski |
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Re: |
Yum China Holdings, Inc. |
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Form 10-K for the Fiscal Year Ended December 31, 2022 |
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File No. 001-37762 |
Ladies and Gentlemen:
Yum China Holdings, Inc. (the “Company”) is pleased to respond to the letter dated August 22, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”) with respect to the Company’s annual report on Form 10-K for the year ended December 31, 2022. For the convenience of the Staff’s review, we have set forth below the comment contained in the Staff’s letter in italics followed by the Company’s response.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 130
Company Response:
In connection with the required disclosures under Item 9C(a) of Form 10-K, the Company respectfully submits that it reviewed its material contracts and relied upon the Schedules 13D and 13G and the amendments thereto filed by the Company’s major shareholders. The Company believes such reliance is reasonable and sufficient, because such major shareholders are legally obligated to file beneficial ownership schedules with the Commission.
With regard to the Company’s statement in Item 9C that “there is no such foreign government representative on the Company’s board of directors,” the Company respectfully submits that its annual director questionnaire (“Director Questionnaire”) solicits information regarding its directors’ outside affiliations. The Company relied upon information provided in response to its Director Questionnaire in making the required disclosures under Item 9C. The Company respectfully submits that it did not rely upon any legal opinions or third party certifications such as affidavits as the basis for its submission.
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Thank you for your consideration in reviewing the above response. Please contact me at Joseph.Chan@YumChina.com with any questions.
Sincerely,
/s/ Joseph Chan
Joseph Chan
Chief Legal Officer
cc: |
Sonia Barros, Sidley Austin LLP |
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Lindsey Smith, Sidley Austin LLP |