Yum China Holdings Inc

This management proposal asks shareholders to approve and ratify the appointment of KPMG Huazhen LLP and KPMG as the Company’s independent auditors for U.S. and Hong Kong financial reporting purposes for fiscal 2026. Management (the Audit Committee) is seeking shareholder approval as customary practice and to satisfy governance and regulatory requirements; the Audit Committee evaluated KPMG’s 2025 performance, independence, team expertise, fees, known legal risks and tenure, and rotates lead audit partners every five years. The Audit Committee concluded retention is in the best interests of the Company and its stockholders, and the Board recommends a FOR vote. Approval requires a majority of shares present and entitled to vote; if not approved, the Audit Committee will reconsider auditor selection. The recommendation is routine and reflects continuity of audit oversight, with the Audit Committee emphasizing auditor independence and pre-approval policies to mitigate non-audit services risks. The resolution language is straightforward and limited to ratifying the appointment, with representatives expected to attend the meeting and respond to questions.

This management proposal asks shareholders to cast a non-binding advisory 'Say on Pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement. Management seeks this advisory endorsement to demonstrate stockholder support for executive pay design and alignment with long-term strategy; the Compensation Committee uses market benchmarks, independent consultants, and stockholder engagement in setting pay and has designed significant at-risk, performance-based compensation including PSUs and RSUs tied to rTSR, system sales growth, ROIC and ESG nutrition metrics. The Board recommends a FOR vote; while advisory, the Compensation Committee will review results and consider feedback. The proposal is routine but provides governance signal; prior year 'Say on Pay' approval was ~92% in favor. Key contextual points include changes to STI and LTI designs, stockholder engagement input (rTSR benchmarking revisions), and compensation recovery and ownership policies which management highlights to defend its approach.

This management proposal requests shareholder approval for the Board’s continuing authority, under HKEX primary-listing requirements, to issue common stock or convertible securities up to a maximum of 20% of outstanding shares as of the meeting date, effective until the next annual meeting or June 28, 2027. Management frames this as routine and necessary for primary-listed companies on HKEX, and as preserving the Company’s ability to respond promptly to strategic opportunities and contingencies in China’s dynamic market environment. The proposal does not increase authorized capital and includes a self-imposed limit that issuances will not be at more than a 10% discount to the HKEX bench‑marked price, more restrictive than HKEX’s 20% allowance. The Board states it has no immediate plans to issue shares and will only act in the stockholders’ best interests; approval requires a majority vote. This authority affects dilution and capital structure, and is annually renewed; investors should weigh the trade-off between financial flexibility and dilution risk.

This management proposal seeks stockholder approval for the Board’s continuing authority to repurchase up to 10% of the Company’s outstanding shares, effective until the next annual meeting or June 28, 2027, including repurchases on the Hong Kong Stock Exchange to ensure parity for HKEX and NYSE investors. Management argues buybacks are an efficient way to return capital when market conditions and company financial position justify repurchases; the Company has an existing $5.4 billion repurchase authorization with ~$1.2 billion available as of Dec 31, 2025, and historically executed repurchases in both NYSE and HKEX markets. The Board commits to repurchasing only at appropriate price levels and subject to Delaware law limits; repurchases could affect public float and takeover code implications but the Board states it will not repurchase to the extent that would trigger mandatory offer obligations. The authority is routine for HKEX primary-listed companies and approval requires a majority vote. Investors should consider potential impacts on leverage, liquidity, and ownership concentrations.