SupplierCodeofConduct

Yum China Holdings, Inc.
CODE OF CONDUCT
Table of Contents
Page
Introduction 3
Product Quality & Food Safety 5
Relationship with Franchisees 6
International Anti-Corruption Policy 6
Employee Relations 6
Customers, Suppliers and Competitors 7
Gifts and Entertainment 7
Receipt of Business Gifts and Entertainment 8
Safety and Environmental Protection 9
Political and Community Activities & Contributions 9
Media Relations 10
Engagement of Third Parties 10
Information on the Internet and other Electronic Communications 10
Accounts, Record Keeping and Disclosure of Financial Information 11
Substance Abuse 11
Protecting Confidential Information and other Yum China Property 12
Conflicts of Interest 12
Corporate Opportunities 14
Insider Trading and Proprietary Information 14
Investigation Guidelines 15
Annual Questionnaire 15
Amendments and Waiver 15
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Appendices:
I. Yum China Code of Conduct Questionnaire 17
II. Yum China Code of Conduct Certification Statement 24
III. Yum China International Anti-Corruption Policy 26
IV. Third Party Due Diligence Questionnaire and Certification Letter 34
V. Supplier Code of Conduct 42
VI. Gift Guidelines 47
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Introduction
The Yum China Code of Conduct (“Code”) applies to all directors and employees of Yum China
and its subsidiaries. Unless otherwise indicated, all references in this Code to employee(s) shall
be interpreted as references to both employee(s) and director(s).
This Code sets forth some of the policies and procedures regarding standards of conduct that
are required of you as a Yum China employee. It is important that you understand how these
standards apply to you. They are intended to help you conform to high ethical standards and to
protect Yum China’s and your reputations. If you are a manager, you are expected also to
ensure that all individuals you supervise are aware of these policies and procedures, and to
promote compliance with them.
If you think that something is wrong, are unsure what is proper conduct in a particular situation
or believe that another employee may have violated applicable law or Yum China policies,
including the policies set forth in this Code, you have a duty to raise questions and report
concerns immediately. If you wish, you may call anonymously on the Yum China Ethics and
Compliance Hotline, called the Compliance Hotline, at the appropriate number listed below.
The Compliance Hotline is an organization independent from Yum China that helps businesses
maintain high ethical standards. Yum China has a strict policy against retaliation for good faith
reports. No one may threaten you or take any action against you for raising questions or
reporting concerns.
The Compliance Hotline

Location
Phone/Contact Method
400-8-801-346 or
China:
www.yumchina.com/compliance
United States 1-800-241-5689
Not every concern can be specifically covered in this Code. If you are faced with a situation in
which the proper course of conduct is unclear to you, you should discuss it with your manager
or senior legal counsel or, if you prefer to raise the issue anonymously, use the Compliance
Hotline number listed above. If uncertainty remains about the appropriate action, your
manager, the senior legal counsel or you should discuss the situation with the Yum China Legal
Department and/or Internal Audit. The following contacts may be used for this purpose:
• Joseph Chan, Chief Legal Officer

• Ben Lee, Head of Corporate Audit
The above procedures may be used to report complaints or concerns regarding accounting and
auditing matters. In addition to the above procedures, Yum China has established additional
procedures for complaints and concerns of employees regarding accounting and auditing
matters, including for the confidential or anonymous submission of such complaints or
concerns.
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These additional procedures are described in the Complaint Procedures for Accounting and
Auditing Matters, which has been approved by the Audit Committee of the Board of Directors
and can be found on the Company’s intranet website.
Other policies and procedures not listed here also apply to employees. Employees are expected
to ask about, be familiar with and comply with all policies and procedures that apply to their
positions and responsibilities. All employees and members of the Board of Directors should
respect and comply with all applicable laws, rules and regulations.
Failure to adhere to this Code, including the attached Yum China Holdings, Inc. International
Anti-Corruption Policy which has been incorporated into the Code, may subject you to
disciplinary action, which could include termination. A breach of this Code shall be deemed
and treated as a breach of the individual’s employment contract with Yum China. Violations
of the law may also result in severe fines and penalties against Yum China, and fines and even
imprisonment for individuals.
Nothing in this Code is intended to restrict communications or actions protected or required

by law.
Please read this document carefully, as it is important that each and every one of us adheres to
these policies and procedures as we conduct our business.
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CODE OF CONDUCT
PRODUCT QUALITY & FOOD SAFETY
At Yum China, product quality and food safety are a cornerstone of our founding truths and a
promise we make everyday to our customers.
QUALITY
Quality embodies our basic philosophy of doing business and that is why it is in our founding
truths. Therefore, we must exceed our customers' expectations every day in every one of our
restaurants by providing the highest quality products and service, in surroundings that are clean,
attractive and comfortable.
We continually monitor our products and services, and work hard to improve them. We expect
all our employees to assist in this process by reporting anything which might compromise our
quality.
FOOD SAFETY
Food safety is a primary responsibility of Yum China, and nothing, including cost, is allowed to
interfere with this responsibility.
To ensure that our customers receive safe, wholesome food, and "food you crave," Yum China:
• Maintains strict specifications for raw products including specifications which meet or
exceed government requirements.
• Adheres to a strict food safety testing program.
• Follows rigid food handling and preparation procedures in the restaurants.
• Trains management and crews in proper food-handling procedures and personal

hygiene practices.
• Continually monitors and improves its procedures and practices to ensure food safety.
The responsibility for food safety is shared by everyone in our system:
• As an employee you are expected to immediately report any problem with food safety
to your supervisor or the next level of management.
• Any product suspected to be unsafe must immediately be pulled from distribution until
safety can be assured.
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• If, at any time, your own health or that of anyone serving the restaurant might
negatively impact food safety, you should immediately notify your supervisor and
determine the proper course of action.
RELATIONSHIP WITH FRANCHISEES
Our positive strategic relationship with our franchisees is an important and highly valued
element of Yum China’s success.
Franchisees are our most important partners. With this mindset, our goal is to operate as one
system, drive sales and operate the best restaurant system in the world.
Our relationship is characterized by:
• Fairness and honesty in our dealings with franchisees and potential franchisees.
• Open communication between Yum China and its franchisees.
• An objective assessment of their performance.
Additionally, Yum China respects its franchisees and protects their confidential information.
Franchisees and prospective franchisees provide confidential personal and business financial
information to Yum China in the course of obtaining or expanding their Yum China business.
This information should be kept strictly confidential and used only for legitimate business
purposes.
INTERNATIONAL ANTI-CORRUPTION POLICY
The Yum China Holdings, Inc. International Anti-Corruption Policy (“Anti-Corruption Policy”) is
attached in its entirety to this Code. The terms of the Anti-Corruption Policy are fully
incorporated into this Code. A breach of the Anti-Corruption Policy shall be deemed and treated
as a breach of this Code, and thereby a breach of the individual’s employment contract.
EMPLOYEE RELATIONS
Yum China recognizes that one of its greatest strengths lies in the talent and ability of its
employees. Employees are expected to hold themselves accountable to the highest
professional standards, with mutual respect being the basis of all professional relationships.
Human resource goals have been established to guide the Company activities in employee
relations. It is the Company’s policy:
• to deal fairly with employees;

• to provide equal opportunity for all in recruiting, hiring, developing, promoting and
compensating without regard to race, religion, color, age, gender, disability, genetic
information, military or veteran status, sexual orientation, gender identity,
citizenship, national origin, or other legally protected status;
• to maintain a professional, safe and discrimination-free work environment;
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• to recognize and compensate employees based on their performance; and
• to provide a competitive array of benefits.
Sexual, racial, ethnic, religious or any other type of harassment has no place in the Yum China
work environment. Racial, ethnic and religious harassment includes such conduct as slurs,
jokes, intimidation or any other verbal or physical attack upon a person because of race, religion
or national origin. Sexual harassment includes unwelcome sexual advances or other verbal or
physical conduct of a sexual nature. As noted above, if you think that something is wrong you
have a duty to raise questions and report concerns immediately. If you wish, you may call
anonymously on the Compliance Hotline. Yum China has a strict policy against retaliation for
good faith reports. No one may threaten you or take any action against you for raising
questions or reporting concerns in good faith.
CUSTOMERS, SUPPLIERS AND COMPETITORS
We are committed to the continuation of free enterprise. Therefore, we recognize the

importance of laws which prohibit restraints of trade, predatory economic activities and unfair
or unethical business practices. Yum China will, and expects its employees to, continue to
comply with such laws wherever they exist.
In all of its business dealings with customers, suppliers and competitors, Yum China will and
expects its employees to:
• Compete vigorously and with integrity.

• Treat all customers and suppliers honestly, fairly and objectively.
• Never discuss or agree with competitors on pricing or any other matter affecting
pricing, terms and conditions of sale, limits on production, division of territories or
customers or boycotting of third parties.
• Avoid any unfair or deceptive practice or advertisement and always present our
services and products in an honest and forthright manner.
• Not take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any unfair dealing
practice.
• Never criticize a competitor’s product without a good basis for such statements, or
act in a manner designed to unlawfully exclude competitors from the marketplace.
• Make clear to all suppliers that we expect them to compete fairly and vigorously for
our business, and we will select our suppliers strictly on merit.
GIFTS AND ENTERTAINMENT
Our business decisions are made on merit. A business favor, such as a gift or entertainment, will
never be offered under circumstances that might create the appearance of impropriety,
including but not limited to any offers that may be construed as an attempt to induce favorable
treatment or influence a decision. This applies to our interactions with private business partners
as well as to our interactions with government officials in the United States, China and
anywhere in the world, and it applies both to giving and to receiving gifts and entertainment.
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All employees are required to follow Yum China Guidelines on Gifts, Hospitality, Meals, Travel,
Entertainment and Other Business Interactions with Third Parties (“Gift Guidelines”, a copy of
which is attached as Appendix VI). The terms of the Gift Guidelines are fully incorporated into
this Code.
In appropriate circumstances such as the promotion, demonstration or explanation of our

products or services, employees may provide existing or potential business partners with
reasonable entertainment or gifts. However, the gift or entertainment must be permitted by
this Code, applicable law, the business partner’s own policies and your business unit’s policies.
Receiving gifts from current or potential business partners can create the perception that by
receiving the gift or entertainment, there will be some associated influence. You may provide a
gift to a third party only if it is of nominal value, occasional and it is given openly and
transparently, properly recorded in Yum China’s books, permitted under local law, and is either
(1) directly related to the promotion, demonstration or explanation of our products, such as a
logo item promoting our brand or (2) is provided only to reflect esteem, such as at a traditional
gift-giving holiday. Gifts or entertainment may never be given or received in exchange for
improper or undue influence, and you should avoid even the appearance that a gift or
entertainment – whether given or received – relates to some improper or undue influence.
Interactions with government officials present special risks, and you should consult with the
Anti-Corruption Policy and the Legal Department and Internal Audit to ensure that any
contemplated gifts or entertainment related to government officials comply with this Code, the
Policy and applicable anti-corruption laws. In no event shall a Yum China employee offer or give
anything of value to any third party including any government official or business partner to
improperly influence any act or decision to obtain or retain business, or to secure any improper
advantage. Gifts, entertainment or other payments or benefits provided to non-U.S.
government officials may be covered by the U.S. Foreign Corrupt Practices Act or other anti-
corruption laws, and additional restrictions apply. Please see the Anti-Corruption Policy before
providing a gift, entertainment, payment or any other benefit.
RECEIPT OF BUSINESS GIFTS AND ENTERTAINMENT
Gifts (including entertainment, transportation and lodging) offered by suppliers, potential

suppliers, franchisees or others in connection with a business transaction create a potential for
improper influence – either in reality or in appearance. This could endanger the trust and
confidence that are essential to doing business in the marketplace. As a result, employees are
prohibited from receiving (for themselves or for any other person) any gift, favor, loan, payment
or other special benefit or treatment of any kind (collectively, a “gift”) from any individual or
organization that conducts or seeks to conduct business with the Company, or which competes
with the Company, if
(i) the acceptance of the gift could reasonably be expected to interfere with the
independence or judgment of the employee in performing his or her duties to
the Company (including if such gift could cause you to exercise undue or
improper personal influence over other employees) or could reasonably be
construed as a business inducement,
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(ii) the public disclosure of the acceptance of the gift could reasonably be expected
to cause embarrassment to or otherwise damage the reputation of Yum China,
or
(iii) the acceptance of the gift may create the appearance of being improper or
otherwise interfering with independence or judgment in the relationship.
If you receive a gift or an offer from an existing or potential supplier or franchisee beyond what
is described as permissible in this Code, or if you believe that the circumstances otherwise
create doubt about the appropriateness of acceptance, you must decline the gift or offer, unless
you receive approval from the officer of the Company reporting directly to the Chief Executive
Officer of Yum China Holdings, Inc. that has responsibility for your function or the Legal
Department to accept it. Otherwise, if the gift was received, you must return it with a dated
note stating that you are unable to accept it and are returning it. For your own protection, alert
your manager about the gift or offer and keep a copy of the note.
SAFETY AND ENVIRONMENTAL PROTECTION
Yum China is committed to providing safe and healthy work environments and to being an
environmentally responsible corporate citizen. It is our policy to comply with all applicable
environmental, safety and health laws and regulations.
We are dedicated to designing, constructing, maintaining and operating facilities that protect
our people and physical resources. This includes providing and requiring the use of adequate
protective equipment and measures and insisting that all work be done safely.
We believe that protecting the environment is an important part of good corporate citizenship.
We are committed to minimizing the impact of our businesses on the environment with
methods that are socially responsible, scientifically based and economically sound. We
encourage conservation, recycling and energy use programs.
POLITICAL AND COMMUNITY ACTIVITIES & CONTRIBUTIONS
Yum China believes in contributing to society and encourages employees to participate in

community activities.
Employees may not use corporate funds, assets or resources (money, food, transportation,
labor, etc.) to make any political contributions in the People’s Republic of China, the United
States or in any other country, even if permitted by applicable laws, except in accordance with
the prior authorization of the Chief Legal Officer. No such contributions are allowed for
candidates for elections or for political committees or parties.
This policy is not intended to discourage you from participating in political activities on a
voluntary personal basis on your own time or from supporting a candidate or party with your
own funds. However, you must make it clear that you do not act as a representative of Yum
China in any of your personal voluntary political activities. Further, under no circumstance will
you be compensated or reimbursed in any way by Yum China for any personal political
contribution, including out-of-pocket expenditures incurred in the course of providing volunteer
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services. You will not be favored or prejudiced in any condition of employment or promotion as
a result of making or not making any such political contribution.
Charitable contributions and community involvement are also part of Yum China’s core values,
and this Code is not intended to discourage you from participating in community activities or
from making charitable donations. However, any charitable contribution that is made on behalf
of Yum China or for the benefit of Yum China must be authorized and properly recorded on the
books and records of the Company.
In rare circumstances, charitable contributions may create the appearance of trying to obtain
improper or undue influence, and Yum China must ensure that this does not occur. If you are
approached by a current or potential business partner or by a government official to contribute
to a particular charitable organization, please include this information in the request for
authorization.
MEDIA RELATIONS
Employees may be asked by representatives of the news media for information concerning Yum
China’s business or its position on public issues. Employees should refer any inquiries from the
news media directly to the VP, Public Affairs without offering any personal commentary.
In addition, employees may not release information to the news media about Yum China
activities or the activities of other employees without first discussing the matter with the VP,
Public Affairs and obtaining management approval in accordance with the Company’s Corporate
Disclosure Policy. Yum China Public Affairs has established systems for responding to news
media requests and for obtaining management approval for public statements. Accordingly, any
such requests for information must be referred to the Public Affairs team.
ENGAGEMENT OF THIRD PARTIES
The actions of vendors, agents, consultants, joint venture partners and other representatives of
Yum China (collectively, “Third Parties”) may affect Yum China’s business reputation, and
thereby affect our relationship with customers, suppliers and regulators. Accordingly, Yum
China requires its employees to conduct a due diligence review before retaining or otherwise
authorizing any Third Parties; and all Third Parties being retained by Yum China are required to
certify that they are currently in compliance with and will comply fully with all applicable laws
and regulations of the United States, the People’s Republic of China and all other jurisdictions in
which Yum China does business.
INFORMATION ON THE INTERNET AND OTHER ELECTRONIC COMMUNICATIONS
Employees should not post confidential or sensitive Company information on the Internet
including web sites, blogs, social media, unapproved online collaboration, unapproved online
file storage and other similar types of locations.
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Consideration should also be given to the risks of transmission of such information via e-mail.
With the prevalence of electronic communications, it is important that employees remain aware
of the possibility of unauthorized parties gaining access to transmitted information.
Yum China has an authorized web site and approved collaboration methods. Employees should
not develop or establish web sites or engage in social media using the name of Yum China
without authorization from the VP, Public Affairs and otherwise in accordance with the
Company’s Social Media Policy and Social Media Business Use Guidelines.
ACCOUNTS, RECORD KEEPING AND DISCLOSURE OF FINANCIAL INFORMATION
We will continue to observe the most stringent standards in our financial records and accounts.
Our books must reflect all components of transactions and reflect an honest and forthright
presentation of the facts.
It is the responsibility of each employee to uphold these standards. Appropriate records must
be kept of all transactions. Employees are expected to cooperate fully with our internal and
external auditors. Our employees will not:
• Make false or misleading entries in our books.

• Maintain secret or unrecorded funds or assets.
• Make a payment knowing it will be used for a purpose other than what is
described in our books and records.
• Sign, or ask another employee to sign, documents they know to be inaccurate,
untruthful or misleading.
An employee whose activities cause false financial reporting will be subject to disciplinary
action, including termination.
We adhere to all laws, rules and regulations which require us to disclose our financial and other
relevant information. We make it a high priority to make all disclosures full, fair, accurate,
timely and understandable.
SUBSTANCE ABUSE
Yum China does not condone nor will it tolerate illegal use or abuse of alcohol, drugs or other
substances by its employees or anyone acting for Yum China. To avoid the potential dangers of
drug abuse in the workplace and to protect the health and welfare of its employees, customers,
and neighbors, Yum China has adopted the following practices and procedures:
• The unlawful manufacture, distribution, dispensing, possession, use, sale or

purchase of unauthorized or illegal drugs or other substances or contraband (i.e.,
drug paraphernalia such as pipes), or the abuse or misuse of legal drugs, alcohol or
other substances while on Company business or during working hours is prohibited.
Any violation is grounds for disciplinary action, including termination.
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• Any employee under the influence of illegal drugs, alcohol or other substances while
on Company premises, Company business or during working hours is subject to
disciplinary action, including termination.
• Unlawful actions by employees that discredit the Company involving illegal drugs or
contraband, alcohol or other substances during non-working hours are grounds for
disciplinary action, including termination.
Employees who suffer from a substance abuse problem are urged to acknowledge the problem
and seek assistance. They may do so by contacting Yum China HR Department.
PROTECTING CONFIDENTIAL INFORMATION AND OTHER YUM CHINA PROPERTY
Yum China depends on certain secret and confidential information, knowledge and data which it
needs to protect. Employees must not disclose to others or use, except pursuant to their
employment duties, any of these secrets or confidential information, knowledge or data
whether during or after employment. Failure to adequately protect this corporate information
could lead to the loss of highly confidential data that may place Yum China at a disadvantage in
the marketplace.
Employees must return all property of Yum China (including all hard copy and computer files;
customers lists; personal computer hardware and software; statistical analysis, product pricing
and other formulas and models; identification cards; keys and access cards) immediately before
or upon termination of employment. Employees must not retain copies of any of that property.
All employees must protect the company’s assets and ensure their efficient use. Theft,
carelessness and waste have a direct impact on Yum China’s profitability. All Yum China assets
should be used for legitimate business purposes. For example, employees may not use,
distribute, modify, destroy or provide access to facilities, records, systems, data or other
property of Yum China or its franchisees, customers or suppliers except as the employees are
authorized to do so in connection with their job responsibilities. Employees are expected to use
Yum China voicemail, electronic mail and other electronic communication services for business-
related purposes. Yum China considers such communications (whether electronic, telephonic or
written), computer files and printed forms to be Yum China business records and property. To
the extent permitted by law, Yum China reserves the right to monitor these communications as
appropriate.
CONFLICTS OF INTEREST
A potential conflict of interest occurs when an individual’s private interest interferes in any way
– or even appears to interfere – with the interests of Yum China. A conflict situation can arise
when an employee takes actions or has interests that may make it difficult to perform his or her
company work objectively and effectively. Conflicts of interest also arise when an employee or
a member of his or her family receives improper personal benefits as a result of his or her
position in the Company, whether received from the Company or a third party. Loans to, or
guarantees of obligations of, employees including directors and executive officers and their
respective family members may create conflicts of interest and shall be handled in full
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compliance with the laws of the United States, the laws of the People’s Republic of China, and
the laws of any territory where Yum China operates. Federal law prohibits loans to directors
and executive officers.
It is important for the Company to be promptly and adequately informed of potential conflict of
interest situations so that the potential conflicts may be appropriately analyzed and resolved in
the best interests of the Company. In order to facilitate the Company’s consideration of these
potential conflicts, the Company has adopted separate conflicts of interest policies for
employees and directors. The conflicts of interest policy applicable to employees of the
Company is set forth in subsection (a) below and the conflicts of interest policy applicable to
directors is set forth in subsection (b) below.
(a) Conflict of Interest Policy Applicable to Employees
Yum China’s conflicts of interest policy with respect to employees is straightforward: Don’t
compete with Yum China businesses, and never let your business dealings on behalf of any of
our businesses be influenced, or appear to be influenced, by personal or family interests.
Employees should avoid a conflict of interest with regard to the Company’s interests. All
potential conflict of interest situations must be disclosed by employees and resolved by the
Company, including, without limitation, situations in which an employee:
• has an individual or family interest in a transaction with Yum China or one of its
subsidiaries;
• has a substantial interest in a competitor, franchisee or supplier of Yum China or one of
its subsidiaries;
• has a substantial interest in an organization that does, or seeks to do, business with
Yum China or one of its subsidiaries; or
• receives a gift that is prohibited under the section entitled “Receipt of Business Gifts
and Entertainment” from any individual or organization which conducts or seeks to
conduct business with Yum China or one of its subsidiaries or which competes with
Yum China or one of its subsidiaries.
In addition, all executive officers of the Company must seek approval from the Chief Executive
Officer of Yum China before accepting appointment as a director of any other company. In the
case of the Chief Executive Officer, he or she must obtain the approval of the Yum China board
of directors.
(b) Conflicts of Interest Policy Applicable to Directors
Most directors of Yum China have and engage in business and professional relationships and
activities outside of their directorship with Yum China. As a result, Yum China’s conflicts of
interest policy with respect to directors is designed to ensure adequate disclosure and
consideration of the types of conflict of interest situations that are reasonably likely to be of
concern to Yum China. Accordingly, directors are required to disclose to Yum China all potential
conflict of interest situations that could reasonably be expected to impact the independence
and judgment of the director in performing his or her duties as a director of Yum China. 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 Yum China to enable Yum China to fully
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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.
CORPORATE OPPORTUNITIES
Employees are prohibited from (a) taking for themselves personally opportunities that are
discovered through the use of corporate property, information or position; (b) using corporate
property, information, or position for personal gain; and (c) competing with the Company.
Employees owe a duty to Yum China to advance Yum China’s legitimate interests when the
opportunity to do so arises.
Examples of potential corporate opportunities that employees must disclose and that must be
resolved include:
• Participating in a venture where the Company has expressed or can be expected to

express an interest; and
• Acquiring an interest in property (such as real estate, patent rights, securities or
other property) where the Company has, or can be expected to have, an interest.
These rules regarding corporate and competitive opportunities apply to directors only in so far
as the corporate or competitive opportunity arises as a result of, or in their capacity as, a
director of Yum China.
If you have any questions or concerns with respect to a potential conflict or corporate
opportunity, please contact Yum China’s Chief Legal Officer or the Head of Internal Audit or, if
you prefer to speak anonymously, contact the Compliance Hotline.
INSIDER TRADING AND PROPRIETARY INFORMATION
Yum China obeys all laws designed to protect the investing public with respect to disclosure of
material information.
Information is considered material if it would be expected to affect a reasonable investor’s

decision to buy, sell or hold Yum China Holdings, Inc. stock. Examples would be a significant
upward or downward revision of earnings forecasts, a significant restructuring, a major
management change, or a significant acquisition or divestiture.
Employees should not effect any transaction in the securities of Yum China (including exercising
Yum China stock options) or another company involved with Yum China while they have
material nonpublic information about Yum China or the other company.
Employees should not disclose material nonpublic information to anyone (including family
members and other employees of Yum China), except where disclosure is needed to enable Yum
China to carry on its business, and there is no reason to believe - because of an agreement or
otherwise - that the information will be misused or improperly disclosed by the recipient.
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Within Yum China, employees should only discuss or disclose material nonpublic information in
the ordinary course of business and when they have no reason to believe that the information
will be misused or improperly disclosed by the recipient.
Employees may not enter into options trading or short selling of Yum China securities because
these transactions may give the appearance of improper trades, look disloyal and are
inconsistent with employees’ duties to Yum China. Misuse of material nonpublic information
can result in criminal or civil liability, or both. No employee should purchase or sell securities, or
advise or in any way encourage anyone else to purchase or sell securities, on the basis of
material nonpublic information. If an employee transmits material nonpublic information to any
other person who acts upon it, the employee could be liable for the action of such other person.
INVESTIGATION GUIDELINES
From time to time, it may be necessary for the Company or any of its subsidiaries to conduct
investigations with respect to complaints or allegations raised by employees, vendors,
franchisees or other parties. These investigations will be conducted pursuant to policies and
practices established by the Company with respect to the nature and allegations of any
complaints.
In the case of complaints or allegations concerning the following matters, the Chief Legal Officer
will be responsible for conducting the investigation:
• Any Code of Conduct violation involving an employee that is L12 or above

• Any allegation where there is risk of governmental investigation or civil or
criminal actions or penalties
• Fraud
• Theft (excluding in store fraud of no more than US$ 25,000 which can be led by
the local team)
• Potential undisclosed conflicts of interest
• Financial irregularities (including key performance indicators – i.e. bonus
manipulation)
• Insider trading
• Potential brand / company reputational risk
The Chief Legal Officer will determine the investigative team depending on the alleged violation.
ANNUAL QUESTIONNAIRE
All employees of Yum China are required, on an annual basis, to complete and sign the Yum
China Code of Conduct Questionnaire attached as Appendix I to this Code and the Yum China
Code of Conduct Certification Statement attached as Appendix II to this Code certifying the
employee’s understanding and acceptance of this Code.
AMENDMENTS AND WAIVER
This Code of Conduct may be amended or modified by the Board of Directors of Yum China
Holdings, Inc. Waivers of this Code as to an executive officer or a member of the Board of
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Directors may only be granted by the Board of Directors or a committee of the Board with
specific authority. Amendments, modifications and waivers will be disclosed as required by the
Securities Exchange Act of 1934 and the rules thereunder and the applicable rules of the New
York Stock Exchange.
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Appendix I
Yum China Code of Conduct Questionnaire
Questionnaire Instructions
The following Questionnaire is intended to give you a better understanding of required disclosures with
respect to potential conflicts of interest within the meaning of Yum China’s Code of Conduct and to help
identify any situations that have arisen since you last completed the Questionnaire and that may give rise
to potential conflicts of interest. Please answer each question to the best of your knowledge with either a
"Yes" or "No" response.
For each question answered with a "Yes" response, an explanation describing your situation is required
to be entered.
The following is a list of terms and their meanings as used within the questionnaire. Please become
familiar with these terms before you answer the questions:
Company means Yum China Holdings, Inc. and its subsidiaries.

Supplier means any individual, firm, corporation, partnership or other entity (including
officers, directors, partners, owners and agents of such entities) that is furnishing or
is seeking to furnish or has within the last several years furnished or sought to furnish
any goods or services to the Company.
Services means, but is not limited to, services of the type furnished by insurance brokers or
agents, contractors, banks, leasing companies, real estate agents and brokers,
consultants, engineers, architects, law firms, transportation companies, stock
brokers, advertising agencies, artists, marketing organizations or promotion houses,
research and development organizations and utilities.
Competitor means any individual, firm, corporation, partnership or other entity (including
officers, directors, partners, owners and agents of such entities) that is active in the
markets served by the Company by supplying a product or service that is the same as
or similar to a product or service of the Company (Examples include, but are not
limited to, McDonald's, Dicos, Domino’s and Papa John’s).
Your Family means members of your immediate family (includes your spouse and any of the
following who is related by blood, marriage, or adoption: parent, child, brother,
sister, aunt, uncle, nephew or niece).
Government means any officer or employee of any government or any department, agency, or
Official instrumentality thereof, or of a public international organization, or any person acting
in an official capacity for or on behalf of any such government or department, agency,
or instrumentality, or for or on behalf of any such public international organization.
This also includes officers or employees of an entity, business, corporation or other
organization that is owned by or partially owned by any government or a department
agency or instrumentality of any government.
Governmental means any government or any department, agency, or instrumentality thereof.

Body
17
If you are unable to answer "No" to any of the questions, you should discuss the matter with your
supervisor or one of the individuals below or our confidential and anonymous integrity helpline called
The Compliance Hotline.
Joseph Chan, Chief Legal Officer

86 21 2407 7777
Ben Lee, Head of Corporate Audit

86 21 2407 7777
The Compliance Hotline contact information:

Location
Phone/Contact Method
400-8-801-3461 or
China
18
Yum China Code of Conduct Questionnaire
_____________________________________________________________________________________
1. Are you an employee, officer or director of any company, other than the Company, that does business with,
seeks to do business with, or is in competition with the Company?
YES
Name of company or business: _____________________________________________________________

List your title or position with the company or business and describe your responsibilities: _____________________
Was your status as an employee, officer or director of such company disclosed to and approved by your
supervisor?____________________________________________________________________________
Is your current supervisor aware of this situation? _____________________________________________
Detailed description of situation: ___________________________________________________________
NO
2. Is any member of your family an employee, officer or director of any company that does business with, seeks
to do business with, or is in competition with the Company?
YES
Family member’s name: _______________________________________________________________

Family member’s relationship to you: ____________________________________________________
Name of company or business: __________________________________________________________
Family member’s title or position and a description of their responsibilities: ______________________
Is your current supervisor aware of this situation? ___________________________________________
Detailed description of situation:_________________________________________________________
NO
3. To your knowledge, do you own, directly or indirectly, a significant financial interest in any supplier,
competitor or franchisee of the Company? For this question, a financial interest is considered significant if
your interest in such business represents:
• 1% or more of the equity ownership in, or outstanding securities of, the business; or
• 10% or more of the net worth or 5% or more of the assets of you or a member of your family.
YES
Name of supplier, competitor or franchisee: _______________________________________________

Details of financial interest: ____________________________________________________________
Is your current supervisor aware of this financial interest? ____________________________________
NO
19
4. To your knowledge, does any member of your family own, directly or indirectly, a significant financial interest
in any supplier, competitor or franchisee of the Company? For this question, a financial interest is considered
significant if the interest of a member of your family in such business represents:
• 1% or more of the equity ownership in, or outstanding securities of, the business; or
• 10% or more of the net worth or 5% or more of the assets of you or a member of your family.
YES
Family member’s name: ______________________________________________________________

Family member’s relationship to you: ___________________________________________________
Name of supplier, competitor or franchisee: _______________________________________________
Details of financial interest: ____________________________________________________________
Is your current supervisor aware of your family member’s financial interest?
NO
5. To your knowledge, have you received anything of value, including any gifts, entertainment, transportation,
lodging, commissions, fees, compensation, discounts on services or products, free use of facilities, vacations,
pleasure trips, travel or payments of any kind from a supplier, competitor or franchisee of the Company that
has not previously been reported in a prior questionnaire?
YES
Name of individual or company providing item of value (gift, entertainment, travel,

etc.):______________________________________________________________________________
Detailed description of item of value (gift, entertainment, travel, etc.):__________________________
Estimated value of what was received: ___________________________________________________
If notification or pre-approval occurred, please list who was notified or provided pre-
approval:__________________________________________________________________________
NO
6. To your knowledge, has a member of your family received anything of value, including any gifts,
entertainment, transportation, lodging, commissions, fees, compensation, discounts on services or products,
free use of facilities, vacations, pleasure trips, travel or payments of any kind from a supplier, competitor or
franchisee of the Company that has not previously been reported in a prior questionnaire?
Yes
Family member’s name: ______________________________________________________________

Family member’s relationship to you:___________________________________________________
Name of individual or company providing item of value (gift, entertainment, travel, etc.): __________
_________________________________________________________________________________
Detailed description of item of value (gift, entertainment, travel, etc.):__________________________
Estimated value of what was received: ___________________________________________________
If notification or pre-approval occurred, please list who was notified or provided pre-
approval:__________________________________________________________________________
20
NO
7. Have you made or received a loan from/to, or has a debtor-creditor relationship existed at any time between,
you and any supplier, competitor or franchisee of the Company that has not been previously reported in a
prior questionnaire?
YES
Name of the supplier, competitor or franchisee: ______________________________________________

Detailed description of situation: __________________________________________________________
Is your current supervisor aware of this situation? ____________________________________________
NO
8. Has a member of your family made or received a loan from/to, or has a debtor-creditor relationship existed at
any time between, any member of your family and any supplier, competitor or franchisee of the Company that
has not been previously reported in a prior questionnaire?
YES
Name of the supplier, competitor or franchisee: ______________________________________________
Detailed description of situation: __________________________________________________________
Is your current supervisor aware of this situation? ____________________________________________
NO
9. All employees must be familiar with our Code of Conduct and are required to report any violations of the Code
of Conduct or applicable laws through The Compliance Hotline (see contact information at end of the
Certification Statement) or to the Yum China Chief Legal Officer or the Head of Internal Audit. Have you
observed or are you aware of any violations of the Code or applicable laws (either by you, another employee,
a contractor or a vendor) that have not been previously reported and resolved?
YES (Please explain below)

NO
Explanation:
10. Are you a government official or an employee of a governmental body with which Yum China does business,
with which Yum China seeks to do business, or which may influence Yum China’s business (for example, by
issuing permits, licenses, tax assessments, etc.)?
YES
Name of governmental body: __________________________________________________________
21
Your title or position within the governmental body and a brief description of your duties: __________
____________________________________________________________________________________
Detailed description of situation: _________________________________________________________
NO
11. Is any member of your family a government official or an employee of a governmental body with which Yum
China does business, with which Yum China seeks to do business, or which may influence Yum China’s
business (for example, by issuing permits, licenses, tax assessments, etc.)?
YES
Family member’s name: _______________________________________________________________

Family member’s relationship to you: _____________________________________________________
Name of governmental body: ___________________________________________________________
Your family member’s title or position within the governmental body and a brief description of their
duties:
___________________________________________________________________________________
NO
12. Have you provided anything of value, including any gifts, entertainment, transportation, lodging, commissions,
fees, compensation, discounts on services or products, free use of facilities, vacations, pleasure trips, travel,
favorable contracts or payments of any kind to anyone, including a government official, employee of a
governmental body, supplier or franchisee with which Yum China does business, with which Yum China seeks
to do business or which may influence Yum China’s ability to do business, that has not previously been
reported in a prior questionnaire?
YES
What was provided? _____________________________________________________________________
To whom and when was it provided? _______________________________________________________
What is the estimated value of what was provided? ____________________________________________
Is your current supervisor aware of this situation? _____________________________________________
Detailed description of situation: ___________________________________________________________
NO
13. Has a member of your family provided anything of value, including any gifts, entertainment, transportation,
lodging, commissions, fees, compensation, discounts on services or products, free use of facilities, vacations,
pleasure trips, travel, favorable contracts or payments of any kind to anyone, including a government official,
employee of a governmental body, supplier or franchisee with which Yum China does business, with which
Yum China seeks to do business or which may influence Yum China’s ability to do business, that has not
previously been reported in a prior questionnaire?
YES
22
Name of your family member providing item of value: _______________________________________
Family member’s relationship to you: _____________________________________________________
What was provided? ___________________________________________________________________
To whom and when was it provided? ______________________________________________________
What is the estimated value of what was provided? __________________________________________
NO
14. Are you aware of any conduct by a Yum China employee or any other person acting on behalf of Yum China
(such as agent, consultant, contractor, etc.), which involves an offer, promise, payment or authorization to pay
any money or other thing of value to anyone, including a government official, in order to get that other person
to provide an improper advantage?
YES
Is your current supervisor aware of this situation? _______________________________________

Detailed description of situation:______________________________________________________
NO
23
Appendix II
Yum China Code of Conduct Certification Statement

Code of Conduct Certification:
I have read, understand and agree to follow the Company's Code of Conduct, which includes the
following:
1. Food safety and product quality are a primary responsibility of Yum China and its employees.
2. Yum China engages in no bribery anywhere and complies with the United States Foreign Corrupt
Practices Act and other anti-bribery laws.
3. Yum China treats all customers and suppliers fairly and does not misuse or improperly disclose to
any third parties the confidential information of such customers and suppliers.
4. Yum China employees do not offer nor do they receive business gifts or hospitality that might create
an appearance of impropriety.
5. In accordance with the terms of my employment, a breach of the Code of Conduct, which includes
the Anti-Corruption Policy, shall be deemed and treated as a breach of my employment contract
with Yum China.
Except as described in the foregoing Yum China Code of Conduct Questionnaire, I hereby represent that,
to the best of my knowledge, neither I nor any close relative of mine, nor any other person acting on
behalf of Yum China, has or is engaged in transactions, or has an interest, which violates or has violated
the Code of Conduct. I further certify that the information set forth on the foregoing questionnaire is
true, complete and accurate and that I have disclosed all possible violations of the Code of Conduct or
applicable laws that I have observed or am aware of.
If any matter is described, I have indicated whether it has been previously disclosed and the manner of
such disclosure (e.g., in a previous certification).
If any matter arises in the future which makes this certification incomplete or untrue, I agree to report it
promptly either to my immediate supervisor or call the Legal Department, Internal Audit or our
confidential and anonymous integrity helpline called The Compliance Hotline below and file a new
certification describing such matter.
Joseph Chan, Chief Legal Officer

86 21 2407 7777
Ben Lee, Head of Corporate Audit

86 21 2407 7777
See chart below.
24
The Compliance Hotline contact information:

Location Phone/Contact Method
400-8-801-346 or
China:
Name: _____________________________ Date: _______________________

(please print)
Signature: _________________________
25
Appendix III
Yum China International Anti-Corruption Policy
Yum China Holdings, Inc. and its subsidiaries (“Yum China” or the “Company”) are committed to doing
business with the highest levels of integrity. This means avoiding corruption of all kinds, including
bribery of government officials or private business partners. Yum China will abide by all applicable anti-
corruption laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), as well as the applicable
laws in every country in which we do business (collectively, “anti-corruption laws”). The requirements
of the Yum China Holdings, Inc. Code of Conduct (“Code”) and this International Anti-Corruption Policy
(“Policy”) are designed not only to comply with the FCPA and other anti-corruption laws, but also to
avoid even the appearance of improper conduct in connection with Yum China’s operations.
This Policy applies to all directors, officers and employees of Yum China worldwide (“associates”), as
well as to Yum China’s international agents, consultants, joint venture partners, and any other third-
party representatives when acting on behalf of Yum China (collectively, “representatives”). Strict
adherence to this Policy is required.
Although this Policy is intended to provide guidance, anti-corruption matters are not always clear and
may sometimes need to be addressed on a case-by-case basis. In all situations where you have a
question, associates should consult the Legal Department. You are also encouraged to review the
Department of Justice’s Resource Guide to the U.S. Foreign Corrupt Practices Act at
http://www.justice.gov/criminal/fraud/fcpa/guidance/guide.pdf for more information about the FCPA.
Potential Consequences of Violating this Policy. Associates who violate this Policy may be subject to
disciplinary action, which could include termination, as a violation of this Policy constitutes a violation of
the Code (and thereby the associate’s employment contract). Representatives who violate this Policy
are subject to termination of all commercial relationships with Yum China and its affiliates. Violations of
the Policy and/or the anti-corruption laws could also result in serious criminal or civil fines and penalties
against Yum China, and fines and even imprisonment for individuals, both in the U.S. and the country in
which the conduct occurred.
1. PROHIBITED TRANSACTIONS
Associates and representatives of Yum China are prohibited from giving or offering money or anything of
value to Government Officials in order to influence the official’s acts or decisions, to secure any
improper advantage, or to obtain or retain business.
1.1 Definitions
1) Anything of Value
“Anything of Value” means anything that has value to the recipient. It can include things such as:
• cash or any payment or reimbursement in the form of, among others, promotion fee,
sponsorship fee, R&D fee, consulting fees, commission fee;
• non-cash items such as gifts, entertainment, golf outings, favors, the use of property or
equipment (e.g. complimentary hotel rooms), pre-paid membership cards, home
26
renovations, the sale of property at an unreasonably low rate, transfers or grants of
equity without proper consideration, transportation, and the payment or
reimbursement of debts;
• other non-cash items such as loans and loan guarantees (whether personal or through
the business) to individuals or to businesses and/or agencies, investment or business
opportunities;
• job offers to an influential outside person, his/her family members or friends (even if
they are qualified for the job);
• provision of free services; and
• contributions to a political party or charity.
For convenience, all things of value, including but limited to all of the above, are collectively referred to
as “payment” in this Policy. Please note that the above are just examples instead of an exhaustive list of
things of value.
There is no minimum threshold in determining value. Even small payments or benefits are prohibited if
they are intended as bribes. Moreover, the mere offer of a corrupt payment can violate the anti-
corruption laws, regardless of whether the payment is ever made, and regardless of whether the
recipient of a payment or thing of value takes any action in response to a promise or payment.
2) Government Officials
“Government Officials” is interpreted broadly and includes:
• Any person engaged in public duty in a government agency. This includes any elected or
appointed official or employee of a government, at any level including national or local
government entities. This also includes members of legislative, administrative, and
judicial bodies, as well as low-level employees of government agencies, such as office
workers;
• Any officer or employee of government-owned or government-controlled entities,

including state-owned entities that operate in the commercial sector (e.g., state-owned
airlines, oil companies, healthcare facilities, insurance companies or banks);
• Any person acting in an official capacity for a government, government agency, or state-
owned enterprise (e.g., someone who has been given authority by a government entity
to carry out official responsibilities);
• Any officer or employee of a public education institution or endowment;
• Any candidate for political office (e.g., a candidate running for governor, mayor, etc.),
official or employee of a political party, or a political party itself; and
• Any officer or employee of a public international organization (such as the United

Nations, the World Bank or the International Monetary Fund).
27
3) Secure an Improper Advantage
To “secure an improper advantage” means obtaining an advantage for Yum China that may not be
offered to the Yum China’s competitors or some other advantage that is only available to the Company
if it makes an illegal payment. This includes any commercial or financial benefit. For example:
• A payment to a Government Official or government body to encourage leniency or

favoritism in their application and enforcement of regulations (such as payment for
leniency in food safety inspections with government agencies) would violate this Policy.
• A payment to secure a sale or contract would violate this Policy.
• A payment to influence a Government Official to issue a license or permit would violate

this Policy unless such payment is an officially published processing fee.
• A payment to persuade a Government Official not to impose a fine or tax, or to

minimize such a fine or tax, would violate this Policy, as would a payment to prevent
enforcement of an applicable law or regulation.
This Policy also prohibits purely commercial bribery without regard to whether a Government Official is
involved in the transaction. Accordingly, payments intended to influence the decision of an individual or
company in the private sector to award business to Yum China would violate the Policy.
4) To Obtain or Retain Business
“To Obtain or Retain Business” covers almost every interaction that Yum China has with individuals and
entities outside of the Company itself. In other words, any action Yum China takes with the goal of
staying in business can be considered to be for the purpose of “obtaining or retaining business” (e.g.,
paying taxes or utility bills, obtaining or renewing leases for premises, obtaining or renewing licenses or
permits for business operations, etc.). For this reason, all employees must maintain the highest ethical
standards in everything they do.
There is no exception to this Policy’s absolute prohibition against bribery. All payments to secure an
improper benefit or to obtain or retain business, including payments made to Government Officials to
expedite or to secure the performance of a routine governmental action, are strictly prohibited.
Employees will not avoid liability under applicable law or this Policy by “turning a blind eye” or
categorizing matters as “local practice” when circumstances indicate a potential violation of this Policy.
You should note that the FCPA does not require that a corrupt act succeed in its purpose or even that a
payment be made. The offer or promise of an unlawful payment can constitute a violation and are
therefore prohibited.
This Policy also prohibits payments of money or anything of value to private business partners –
including both current and potential business partners – in order to obtain improper or undue influence
in the commercial relationship.
1.2 Grey Areas
28
The basic prohibitions of the anti-bribery laws are generally easily understood. However, applying the
prohibitions to the real-world situations under which liability could arise is far more complex. Yum
China’s employees should be aware of the following situations that could expose Yum China to a risk of
a violation and seek advice from the Legal Department when encountering such circumstances:
• Requests or demands by a Government Official for a bribe. If a Government Official

requests or demands a bribe or other improper payment or benefit, the associate or
representative receiving the request should politely decline the requests or demands
and immediately seek guidance from the Legal Department.
• Requests or suggestions by a Government Official that Yum China make a charitable

donation to a particular charity. In this situation, the associate or representative should
refrain from agreeing to the requests or suggestions and immediately seek guidance
from the Legal Department.
• Requests by a Government Official for employment either on his or her own behalf or
on behalf of another. In this situation, the associate or representative should politely
refrain from agreeing to the requests and seek guidance from the Legal Department.
• Request by a Government Official that Yum China sponsor a conference or business trip
that does not appear to be "directly related" to the promotion, demonstration or
explanation of Yum China's products and services or could cause Yum China to incur
unreasonable expenses. In this situation, the associate or representative receiving the
request should seek guidance from the Legal Department before agreeing to sponsor
any such conference or trip.
• When handling relationships with entities that are owned or controlled by a central,
regional or local government, including but not limited to public hospitals, insurance
companies, banks and any other state-owned or state-controlled enterprises, for the
purpose of Yum China’s compliance with the anti-corruption laws, employees of these
organizations must be treated as if they were Government Officials.
2. PERMISSIBLE GIFTS AND ENTERTAINMENT
Associates and representatives shall strictly adhere to the Code of Conduct and the Yum China
Guidelines on Gifts, Hospitality, Meals, Travel, Entertainment and Other Business Interactions with Third
Parties (“Gift Guidelines”) when providing or offering gifts, meals, entertainment, travel or lodging
through the Company. Gifts, meals, entertainment, travel and lodging should never be offered as a
means of influencing another person’s business decision. Each should only be offered if it is appropriate,
reasonable, offered or accepted in the normal course of an existing business relationship, and if the
primary subject of discussion or purpose of travel is business. Common sense and moderation should
prevail in business entertainment and the payment of travel and lodging expenses engaged in on behalf
of the Company.
All gifts, meals, entertainment, travel or lodging provided through the Company must be promptly
recorded along with supporting documentation of proof of purchase showing itemized amounts and
product descriptions.
3. THIRD PARTIES
29
This Policy, the FCPA and other anti-corruption laws prohibit any type of payment to a third party or
intermediary (“representative”), while knowing that all or a portion of the payment will be used for the
purpose of obtaining improper or undue influence. The term “knowing” includes awareness of a high
probability that an improper payment will occur, so conscious disregard or deliberate ignorance (i.e.,
deliberately keeping yourself from learning of an improper payment when the circumstances indicate a
high probability of such improper payment) do not prevent liability. Thus the conduct of a third party
representative may present serious risks to Yum China.
It is also impermissible for representatives to offer improper payments or gifts to any entity or individual
(including without limitation Government Officials as defined in this Policy) to secure improper benefits
or to obtain or retain business.
The most important step you can take to guard against improper payments made by representatives is
to carefully choose the representative, including agents and consultants, and to control the relationship
and use appropriate contract language. Before retaining or otherwise authorizing any representatives,
you are required to complete a third party due diligence questionnaire. The prospective third party is
also required to complete the certification letter attached thereto.
You should consult with your business unit’s legal representative to determine any additional steps
required by Yum China for conducting appropriate diligence of potential third parties and business
partners prior to engaging any third party. Your business unit’s legal representative will also provide the
contract language that Yum China requires for use with third parties that have the potential to present
corruption risk. All potential and current representatives must receive a copy of this Policy.
To avoid even the appearance of impropriety, cash payments to any third party, other than properly
documented cash disbursements that are pre-approved by your business unit’s legal representative, are
prohibited. Company checks may not be written to “cash”, “bearer” or anyone other than the party
entitled to payment.
4. BOOKS AND RECORDS
Associates must help to ensure that Yum China’s corporate books and records accurately and fairly
reflect, in reasonable detail, all transactions and dispositions of assets. This includes accurate reporting
of time worked, business expenses incurred, research test results, revenue and costs, and other
business-related activities. It is Yum China’s policy to maintain accurate books and records and a system
of internal accounting controls sufficient to ensure compliance with the record-keeping provisions of
applicable laws. It is every associate’s and representative’s responsibility to make sure that documents
supporting all records (e.g., receipts, disbursements or journal entries) relating to transactions with
Government Officials, domestic and foreign governments and international organizations, and with
agents or representatives retained by Yum China to act on its behalf in potential dealings, are accurate
and contain wording that clearly describes the reason and purpose for each transaction. All company
records are subject to audit, and financial records should be maintained in accordance with generally
accepted accounting principles.
Dishonest or inaccurate reporting, either inside or outside Yum China, will not be tolerated. This includes
reporting or organizing information in an attempt to mislead or misinform. No entry shall be made on
Yum China's books and records that intentionally hides or disguises the true nature of any transaction. It
is a violation of the Policy to maintain unrecorded or “off-the-books” funds or assets in connection with
any transactions.
30
No associate or representative may establish for any purpose an unauthorized, undisclosed or
unrecorded fund or asset involving the Company's money or other assets. No associate or
representative may allow transactions with a supplier, agent, customer or other third party to be
structured or recorded in a way that is not consistent with generally accepted business practices.
These record-keeping and accounting controls provisions are designed to ensure the integrity and
accuracy of Yum China’s records to enable Yum China to maintain reasonable control over its assets and
all transactions involving those assets. All employees are responsible for following Yum China’s policies
and procedures for carrying out and reporting business transactions.
Examples of transactions that would violate the requirement that the Company maintain accurate books
and records include but are not limited to:
• Payments that are falsified or not recorded in Yum China’s accounting records.
• Payments that are made through backdated or altered invoices.
• Any transaction in which invoices to or from Yum China do not set forth the true purchase or
sale price for the transaction (exclusive of discounts or concessions granted by or to Yum China
in the ordinary course of business).
• The creation or maintenance on behalf of Yum China or its business of any bank account,
domestic or foreign, in a name other than that of the Company.
No undisclosed or unrecorded fund or asset may be established or maintained for any purpose. No
associate may participate in falsifying any accounting or other business record, and all associates must
respond fully and truthfully to any questions from Yum China’s internal or independent auditors.
Associates should never agree to requests for false invoices or for payment of expenses that raise
questions under this Policy; if such requests are made, you should notify the Legal Department.
Yum China’s Internal Audit Department and/or the Legal Department will conduct periodic audits and
compliance reviews of relevant business unit’s to help ensure continued compliance with the FCPA, the
anti-corruption laws and this Policy.
5. BEST PRACTICES
5.1 Red Flags
Yum China associates and representatives who are exposed to situations in which anti-corruption laws
apply should be aware of the circumstances that should raise a concern about a violation of those laws.
If any of the “red flags” listed below is identified, the associate or representative should promptly seek
guidance from the Legal Department.
• A Government Official with whom the Company is dealing has a reputation for receiving
questionable payments.
• A non-governmental person with whom the Company is dealing has a known relationship with
Government Officials.
31
• A request for a payment in cash, to an offshore account, or through a third party.
• An agent or distributor proposed to act for the Company refuses to provide written assurances
or to accept a contractual covenant that he or she will not make any improper payments.
• A party with whom the Company seeks to do business requests an unusually high commission.
• A party with whom the Company is conducting business fails to provide standard invoices.
• A potential customer requests an unusual credit or rebate with or from the Company in return
for its business.
• Unusual bonuses or other amounts paid to agents or representatives of the Company.
• A request by a Government Official to pay for the travel or other related expenses of members
of the Government Official’s family.
In general, associates should watch for and report any facts and circumstances, including but not limited
to those enumerated above, that lead them to suspect that bribes or other corrupt payments may be
involved in a transaction. Each associate and representative should seek advice from the Legal
Department if they have any questions in these aspects.
5.2 Reporting Violations and Compliance Certifications
If you believe that a bribe has been or may be made, a payment has been or will be recorded improperly
or in any manner that conceals or misrepresents the nature of the transaction, or any other violation of
this Policy or the anti-corruption laws has been committed, you have a duty to report the concern to
Yum China immediately. There are numerous ways for you to report your concerns, including an
anonymous report, so please refer to the Code for further information about ways to report your
concerns. No one may threaten you or take any action against you for raising questions or reporting
concerns under this Policy at Yum China. Yum China will periodically ask representatives and all
manager level and above and other designated associates to certify their compliance with this Policy.
5.3 Training
It is your responsibility to become familiar with this Policy and to comply with all preapproval and
reporting requirements. To increase awareness and understanding of this Policy and anti-bribery laws in
general, Yum China requires all employees of Yum China and its subsidiaries to complete a web-based
anti-bribery training course. Yum China will also offer in-person anti-bribery training where appropriate
and require certain representatives to participate in Yum China-sponsored training where appropriate.
Yum China will maintain appropriate records of those who have completed the required training.
5.4 Franchisees
The Company is not responsible for the actions of its franchisees. However, Yum China’s Franchise
Agreement requires franchisees to comply with applicable law. If a franchisee gives or receives an
improper payment, it would be in breach of our Franchise Agreement. This Policy must therefore be
provided to all franchisees and their compliance must be required as part of their obligation to comply
32
with the law.
5.5 Acquisitions
From time to time, Yum China acquires businesses. In order to ensure that Yum China understands the
potential risks associated with those acquisitions and in order to ensure that Yum China quickly and
effectively imposes its compliance controls on newly-acquired businesses, Yum China has developed a
Corruption Risk Assessment and Compliance Integration Protocol to be integrated into the pre-
acquisition diligence process. You should consult with your business unit’s legal representative to obtain
guidance on implementing the pre-acquisition diligence process.
6. OVERSIGHT AND REVIEW
The Legal Department is responsible for overseeing this Policy. Any investigation of alleged, reported or
suspected violations of this Policy will be conducted jointly by Yum China’s Internal Audit Department
and the Legal Department. If warranted, details of such investigation and its results will be reported to
the Audit Committee of the Board of Directors, and may be reported to governmental authorities.
Prompt and appropriate corrective action will be taken when and as warranted in the judgment of
management or the Audit Committee. A log of all complaints, allegations, reports and investigations will
be maintained by the Legal Department in accordance with the Company’s document retention policy.
⚫ Chief Legal Officer, Yum China Holdings, Inc.

◼ Tel: 86 21 2407 7777;
◼ Fax: 86 21 2407 7898.
In addition, you may submit anonymous complaints to:
⚫ Yum China Ethics and Compliance Hotline:

◼ 400-880-1346 (China) or www.yumchina.com/compliance
◼ 1-800-241-5689 (United States)
33
Appendix IV
Third-Party Due Diligence Questionnaire
This questionnaire is designed to help Yum China Holdings, Inc. (“Yum China” or the “Company”)
conduct anti-corruption due diligence risk assessment on any proposed vendor (the “Third Party”) who
will have some form of business relationship with the Company.
In accordance with the Yum China Holdings, Inc. Code of Conduct, completion of this Questionnaire is
required before entering into any transaction, agreement, or business arrangement with a Third Party.
Please answer following questions to the best of your current knowledge; no additional research is
required.
I. Background and Identity of the Third Party
Full legal name: _________________

Registered address: _______________
Contact person: Position: _____________
Phone number: Fax number: ____________
Website: _____________________________
Type of business (Check one) Individual Corporation Partnership
II. Business Justification
Third Party Business Function (Please check one)
Accounting firm □ Supplier □
Banks □ Insurance company □
Catering □ Travel agency □
Customs agent □ Real estate agent □
Franchisee □ Consultant □
Marketing / Advertising Agency □ Landlord □
HR recruiter □ Law firm □
Joint Venture Partner □
Please describe the business function if not otherwise described above:
34
Internal Business Function Requesting a Third Party (Please check one)
Development □ Legal □
Marketing □ Finance □
Construction □ IT □
Food Safety and QA □ Human Resources □
R&D □ Supply Chain □
Investment Relationship □ Public Affairs □
Q1. Does the Third Party have the requisite skill (commercial and technical
□Yes □No
competence) for the products offered or services rendered?
If No, please explain:
Q2. Was the Third Party selected as part of a tender process? □Yes □No
Q3. Will the contract specifically describe the products received or services
□Yes □No
performed?
Q4. Does the expected compenstaion of the Third Party for its services or
products vary significantly from what is dictated by local custom or local □Yes □No
law for similar services?
If Yes, please explain:
Q5. Is the Third Party critical or difficult to replace with respect to the
□Yes □No
business need?
35
If Yes, please explain:
III. Connection with Government Officials or Entities
Q6. Are any of the shareholders, owners, employees, directors or clients of

□Yes □No
the Third Party a government official/entity?
Q7. Has the Third Party received any material benefits from a government □Yes □No
offcial/entity?
Q8. Does the Third Party lobby any government entities? □Yes □No
Q9. As part of its services or products rendered for the Company, will the
Third Party or its agents have any interactions with government □Yes □No
offcials/entities?
If your answer to any of the questions from Q6-Q9 under Section III is “Yes”, please explain:
IV. Anti-corruption Clearance
Q10. Does the Third Party have a compliance policy which covers anti-
□Yes □No
corruption laws?
Q11. Does the Third Party have anti-corruption training for its employees?
□Yes □No
Q12. Has the Third Party or any of its current

shareholders/directors/agents/affiliates or key employees ever been
suspended from doing business, charged with, convicted of or alledged to □Yes □No
have been engaged in fraud, bribery, misrepresentation, and/or other
criminal act?
36
Q13. In the past five years, has the Third Party or any of its employees or
agents ever made any offer/payment/promise of payment/authorization □Yes □No
to give any items of value to government offcials/entities?
Q14. In the past five years, has the Third Party made any commision
□Yes □No
payments or other payments to government offcials/entities or to other
companies without a written agreement or record?
Q15. In the past five years, has the Third Party made any facilitation
□Yes □No
payments?
Q16. In the past five years, has any government offcial/entity requested
□Yes □No
the Third Party make an improper payment?
Q17. Does the Third Party make any political contributions? □Yes □No
Q18. Has the Third Party ever been implicated in any government
□Yes □No
investigations or enforcement actions involving anti-corruption laws?
Q19. Has the Third Party made any disclosures regarding any possible
□Yes □No
violation of anti-corruption laws?
If your answer to any of the questions from Q12-Q19 under Section IV is “Yes”, please explain:
V. Books and Records
Q20. Does the Third Party use cash or cash equivalents? □Yes □No
Q21. Does the Third Party maintain “off the books” accounts? □Yes □No
If your answer to any of the questions from Q20 or Q21 under Section V is “Yes”, please
explain:
Q22. Does the Third Party have internal audit personnel? □Yes □No
37
Q23. Does the Third Party have internal audit procedures? □Yes □No
VI. Final questions
Q24. Has the Third Party refused to provide any information necessary to
□Yes □No
complete any part of this questionnaire?
Q25. Did you identify any red flags? □Yes □No
If yes, please explain:
Q26. Did the Third Party sign the Certification Letter as attached to this □Yes □No
questionnaire?
By signing below, I certify that I have performed such procedures and inquires as necessary to ensure
that the answers provided in this document are accurate and complete to the best of my knowledge.
Prepared by: ________________ Title: ________________

(Print your name)
Signature: __________________ Date: ________________
VII. Approval
Based on the review of answers to all the questions in this questionnaire, and any other information in
my possession, I hereby give my consent and approval of this Third Party to become Yum China’s vendor.
________________ _____________
Head of business unit Date
________________ _____________
Chief Legal Officer Date
_____________ _____________
Controller Date
38
Certification Letter
________________ (“Third Party”) acknowledges and agrees that it is the written and established policy
of Yum China Holdings, Inc. and its subsidiaries (“Yum China”) to comply fully with all applicable laws
and regulations.
The Third Party warrants and represents that it has not taken and will not take any action that would
constitute a violation, or implicate Yum China in a violation, of any law of any jurisdiction in which it
performs business, or of the United States, including without limitation, the Foreign Corrupt Practices
Act of 1977, as amended ("FCPA"), and where applicable, legislation enacted by member States and
signatories implementing the OECD on Convention Combating Bribery of Foreign Public Officials in
International Business Transactions (collectively, "Anti-Corruption Laws").
In furtherance of Yum China Anti-Corruption Policy, a copy of which has been provided, the Third Party
represents, warrants and agrees that:
1. The Third Party is neither a governmental entity nor an instrumentality of a government. If the Third
Party is or becomes a governmental entity or instrumentality of a government during the course of its
business relationship with Yum China, the Third Party shall notify Yum China immediately so that it may,
and hereby reserves the right to, take whatever precautions and actions which may be appropriate to
assure compliance with applicable Anti-Corruption Laws.
2. None of the Third Party's principals, owners, officers, directors or agents is currently a Government
Official. If any of the Third Party's principals, owners, officers, directors, or agents is or becomes a
Government Official during the term covered by this document, the Third Party shall notify Yum China
immediately so that they may, and hereby reserves the right to, take whatever precautions and actions
may be appropriate to assure compliance with applicable Anti-Corruption Laws.
3. No Government Official is associated with, or owns a significant interest, whether direct or indirect, in
the Third Party, or has a legal or beneficial interest in the proposed agreement/relationship with Yum
China, or any Payments to be made by Yum China to the Third Party under such agreement/relationship.
If a Government Official has or obtains such an interest, the Third Party shall notify Yum China
immediately so that it may, and hereby reserves the right to, take whatever precautions and actions
may be appropriate to assure compliance with applicable Anti-Corruption Laws.
For purposes of this Certification the term "Government Official" includes, without limitation, all officers
or employees of a government department, agency or instrumentality; permitting agencies; custom
officials; political party officials; candidates for political office; officials of public international
organizations (e.g., the Red Cross or the WTO); employees or affiliates of an enterprise that is owned,
sponsored or controlled by any government – such as a health care facility, bank, utility, oil company,
university or research institute; and any other position as defined by applicable Anti-Corruption Laws.
4. Neither the Third Party nor any of its principals, owners, officers, directors or agents has promised to
make, will promise to make, or will cause to be made, in connection with the proposed
agreement/relationship with Yum China, any Payments (i) to or for the use of any Government Official;
(ii) to any other person either for an advance or reimbursement, if it knows or has reason to know that
any part of such Payment will be directly or indirectly given or paid by such other person, or will
39
reimburse such other person for Payments previously made, to any Government Official; or (iii) to any
other person or entity, to obtain or keep business or to secure some other improper advantage, the
payment of which would violate applicable Anti-Corruption Laws. The Third Party shall immediately
notify Yum China of any violation or potential violation of Anti-Corruption Laws;
5. The Third Party is in possession of, current and in good standing, all permits, licenses, certifications,
regulatory and/or administrative approvals which are necessary for successful completion of the Third
Party’s obligations to Yum China. The Third Party shall immediately notify Yum China of any changes in
this regard.
6. Any compensation provided by Yum China is for the Third Party's sole benefit and relates to normal
business transactions only and will not be transferred or assigned to any other party and the Third Party
shall make no pass through Payments to other third parties.
7. The Third Party has effective controls that are sufficient to provide reasonable assurances that
violations of applicable Anti-Corruption Laws will be prevented, detected and deterred.
8. The Third Party maintains a system of internal accounting controls to ensure that all transactions are
properly authorized by management and books and records accurately and fairly reflect its assets and
transactions in reasonable detail.
9. Neither the Third Party, nor any of its principals, owners, officers, directors or agents, nor other
persons associated with, or acting on behalf of, the Third Party is subject to any sanction administered
by the Office of Foreign Assets Control of the United States Treasury Department ("U.S. Economic
Sanctions") and does not and will not make any sales or engage in business activities with or for the
benefit of, and will not use any amounts payable under the proposed agreement/relationship for the
purposes of financing the activities of, any persons and countries that are subject to U.S. Economic
Sanctions, including any "Specially Designated Nationals and Blocked Persons."
For purposes of this certification, the term “Payments” refers to anything of value, including cash, gifts,
travel expenses, entertainment, offers of employment, provision of free services and business meals. It
may also include event sponsorships, consultant contracts, fellowship support, job offers and charitable
contributions made at the request of, or for the benefit of, an individual, his or her family, or other
relations, even if made to a legitimate charity.
The Third Party agrees to comply with Yum China’s Anti-Corruption Policy. The Third Party further agrees
to cooperate in good faith in any investigation by Yum China and its auditors, attorneys and
representatives in the event of any actual or alleged violation of the Anti-Corruption Laws or the Yum
China standards of business conduct by the Third Party, its owners, directors, officers, employees and
agents. Such cooperation includes providing Yum China and its representatives prompt and complete
access to the Third Party’s records for audit and copying and to its owners, directors, officers, employees
and agents for interviews. The Third Party further agrees that if future developments cause the
representations and certifications provided herein to no longer be accurate or complete, it will promptly
send Yum China a written report detailing the causes and extent of the changes.
I confirm that I am suitably qualified and authorized by the Third Party to give the representations,
warranties and agreements contained in this document and that the same has been authorized by all
and any necessary corporate action.
40
I certify, represent and warrant that the information provided in response to this Questionnaire is true
and accurate to the best of my knowledge and belief and is the product of due inquiry.
I understand and acknowledge that any misrepresentations made in this document and any non-
compliance with the above representations will constitute grounds for termination, without
compensation, of the proposed agreement/relationship and any subsequent agreement the Third Party
may enter into with Yum China or any of its affiliated companies.
For and on behalf of
Authorized person/signature:
Printed name:
Date:
41
Appendix V
Supplier Code of Conduct

Date:
Supplier Name:
Supplier Address:
Re: Yum China Holdings, Inc. Supplier Code of Conduct
Dear Suppliers:
Yum China Holdings, Inc. (“Yum China” or the “Company”) is committed to conducting its business in an
ethical, legal and socially responsible manner. To encourage compliance with all legal requirements and
ethical business practices, Yum China has established this Supplier Code of Conduct (the “Code”) for its
suppliers.
“Supplier” means any individual, firm, corporation, partnership or other entity (including officers, directors,
partners, owners and agents of such entities) that is furnishing or is seeking to furnish or has within the last
3 years furnished or sought to furnish any goods or services to the Company.
“Service” means, but is not limited to, services of the type furnished by insurance brokers or agents,
contractors, banks, leasing companies, real estate agents and brokers, consultants, engineers, architects,
law firms, transportation companies, stock brokers, advertising agencies, artists, marketing organizations
or promotion houses, research and development organizations and utilities.
“Yum China employee family member” means any member of a Yum China employee’s family (spouse,
parent, child, brother, sister, aunt, uncle, nephew or niece) whether by blood, marriage or adoption.
This Code applies to all Suppliers of Yum China and its subsidiaries.
You’re expected also to ensure that all your employees are aware of these policies and procedures, and to
promote compliance with them. Yum China will not tolerate illegal or unethical behavior from our
employee or from Suppliers who are doing business with Yum China.
Compliance with Laws and Regulations
Suppliers are required to abide by all applicable laws, codes or regulations of the jurisdictions in which
goods or services are provided to Yum China, including, but not limited to, any national, provincial,
municipal, and local laws of the People’s Republic of China , industry standards, , and the Foreign Corrupt
Practices Act (FCPA) of the U.S.
42
Conflict of Interest
A conflict of interest occurs when a Supplier’s interests interfere in any way - or even appear to interfere –
with the interests of Yum China.
The purpose of this Code is to provide guidance concerning prohibited activities and associated policies
concerning conflicts between interests of Yum China and those of our Suppliers. It provides an overview of
the responsibilities of employees under this Code and establishes procedures for disclosure of transactions
or situations in which conflicts of interest may exist. This Code does not cover all situations or transactions
which might arise but is intended to communicate to you the terms and spirit of the Code and in particular
our expectations that our Suppliers will strictly adhere to our conflict of interest rules.
It is important to understand that participation in any activities that present or potentially present a
conflict of interest can result in the permanent termination of our working relationship, or even
criminal prosecution.
As indicated above, this Code cannot and does not purport to set forth all of the criteria, events or
circumstances as to what constitutes a prohibited conflict of interest.
The followings are examples of events that could possibly give rise to conflicts of interests, which are
strictly prohibited:
• You are not permitted to give cash, cash equivalents (gift certificates, stored value cards, etc.), gift,
favor, payment or other special benefit or treatment of any kind to Yum China employees or their
family members.
• You shall not provide remuneration for personal services to Yum China employees or their family
members.
• You shall not have a debtor-creditor or guarantor relationship at any time with Yum China employees
or their family members.
• You shall not have any direct or indirect financial, managerial, or employee-employer type relationship
with Yum China employees.
• You shall not offer stock or other proprietary interest in your company to Yum China employees or
their family members.
• You shall not provide Yum China employees or their family members any free vacation or pleasure trip
that has no business purpose, including any airfare or lodging. This prohibition applies to any
properties owned in whole or part by you or your company.
The followings are examples of events that could possibly give rise to conflicts of interests, which are
subject to advance clearance and cannot be permitted without authorization from Yum China’s Legal
Department and Internal Audit:
• Any direct or indirect financial, managerial, or employee-employer type relationship with any Yum
China employee or his/her family member.
• Any business related trip provided to a Yum China employee or his/her family member.
43
• Goods or services provided to a Yum China employee or his/her family member, even for fair value.
• Tickets to entertainment events, such as sporting events or concerts, provided to a Yum China
employee or his/her family member.
• Dinners/entertainment for a Yum China employee or his/her family member at your residence.
• Sponsor or otherwise contribute to any Yum China functions, trips, meetings, etc. by either monetary
or labor contributions, or gifts.
As a general rule, you should not engage in any activities or transactions involving Yum China or Yum China
employees which would give the appearance of impropriety.
If uncertainty remains about the appropriate action, you should discuss the situation with the Internal
Audit and / or the Legal Department of Yum China.
You must be cautious and appropriate if providing dinner or entertainment to Yum China employees. Meal
costs must be reasonable with respect to normal business practices, and hard liquor should not be
provided.
Ethical Standards
⚫ Sustainability. Suppliers must ensure compliance with industry environmental, agricultural and
animal welfare laws, regulations and standards, as applicable. Suppliers are expected to develop
appropriate environmental management systems that recognize the environmental impacts of their
specific business processes and monitor and report performance against improvement targets.
⚫ Environmental Impact. Suppliers must comply with all applicable environmental laws and
regulations on waste management and pollution control. Suppliers are expected to have systems
in place to ensure the safe handling, movement, storage, recycling, reuse and management of
waste, air emissions and wastewater discharge. Any of these activities that have the potential to
adversely impact human or environmental health should be appropriately managed, measured,
controlled and handled before the release of any substance into the environment.
⚫ No Child Labor. Suppliers must not utilize labor under the legal minimum age of employment and
must follow all child labor laws applicable to the jurisdiction(s) in which they operate.
⚫ Involuntary Labor: Suppliers shall not use any form of forced, prison, indentured or bonded labor.
All employment shall be on a voluntary basis. They shall not retain employees’ identification cards,
passports or work permits as a condition of employment.
⚫ Fair Treatment. Suppliers must treat all workers with dignity and respect. Disrespectful,
inappropriate behavior, unfair treatment or retaliation of any kind will never be tolerated. Actions
such as corporal punishment, threats of violence and/or other forms of physical, sexual,
psychological, verbal abuse and/or harassment will never be tolerated.
⚫ Non-discrimination. Suppliers must not discriminate with regard to hiring and employment
practices, including salary, benefits, advancement, discipline, termination or retirement on the
44
grounds of race, religion, age, nationality, social or ethnic origin, gender, disability, or other
characteristics protected by law.
⚫ Health and Safety. Suppliers must comply with all relevant laws and regulations on occupational
health and safety and provide workers with a safe and healthy workplace. At a minimum, Suppliers
must also ensure reasonable access to potable water, sanitary facilities, proper ventilation,
adequate lighting and fire safety. In addition, Suppliers are responsible for general emergency
preparedness and machine maintenance and evaluations in order to comply with applicable safety
standards. All relevant required permits, licenses and registrations must be obtained, maintained
and kept up-to-date and made available to Yum China upon reasonable request.
⚫ Wages and Benefits. Suppliers must contribute to all statutory social security and welfare funds in
accordance with relevant employment laws and regulations. Suppliers must comply with all
applicable wage and hour laws and regulations, including but not limited to those relating to
minimum wages, overtime, maximum hours, commissions, bonuses, and other elements of
compensation and provide legally mandated benefits.
⚫ Communication of Principles. Suppliers should take appropriate steps to ensure that the provisions
of this Code are communicated to their employees. Suppliers should have a similar procurement
policy in place for their own supply chain.
Audit and Inspection

Suppliers should conduct audits and inspections to ensure their compliance with this Code and all
applicable legal and contractual standards. In addition to any contractual rights of Yum China, any
Supplier's failure to observe this Code may subject such Supplier to disciplinary action, which could
include termination of the Supplier relationship. Failure to comply with this Code will be sufficient cause
for Yum China to exercise its right to revoke a Supplier's approved status. Yum China reserves the right,
as a condition of continuation of approval, to conduct (or have its designee conduct) periodic,
unannounced inspections of a Supplier and its facilities and business practices to verify compliance with
these standards. The business relationship with Yum China is strengthened upon full and complete
compliance with this Code and the Supplier's agreements with Yum China.
Any subcontractor retained by a Supplier must be in compliance with this Code and each Supplier is
responsible for ensuring its subcontractor’s compliance.
Application
This Code is a general statement of Yum China’s expectations with respect to our Suppliers. The Code
should not be read in lieu of but in addition to a Supplier’s obligations as set out in any agreement
between Yum China and the Supplier. In the event of a conflict between this Code and an applicable
agreement, the agreement shall prevail.
If you believe that a Yum China employee or family member or an employee of your company has violated
the policies set forth in this Code, you have a duty to raise questions and report concerns immediately.
45
You should contact the Yum China HR department head immediately. If you do not know that person, you
may contact:
⚫ Head of Internal Audit, Yum China Holdings, Inc.

◼ Tel: 86 21 2407 7777
⚫ Chief Legal Officer, Yum China Holdings, Inc.

◼ Tel: 86 21 2407 7777
⚫ Or you may call Yum China Ethics and Compliance Hotline, called “Compliance Hotline” (24 hours a
day, 7 days a week), which is an organization independent from Yum China that helps businesses
maintain high ethical standards.
◼ China 400-880-1346
◼ United States 1-800-241-5689
⚫ Or you can use Yum China web complaint channel (www.yumchina.com/compliance) to report your
concerns. We will have designated personnel to deal with your complaints.
Yum China has a strict policy against retaliation for good faith reports. No one may threaten you or take
any action against you for raising questions or reporting concerns.
Thank you for helping us maintain the highest ethical standards and promoting a fair and competitive work
environment.
Respectfully,
Joey Wat
CEO
Yum China Holdings, Inc.
----------------------------------------------------------------------------------------------------------------------------------------
I have read, understand and agree to follow the Yum China Holdings Inc. Supplier Code of Conduct.
DATE:
NAME:
SIGNED:
TITLE:
Supplier Name:
*Please acknowledge and return by registered mail.
46
Appendix VI
Yum China Guidelines on Gifts, Hospitality, Meals, Travel, Entertainment and

Other Business Interactions with Third Parties
Purpose and scope
These Guidelines, which supplement Yum China’s Code of Conduct and International Anti-Corruption
Policy, provide guidance and explanation on allowable business interactions with third parties, including
gift giving, hospitality (meals, travel, entertainment), donations, sponsorships, engagement, employment
and any other interactions with third parties by Yum China Holdings, Inc., its subsidiaries, joint ventures
and employees.
The offering of any of the above to third parties are subject to very stringent U.S., Chinese and other
laws and present significant risk to employees and the company if not strictly followed. Nothing may be
offered, provided or authorized for a third party if intended to obtain an improper advantage, and may
not be directed through an agent, consultant or other third party to avoid these Guidelines. Any request
to vary from these Guidelines must be submitted to the Chief Legal Officer and the Head of Internal
Audit who will evaluate the request.
The basic premise underlying these Guidelines is that any and all interactions with third parties must
have an appropriate business purpose that complies with U.S., Chinese and other applicable anti-
corruption laws and anti-unfair competition laws. Any related expenses must be for a legitimate
business purpose such as the promotion, demonstration or explanation of our products and business
and must be provided openly and transparently, and be adequately documented and accurately
recorded in reasonable detail.
Any reimbursement or disbursement request for items subject to these Guidelines must include the
name, title and organization of the receiving third party and a detailed description of the business
purpose.
Gifts
Modest, business appropriate gifts are only allowable when there is NO pending request, approval, bid,
contract or economic incentive pending. Gift giving must be occasional and subject to the following
restrictions:
• Maximum RMB 300 per occasion

• Maximum twice per year
Gifts are NOT allowable if Yum China has a request or approval pending or is in the process of
negotiating any business matter, including a lease, economic incentive, tax matter, etc. that either
directly or indirectly involves the receiving party. Yum China and its employees are committed to doing
business with integrity and in compliance with the highest anti-corruption standards. Under no
circumstance will a gift be given to improperly influence any act or decision to obtain or retain business,
or to secure any improper advantage.
47
Gifts should be limited to small value Brand logo items (pens, mugs, hats, etc.). Cash or cash equivalents
(gift certificates, cards, vouchers, etc.) are NOT allowed.
Gifts associated with Local Customs
In China it is customary to provide seasonal gifts during two occasions: (i) Chinese New Year and (ii)
Moon/Mid-Autumn Festival. Yum employees may promote Yum China’s products and services through
occasionally providing third parties with gifts of nominal value during such holiday seasons, provided
further that such gift giving shall never be for obtaining business nor securing any improper advantage
and that these gifts may include only consumable items such as moon cakes, food hamper and Chinese
New Year traditional food items. The maximum amount one can spend for a gift-giving occasion is RMB
300.
Hospitality
Meals
Working meals with a legitimate business or relationship-building purpose are generally allowed where
the meals are infrequent and reasonable in amount and location under the circumstances.
Travel / Entertainment
Prior to offering or providing any travel or entertainment to a third party, written approval must be
obtained from CLO and CFO or their delegate. Approval will be granted only in compliance with the
following restrictions:
• Hospitality and related activities should only be offered or provided in connection with a
legitimate business agenda and under circumstances where Yum China products or services are
being promoted, explained or demonstrated; or when Yum China related business issues are
being discussed.
• Only modest, reasonable and bona fide travel and entertainment conditions may be offered
(i.e., economy class flights and standard business hotels). Any gift associated with the travel or
entertainment is subject to the above gift limitations. Travel and lodging should be arranged by
the company using company-designated travel agencies or service providers.
• Payments should be made directly to company-designated service providers, not to the third
parties involved, and no per diem expenses will be provided in advance.
• No expenses may be offered or paid for any accompanying family members or guests.
• Entertainment venues must be business-appropriate, modest, reasonable and conducive to
business discussions. Venues such as karaoke bars, massage spas and gambling venues are
inappropriate and not permissible.
Donations
It is generally permissible to make donations to a public welfare organization or to a non-profit public

welfare institution (collectively “Charitable Organizations”) as part of a charitable effort or to promote
goodwill through government-sponsored events. Prior to offering or making any such donation, written
approval must be obtained from CLO, CFO or their designate to ensure that they are acting in accordance
with government relationship guideline. Approval will be provided only when all of the following
circumstances are met:
48
• The donation must have a legitimate business or charitable purpose.
• There is no expectation that the donation is given in exchange of any return favor from the
government (no quid pro quo).
• The donation is made directly to the Charitable Organizations, not to any individual person, and
there is no indication that the donation will be redirected to an individual’s personal use.
• Any donation is infrequent (no more than once a year) and reasonable in amount under the
circumstances.
• No donation to private charities should be made in the name of a government official.
• All funds used for donations must be documented with receipts for accurate record keeping.
• Diligence as to the legitimacy of the Charitable Organization has been conducted to ensure that
the charity is bona fide and will direct the donation to a suitable charitable activity.
Sponsorships
It is generally permissible to provide sponsorships for events or seminars organized by private groups or
government agencies. Prior to providing or offering any such sponsorship, written approval must be
obtained from the CLO and CFO or their designate. Approval will be provided only when all of the
following circumstances are met:
• The sponsorship must have a legitimate business purpose.
• There is no expectation that the sponsorship is given in exchange of any return favor from the
government (no quid pro quo).
• The sponsorship is made directly to the sponsored entity/event and will not be provided to any
individual person, and there is no indication that the sponsorship will be redirected to an
individual’s personal use.
• All funds used for sponsorship must be documented with receipts for accurate record keeping.
Engaging government officials
Prior to engaging a government official to perform services for Yum China, such as serving as a speaker
for a food safety seminar, written approval must be obtained from the CLO and CFO or their designate.
Approval will be provided only when all of the following circumstances are met:
• The services to be provided must be bona fide and have a legitimate business purpose.
• The official may not be hired or engaged to perform services which conflict with their official
duties or their own code of conduct.
• There is no expectation that the hiring is in exchange for any return favor from the government
(no quid pro quo).
• Any travel or hospitality associated with the services must be provided in conformity with the
Guidelines set forth above.
• Any and all remuneration such as travel and lodging expenses must be reasonable (taking into
account their salary, qualifications, and market rate for such services) and provided
transparently.
Documentation: Books and Records Requirements
All approvals and expenses associated with gifts, hospitality, donations and sponsorships, as well as
engagement of third parties, must be documented and must accurately and fairly reflect the
transactions. Documentation, including expense receipts and invoices, invitations, and other relevant
49
records must be submitted to and retained by the approving managers of Yum China.
Any questions regarding these Guidelines should be directed to the Legal Department or Internal Audit.
50

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SupplierCodeofConduct

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Yum China Holdings, Inc.

Product Quality & Food Safety 5

Relationship with Franchisees 6

International Anti-Corruption Policy 6

Customers, Suppliers and Competitors 7

Gifts and Entertainment 7

Receipt of Business Gifts and Entertainment 8

Safety and Environmental Protection 9

Political and Community Activities & Contributions 9

Engagement of Third Parties 10

Information on the Internet and other Electronic Communications 10

Accounts, Record Keeping and Disclosure of Financial Information 11

Protecting Confidential Information and other Yum China Property 12

Insider Trading and Proprietary Information 14

Amendments and Waiver 15

I. Yum China Code of Conduct Questionnaire 17

II. Yum China Code of Conduct Certification Statement 24

III. Yum China International Anti-Corruption Policy 26

IV. Third Party Due Diligence Questionnaire and Certification Letter 34

V. Supplier Code of Conduct 42

VI. Gift Guidelines 47

The Compliance Hotline

• Joseph Chan, Chief Legal Officer

Nothing in this Code is intended to restrict communications or actions protected or required

• Adheres to a strict food safety testing program.

• Follows rigid food handling and preparation procedures in the restaurants.

• Trains management and crews in proper food-handling procedures and personal

The responsibility for food safety is shared by everyone in our system:

RELATIONSHIP WITH FRANCHISEES

Our relationship is characterized by:

• Open communication between Yum China and its franchisees.

• An objective assessment of their performance.

INTERNATIONAL ANTI-CORRUPTION POLICY

• to deal fairly with employees;

CUSTOMERS, SUPPLIERS AND COMPETITORS

We are committed to the continuation of free enterprise. Therefore, we recognize the

• Compete vigorously and with integrity.

GIFTS AND ENTERTAINMENT

In appropriate circumstances such as the promotion, demonstration or explanation of our

RECEIPT OF BUSINESS GIFTS AND ENTERTAINMENT

Gifts (including entertainment, transportation and lodging) offered by suppliers, potential

SAFETY AND ENVIRONMENTAL PROTECTION

POLITICAL AND COMMUNITY ACTIVITIES & CONTRIBUTIONS

Yum China believes in contributing to society and encourages employees to participate in

ENGAGEMENT OF THIRD PARTIES

INFORMATION ON THE INTERNET AND OTHER ELECTRONIC COMMUNICATIONS

ACCOUNTS, RECORD KEEPING AND DISCLOSURE OF FINANCIAL INFORMATION

• Make false or misleading entries in our books.

• The unlawful manufacture, distribution, dispensing, possession, use, sale or

PROTECTING CONFIDENTIAL INFORMATION AND OTHER YUM CHINA PROPERTY

(a) Conflict of Interest Policy Applicable to Employees

(b) Conflicts of Interest Policy Applicable to Directors

• Participating in a venture where the Company has expressed or can be expected to

INSIDER TRADING AND PROPRIETARY INFORMATION

Information is considered material if it would be expected to affect a reasonable investor’s

• Any Code of Conduct violation involving an employee that is L12 or above

AMENDMENTS AND WAIVER

Yum China Code of Conduct Questionnaire

Company means Yum China Holdings, Inc. and its subsidiaries.

Governmental means any government or any department, agency, or instrumentality thereof.

Name: _______ Date: _