United States securities and exchange commission logo

                              December 16, 2022

       Joey Wat
       Chief Executive Officer
       Yum China Holdings, Inc.
       7100 Corporate Drive
       Plano, Texas 75024

                                                        Re: Yum China Holdings,
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed February 28,
Filed October 31, 2022
                                                            File No. 1-37762

       Dear Joey Wat:

              We have reviewed your October 31, 2022 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 21, 2022 letter.

       Correspondence Filed October 31, 2022

       Item 1. Business, page 3

   1.                                                   We note your proposed
revised disclosure in response to comment 1 and reissue our
                                                        comment in part.
Provide prominent disclosure in this section about the legal and
                                                        operational risks
associated with having the majority of the company   s operations in
                                                        China. Your disclosure
should also make clear whether these risks could significantly
                                                        limit or completely
hinder your ability to offer securities to investors. Your disclosure
                                                        should address how
recent statements and regulatory actions by China   s government, such
                                                        as those related to the
use of variable interest entities and data security or anti-monopoly
                                                        concerns, have or may
impact the company   s ability to conduct its business, accept
                                                        foreign investments, or
list on a U.S. or other foreign exchange. Where you suggest
 Joey Wat
Yum ChinaLastNameJoey
           Holdings, Inc. Wat
December  NameYum
              2022 China Holdings, Inc.
Page 2    16, 2022 Page 2
FirstName LastName
         revised disclosure to indicate the value of an invest in your
securities could decline, please
         go on to state "and become worthless." In this regard, we note you
have only included a
         cross reference to your risk factors instead of including prominent
disclosure in this
         section as well.
2.       We note your revised disclosure in response to comment 2. Where you
address the
         August 26, 2022 Statement of Protocol, please further revise to state
that the PCAOB will
         be required to reassess its determinations by the end of 2022.
3.       We note your response to comment 3 and reissue our comment. The
disclosure here
         should not be qualified by materiality. Provide proposed revised
disclosure that includes a
         clear description of how cash is transferred through your
organization. Quantify in that
         disclosure any cash flows and transfers of other assets by type that
have occurred between
         the holding company and its subsidiaries, and direction of transfer.
Quantify any
         dividends or distributions that a subsidiary has made to the holding
company and which
         entity made such transfer, and their tax consequences. Similarly
quantify dividends or
         distributions made to U.S. investors, the source, and their tax
consequences. Your
         disclosure should make clear if no transfers, dividends, or
distributions have been made to
         date. Provide cross-references to the consolidated financial
4.       We note your response to comment 4 and reissue our comment in part.
Please amend
         your disclosure here and in the summary risk factors and risk factors
sections to state that,
         to the extent cash in the business is in the PRC or a PRC entity, the
funds may not be
         available for other use outside of the PRC, including for distributing
dividends to your
         investors, due to interventions in or the imposition of restrictions
and limitations on
         the ability of you or your subsidiaries by the PRC government to
transfer cash. Provide a
         cross-reference to the other discussions in this section.
5.       We note your response to comments 3 and 5 and reissue comment 5 in
part. Move the
         disclosure under the headings Regulations Relating to Dividend
         and Regulations Relating to Taxation on page 18 to a more prominent
place in this
         section. Also include disclosure addressing governmental control of
currency conversion
         and payments of foreign currency and the Chinese Renminbi out of
mainland China.
6.       We note your response to comment 6 that the company has comprehensive
         management policies in place. Summarize the policies in this section
and disclose the
         source of such policies (e.g., whether they are contractual in nature,
pursuant to
         regulations, etc.).
7.       We note your response to comment 7 and reissue our comment in part.
Please revise to
         disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer
securities to foreign
         investors. In this regard, we note that you only include a cross
reference to your risk
         factors. Explicitly state whether you or your subsidiaries are covered
by permissions
         requirements from the China Securities Regulatory Commission (CSRC) or
         Administration of China (CAC), and state affirmatively whether you
have received all
 Joey Wat
Yum China Holdings, Inc.
December 16, 2022
Page 3
      requisite permissions or approvals and whether any permissions or
approvals have been
      denied. In this regard, we note your disclosure that the company "has
obtained all
      material required approvals, other than as disclosed in [y]our Risk
Factors." This
      disclosure should not be qualified by materiality, and you should
specifically identify the
      approvals you have not received in this section. Lastly, please describe
the consequences
      to you and your investors if you or your subsidiaries: (i) do not receive
or maintain such
      permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals
      are not required, or (iii) applicable laws, regulations, or
interpretations change and you are
      required to obtain such permissions or approvals in the future.
8.    We note your response to comment 14 and reissue our comment in part.
Revise to
      identify your directors and executive officers who reside within China in
      new    Enforceability    section.
Item 1A. Risk Factors
Summary of Risk Factors, page 22

9.    We note your response to comment 8. Please further revise to clarify in
section (b) that
      rules and regulations in China can change quickly with little advance
notice and
      address the risk that the Chinese government may intervene or influence
your operations
      at any time. Disclose that such risks could result in a material change
in your operations
      and/or the value of your securities. Revise section (t) to state that
such risks could cause
      the value of your securities to significantly decline or be worthless.
Include a cross-
      reference to each relevant individual detailed risk factor.
10.   We reissue comment 10 in part. Disclose to what extent you believe that
you are
      compliant with the regulations or policies that have been issued by the
CAC to date. To
      the extent that you believe that certain permissions or approvals are not
required or
      applicable, discuss how you came to that conclusion, why that is the
case, and the basis on
      which you made that determination.
       Please contact Taylor Beech at 202-551-4515 or Mara Ransom at
202-551-3264 with any

FirstName LastNameJoey Wat
                                                             Division of
Corporation Finance
Comapany NameYum China Holdings, Inc.
                                                             Office of Trade &
December 16, 2022 Page 3
cc:       Lindsey Smith, Esq.
FirstName LastName