Sidley represented Yum China Holdings, Inc. (HKEX: 9987; NYSE: YUMC) (Yum China) in the successful voluntary conversion of its secondary listing status to a primary listing status on the Main Board of the Hong Kong Stock Exchange (HKEX). The primary conversion became effective on October 24, 2022 and Yum China has become dual-primary listed on the HKEX and NYSE.
The HKEX implemented amended listing rules for overseas issuers in January 2022. The new rules clarified various routes for conversion of a secondary listing to a primary listing, and are expected to facilitate more overseas companies listing in Hong Kong. Including Yum China, Sidley has since assisted two U.S. primary and Hong Kong secondary listed issuers with obtaining the HKEX’s acknowledgement of their application for a dual-primary listing.
The Sidley team was led by Paul L. Choi, a member of Sidley’s Executive Committee and global co-leader of the firm’s M&A practice. The Hong Kong team was led by partners including Christopher Cheng, Claudia Yu, Meng Ding, and Steven Hsu. The U.S.-based team included partners Corey Perry (Employee Benefits and Executive Compensation), Matthew Johnson (Employee Benefits and Executive Compensation), and Lindsey Smith (Capital Markets).
They were supported by senior counsel Dominic Tsun, counsels Damien Yeow, Auyeung Hon, Eva Tsui, and Sara von Althann (Securities Enforcement and Regulatory), senior managing associate Christine Duque (Corporate Governance), senior compliance and regulatory manager Vanessa Slade, senior associate Kenneth Lee, and associates Jay Choy, Beryl Chan, Richard Schneider, and Hannah Ellis.
Sidley as Hong Kong and U.S. legal counsel assisted Yum China with the completion of its secondary listing in Hong Kong in September 2020, which raised net proceeds of approximately HK$17 billion (US$2.2 billion). Yum China is the only Delaware-incorporated company currently listed in Hong Kong.
Yum China is the largest restaurant company in China in terms of system sales, with over 12,000 restaurants covering over 1,700 cities primarily in China as of June 30, 2022. Its growing restaurant base consists of its flagship KFC and Pizza Hut brands, as well as emerging brands such as Little Sheep, Huang Ji Huang, Lavazza, COFFii & JOY, and Taco Bell.