[April 30, 2015 VIA EDGAR Division of Corporation Finance 100 F Street, N.E. Attention: Assistant Director Office 10 Re: Hanwha Q CELLS Co., Ltd. Registration Statement on Form F-3 (File No. 333-203726) Ladies and Gentlemen: Very truly yours, Dong Chul Kim Paul Hastings LLP CORRESP 1 filename1.htm]
[April 30, 2015 VIA EDGAR Division of Corporation Finance 100 F Street, N.E. Attention: Assistant Director Office 10 Re: Hanwha Q CELLS Co., Ltd. Registration Statement on Form F-3 (File No. 333-203726) Ladies and Gentlemen: Very truly yours, Dong Chul Kim Paul Hastings LLP CORRESP 1 filename1.htm]
[Subject to Completion, dated April 29, 2015 Hanwha Q CELLS Co., Ltd. (a corporation with limited liability incorporated under the laws of the Cayman Islands) Ordinary Shares Preferred Shares Debt Securities Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the terms of the securities. The supplement may] [Hanwha Q CELLS Co., Ltd. Hanwha Building 86 Cheonggyecheon-ro, Jung-gu Seoul Korea 29 April 2015 Dear Sirs Hanwha Q CELLS Co., Ltd. Company Registration Statement Prospectus ordinary shares ADSs preferred shares We have acted as Cayman Islands legal advisers to Hanwha Q CELLS Co., Ltd. (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only] [April 29, 2015 Hanwha Q CELLS Co., Ltd. Hanwha Building 86 Cheonggyecheon-ro, Jung-gu Seoul Korea Registration Statement on Form F-3 Re: Ladies and Gentlemen: Company Registration Statement Commission Securities Act Ordinary Shares Preferred Shares Debt Securities Securities Prospectus Prospectus Supplement Indenture Trustee Securities Documents As such counsel and for purposes of our opinions set forth below, we have examined originals] [Consent of Independent Registered Public Accounting Firm Shanghai, the Peoples Republic of China April 29, 2015 EX-23.1 4 d884862dex231.htm EX-23.1] [Consent of Independent Auditors Report We consent to the use of our report dated April 24, 2015, with respect to the consolidated balance sheets of Hanwha Q CELLS Investment Co., Ltd. as of December 31, 2013 and 2014 and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders equity and cash flows for the period from] [Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement on Form F-3 of Hanwha Q CELLS Co., Ltd. of our report dated March 17, 2015 relating to the financial statements of Hanwha Q Cells Malaysia SDN. BHD., which appears in such Registration Statement. We also consent to the reference to us under]
[Subject to Completion, dated April 29, 2015 Hanwha Q CELLS Co., Ltd. (a corporation with limited liability incorporated under the laws of the Cayman Islands) Ordinary Shares Preferred Shares Debt Securities Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the terms of the securities. The supplement may] [Hanwha Q CELLS Co., Ltd. Hanwha Building 86 Cheonggyecheon-ro, Jung-gu Seoul Korea 29 April 2015 Dear Sirs Hanwha Q CELLS Co., Ltd. Company Registration Statement Prospectus ordinary shares ADSs preferred shares We have acted as Cayman Islands legal advisers to Hanwha Q CELLS Co., Ltd. (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed only] [April 29, 2015 Hanwha Q CELLS Co., Ltd. Hanwha Building 86 Cheonggyecheon-ro, Jung-gu Seoul Korea Registration Statement on Form F-3 Re: Ladies and Gentlemen: Company Registration Statement Commission Securities Act Ordinary Shares Preferred Shares Debt Securities Securities Prospectus Prospectus Supplement Indenture Trustee Securities Documents As such counsel and for purposes of our opinions set forth below, we have examined originals] [Consent of Independent Registered Public Accounting Firm Shanghai, the Peoples Republic of China April 29, 2015 EX-23.1 4 d884862dex231.htm EX-23.1] [Consent of Independent Auditors Report We consent to the use of our report dated April 24, 2015, with respect to the consolidated balance sheets of Hanwha Q CELLS Investment Co., Ltd. as of December 31, 2013 and 2014 and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders equity and cash flows for the period from] [Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement on Form F-3 of Hanwha Q CELLS Co., Ltd. of our report dated March 17, 2015 relating to the financial statements of Hanwha Q Cells Malaysia SDN. BHD., which appears in such Registration Statement. We also consent to the reference to us under]
[HANWHA Q CELLS ANNOUNCES OVER 1.5 GW SOLAR MODULE SUPPLY AGREEMENT TO POWER NEXTERA ENERGY RESOURCES CONTINUED SOLAR INVESTMENTS IN THE U.S. A subsidiary of Hanwha Q CELLS Co., Ltd. agreed to supply more than 1.5 GW to NextEra Energy Resources, beginning in 4Q 2015 to power its continued solar investment across the U.S. Modules will use Hanwha] [Hanwha Q CELLS Co., Ltd. Seong Woo Nam Chairman and CEO 6-K 1 d911346d6k.htm FORM 6-K]
[HANWHA Q CELLS ANNOUNCES OVER 1.5 GW SOLAR MODULE SUPPLY AGREEMENT TO POWER NEXTERA ENERGY RESOURCES CONTINUED SOLAR INVESTMENTS IN THE U.S. A subsidiary of Hanwha Q CELLS Co., Ltd. agreed to supply more than 1.5 GW to NextEra Energy Resources, beginning in 4Q 2015 to power its continued solar investment across the U.S. Modules will use Hanwha] [Hanwha Q CELLS Co., Ltd. Seong Woo Nam Chairman and CEO 6-K 1 d911346d6k.htm FORM 6-K]
[ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 1 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3 KEY INFORMATION 1 ITEM 4 INFORMATION ON THE COMPANY 40 ITEM 4A UNRESOLVED STAFF COMMENTS 62 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 63 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 89 ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY] [Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Hanwha Q CELLS Co., Ltd. (ROC # 167472) Company TAKE NOTICE AOA) Dori King Corporate Administrator For and on behalf of Maples Corporate Services Limited Dated this 13th day of April 2015 THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED] [Form of Certificate for Ordinary Shares Hanwha Q CELLS Co., Ltd. Ordinary Shares (Incorporated under the laws of the Cayman Islands) Certificate No. [ ] Ordinary Shares [ ] US$700,000 Share Capital divided into 7,000,000,000.00 Ordinary Shares of US $0.00010 each [Name of Holder] THIS IS TO CERTIFY THAT is the registered holder of Ordinary Shares in the above-named] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 SECTION 1.01 American Depositary Shares. 3 SECTION 1.02 Commission. 3 SECTION 1.03 Company. 3 SECTION 1.04 Custodian. 3 SECTION 1.05 Deliver; Surrender. 3 SECTION 1.06 Deposit Agreement. 4 SECTION 1.07 Depositary; Corporate Trust Office. 4 SECTION 1.08 Deposited Securities. 4 SECTION 1.09 Dollars. 5 SECTION 1.10 Foreign Registrar. 5 SECTION 1.11 Owner.] [1. Hanwha SolarOne U.S.A. Inc. (USA) 2. Hanwha SolarOne Investment Holding Ltd. (BVI) 3. Hanwha SolarOne Hong Kong Limited (Hong Kong) 4. Hanwha SolarOne (Nantong) Co., Ltd. (PRC) 5. Hanwha SolarOne (Qidong) Co., Ltd. (PRC) 6. Hanwha SolarOne GmbH (Germany) 7. Hanwha Solar Canada Inc. (Canada) 8. Hanwha Solar Australia Pty Ltd. (Australia) 9. Hanwha SolarOne (Shanghai) Co., Ltd. (PRC)] [SARBANES-OXLEY ACT OF 2002 I, Seong Woo Nam, certify that: 1. I have reviewed this annual report on Form 20-F of Hanwha Q CELLS Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER SARBANES-OXLEY ACT OF 2002 I, Jung Pyo Seo, certify that: 1. I have reviewed this annual report on Form 20-F of Hanwha Q CELLS Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION SARBANES-OXLEY ACT OF 2002 Seong Woo Nam Chairman and Chief Executive Officer Jung Pyo Seo Chief Financial Officer EX-13.1 8 d881442dex131.htm EX-13.1] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statement: 1) 2) Registration Statement (Form F-3 No. 333-192049) of Hanwha Q CELLS Co., Ltd.; of our reports dated April 17, 2015, with respect to the consolidated financial statements of Hanwha Q CELLS Co., Ltd. and the effectiveness of internal control over]
[ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 1 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3 KEY INFORMATION 1 ITEM 4 INFORMATION ON THE COMPANY 40 ITEM 4A UNRESOLVED STAFF COMMENTS 62 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 63 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 89 ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY] [Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Hanwha Q CELLS Co., Ltd. (ROC # 167472) Company TAKE NOTICE AOA) Dori King Corporate Administrator For and on behalf of Maples Corporate Services Limited Dated this 13th day of April 2015 THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED] [Form of Certificate for Ordinary Shares Hanwha Q CELLS Co., Ltd. Ordinary Shares (Incorporated under the laws of the Cayman Islands) Certificate No. [ ] Ordinary Shares [ ] US$700,000 Share Capital divided into 7,000,000,000.00 Ordinary Shares of US $0.00010 each [Name of Holder] THIS IS TO CERTIFY THAT is the registered holder of Ordinary Shares in the above-named] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 SECTION 1.01 American Depositary Shares. 3 SECTION 1.02 Commission. 3 SECTION 1.03 Company. 3 SECTION 1.04 Custodian. 3 SECTION 1.05 Deliver; Surrender. 3 SECTION 1.06 Deposit Agreement. 4 SECTION 1.07 Depositary; Corporate Trust Office. 4 SECTION 1.08 Deposited Securities. 4 SECTION 1.09 Dollars. 5 SECTION 1.10 Foreign Registrar. 5 SECTION 1.11 Owner.] [1. Hanwha SolarOne U.S.A. Inc. (USA) 2. Hanwha SolarOne Investment Holding Ltd. (BVI) 3. Hanwha SolarOne Hong Kong Limited (Hong Kong) 4. Hanwha SolarOne (Nantong) Co., Ltd. (PRC) 5. Hanwha SolarOne (Qidong) Co., Ltd. (PRC) 6. Hanwha SolarOne GmbH (Germany) 7. Hanwha Solar Canada Inc. (Canada) 8. Hanwha Solar Australia Pty Ltd. (Australia) 9. Hanwha SolarOne (Shanghai) Co., Ltd. (PRC)] [SARBANES-OXLEY ACT OF 2002 I, Seong Woo Nam, certify that: 1. I have reviewed this annual report on Form 20-F of Hanwha Q CELLS Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER SARBANES-OXLEY ACT OF 2002 I, Jung Pyo Seo, certify that: 1. I have reviewed this annual report on Form 20-F of Hanwha Q CELLS Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION SARBANES-OXLEY ACT OF 2002 Seong Woo Nam Chairman and Chief Executive Officer Jung Pyo Seo Chief Financial Officer EX-13.1 8 d881442dex131.htm EX-13.1] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statement: 1) 2) Registration Statement (Form F-3 No. 333-192049) of Hanwha Q CELLS Co., Ltd.; of our reports dated April 17, 2015, with respect to the consolidated financial statements of Hanwha Q CELLS Co., Ltd. and the effectiveness of internal control over]
