[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered(1)(2) Proposed Maximum Aggregate Offering Price(3)(4) Amount of Registration Fee Ordinary shares, par value US$0.0001 per share(5) Preferred shares Debt securities Total US$500,000,000 US$58,100 (1) (2) The securities being registered also include such indeterminate number of securities as may be issued upon exercise, conversion or exchange of other] [Hanwha Q CELLS Co., Ltd. Hanwha Building 86 Cheonggyecheon-ro, Jung-gu Seoul Korea June 5, 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 originals,] [BY HANWHA CHEMICAL CORPORATION (“Guarantor”) IN FAVOUR OF GOVERNMENT OF MALAYSIA (“Lender”) CORPORATE GUARANTEE GUARANTEE THIS GUARANTEE (“Guarantee”) (1) Guarantor Hanwha Chemical Corporation, whose principal place of business is at 1 Janggyo-dong Jung-gu, Seoul 100-797 Korea, registered under 110111-0360935 with the Jurisdictional Registry Office (“ IN FAVOUR OF: (2) Lender The Government of Malaysia for this purpose being represented by] [LETTER OF GUARANTEE The Export-Import Bank of Korea Seoul, Korea Attention: Director, Corporate Finance Department III Dear Sirs: In connection with the Loan Agreement (the “Agreement”) dated December , 2014 entered into between Hanwha SolarOne Co., Ltd. as the Borrower and The Export-Import Bank of Korea as the Lender (hereinafter also referred to as “you”), we, Hanwha Chemical Corporation (the] [UARANTY G THIS GUARANTY rd HANWHA CHEMICAL CORPORATION Guarantor IN FAVOUR OF: (1) THE LENDERS (2) KDB ASIA LIMITED Agent WHEREAS; (A) Loan Agreement Borrower Lender Lenders Facility By a loan agreement (the “ (B) It is a condition precedent to the Lenders making the Facility available to Borrower that Guarantor enter into this Guaranty. NOW THIS GUARANTY WITNESSES Interpretation] [Consent of Independent Registered Public Accounting Firm Shanghai, the People’s Republic of China June 5, 2015 EX-23.1 6 d884862dex231.htm EX-23.1] [Consent of Independent Auditor’s 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 Amendment No. 1 to 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]