[June 5, 2015 VIA EDGAR TRANSMISSION Division of Corporation Finance 100 F Street NE Melissa Raminpour Re: AMC Entertainment Holdings, Inc. Form 10-K for Year Ended December 31, 2014 Filed March 10, 2015 (File No. 001-33892) Dear Ms. Raminpour: Form 10-K We are submitting the following responses to the Staffs comments made in its letter of June 1, 2015 addressed]
[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 Peoples Republic of China June 5, 2015 EX-23.1 6 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 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]
[reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 subject to the liabilities of]
[June 5, 2015 VIA EDGAR TRANSMISSION Division of Corporation Finance 100 F Street NE Melissa Raminpour Re: AMC Entertainment Holdings, Inc. Form 10-K for Year Ended December 31, 2014 Filed March 10, 2015 (File No. 001-33892) Dear Ms. Raminpour: Form 10-K We are submitting the following responses to the Staffs comments made in its letter of June 1, 2015 addressed]
[SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT Agreement Schedule I Seller Sellers Schedule II Purchaser Purchasers WHEREAS Common Shares Company ADSs Schedule III Purchased Common Shares Purchased ADSs Purchased Securities Securities Act WHEREAS Company Sale Registration Rights Agreement NOW, THEREFORE ARTICLE I PURCHASE AND SALE OF THE PURCHASED SHARES 1.1 Purchase and Sale of Purchased Shares. Schedule III Schedule III Purchase] [CUSIP No. 26853A100 1. NAMES OF REPORTING PERSONS: Andrew C. Taylor 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): ¨ ¨ a. 3. SEC USE ONLY: 4. SOURCE OF FUNDS (See Instructions): OO 5. ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER:]
[reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 subject to the liabilities of]
[EXECUTION VERSION AMC ENTERTAINMENT INC. AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE 5.75% SENIOR SUBORDINATED NOTES DUE 2025 INDENTURE DATED AS OF JUNE 5, 2015 TABLE OF CONTENTS Page ARTICLE I Definitions and Incorporation by Reference 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 19 Section 1.03. Incorporation by Reference of Trust Indenture Act 19 Section 1.04. Rules of] [EXECUTION VERSION AMC ENTERTAINMENT INC. 5.75% Senior Subordinated Notes due 2025 REGISTRATION RIGHTS AGREEMENT June 5, 2015 Citigroup Global Markets Inc. 388 Greenwich Street As Representative of the Initial Purchasers Ladies and Gentlemen: Company Initial Purchasers Representative Securities Purchase Agreement Initial Placement AMC Entertainment Inc., a corporation organized under the laws of Delaware (the 1. Definitions . Capitalized terms] []
[SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT Agreement Schedule I Seller Sellers Schedule II Purchaser Purchasers WHEREAS Common Shares Company ADSs Schedule III Purchased Common Shares Purchased ADSs Purchased Securities Securities Act WHEREAS Company Sale Registration Rights Agreement NOW, THEREFORE ARTICLE I PURCHASE AND SALE OF THE PURCHASED SHARES 1.1 Purchase and Sale of Purchased Shares. Schedule III Schedule III Purchase] [CUSIP No. 26853A100 1. NAMES OF REPORTING PERSONS: Andrew C. Taylor 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): ¨ ¨ a. 3. SEC USE ONLY: 4. SOURCE OF FUNDS (See Instructions): OO 5. ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER:]
[CMGE Reports First Quarter 2015 Unaudited Financial Results HONG KONG, June 5, 2015 China Mobile Games and Entertainment Group Limited (We, CMGE or the Company) (Nasdaq: CMGE), the largest publisher and a leading developer of mobile games in China, today reported its unaudited financial results for the first quarter ended March 31, 2015. First Quarter 2015 Financial Highlights ] [China Mobile Games and Entertainment Group Limited Ken Fei Fu Chang Director and Chief Financial Officer Description Press Release 6-K 1 d936857d6k.htm FORM 6-K]
[EXECUTION VERSION AMC ENTERTAINMENT INC. AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE 5.75% SENIOR SUBORDINATED NOTES DUE 2025 INDENTURE DATED AS OF JUNE 5, 2015 TABLE OF CONTENTS Page ARTICLE I Definitions and Incorporation by Reference 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 19 Section 1.03. Incorporation by Reference of Trust Indenture Act 19 Section 1.04. Rules of] [EXECUTION VERSION AMC ENTERTAINMENT INC. 5.75% Senior Subordinated Notes due 2025 REGISTRATION RIGHTS AGREEMENT June 5, 2015 Citigroup Global Markets Inc. 388 Greenwich Street As Representative of the Initial Purchasers Ladies and Gentlemen: Company Initial Purchasers Representative Securities Purchase Agreement Initial Placement AMC Entertainment Inc., a corporation organized under the laws of Delaware (the 1. Definitions . Capitalized terms] []
