July 15, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Attention: | Ms. Amanda Ravitz – Assistant Director | |||
| Mr. Tom Jones – Special Counsel | ||||
| Mr. Dan Morris – Special Counsel | ||||
| Re: | Hanwha Q CELLS Co., Ltd. | |||
| Registration Statement on Form F-3 | ||||
| File No. 333-203726 | ||||
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Hanwha Q CELLS Co., Ltd. (the “Registrant”) respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of its Registration Statement on Form F-3, Registration No. 333-203726 (the “Registration Statement”), to 4:00 p.m., Eastern Time, on July 17, 2015, or as soon thereafter as practicable.
In connection with this request for acceleration, the Registrant hereby acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact the undersigned at +82-2-729-2930 (email: Jay.Seo@Hanwha-Qcells.com), or Dong Chul Kim at Paul Hastings LLP, counsel to the Registrant, at +82-2-6321-3803 (email: dongchulkim@paulhastings.com) for any questions.
| Sincerely, | ||
| Hanwha Q CELLS Co., Ltd. | ||
| By: | /s/ Jung Pyo Seo | |
| Jung Pyo Seo | ||
| Director and Chief Financial Officer | ||