HQCL Hanwha Q Cells Co., Ltd. ADS, Each Representing Five Ordinary Shares

CUSIP No.: 83415U108

CUSIP No.: 83415U108

CUSIP No.: 83415U108

CUSIP No.: 83415U108

All information in this Amendment No. 7 to Schedule 13D is being supplied solely by the Reporting Persons and only the Reporting Persons shall be deemed responsible for the accuracy of such information. This Amendment No. 7 to Schedule 13D is being filed by Hanwha Solar Holdings Co., Ltd., Hanwha Chemical Corporation, Hanwha Corporation and Mr. Seung-Youn Kim pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D as filed jointly by Hanwha Solar Holdings Co., Ltd., Hanwha Chemical Corporation, Hanwha Corporation and Mr. Seung-Youn Kim with the Securities and Exchange Commission (the “SEC”) on September 23, 2010, as amended by Amendment No. 1 to Schedule 13D filed jointly by the Reporting Persons with the SEC on December 1, 2010, as further amended by Amendment No. 2 to Schedule 13D filed jointly by the Reporting Persons with the SEC on July 1, 2011, as further amended by Amendment No. 3 to Schedule 13D filed jointly by the Reporting Persons with the SEC on August 17, 2012, as further amended by Amendment No. 4 to Schedule 13D filed jointly by the Reporting Persons with the SEC on April 22, 2013, as further amended by Amendment No. 5 to Schedule 13D filed jointly by the Reporting Persons with the SEC on December 8, 2014 and as further amended by Amendment No. 6 to Schedule 13D filed jointly by the Reporting Persons with the SEC on February 6, 2015 (as so amended, the “Initial Schedule 13D”). Unless set forth below, all previous Items set forth in the Initial Schedule 13D are unchanged. All capitalized terms used herein that are not defined herein have the meanings for such terms set forth in the Initial Schedule 13D.

The disclosure in Item 1 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

The securities to which this Schedule 13D relates are the ordinary shares, par value US$0.0001 per share (“Ordinary Shares”) and American Depositary Shares, each representing five Ordinary Shares (“ADSs”), of Hanwha Q Cells Co., Ltd., a company organized under the laws of the Cayman Islands (the “Issuer”). The principal executive offices of the Issuer are located at Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul, Korea.

The disclosure in Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

Schedule A, Schedule B and Schedule C referenced in Item 2 of the Initial Schedule 13D are hereby amended and restated in their entireties and replaced with Schedule A, Schedule B and Schedule C hereto, respectively, which are incorporated in this Item 2 by reference.

The last sentence of the paragraph under the heading “Hanwha Corporation” of Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

Hanwha Corporation together with its affiliates hold approximately 36.30% of the outstanding common/voting shares of Hanwha Chemical.

The last sentence of the paragraph under the heading “Mr. Seung-Youn Kim” of Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

Mr. Seung-Youn Kim together with its affiliates hold approximately 36.07% of the outstanding common/voting shares of Hanwha Corporation.

The disclosure in Item 4 of the Initial Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On August 2, 2018, Hanwha Solar Holdings Co., Ltd. (the “Buyer”) submitted a non-binding proposal (the “Proposal”) to the board of directors of the Issuer in connection with the proposed acquisition of all of the Publicly Held Shares in a short-form statutory merger of the Issuer with the Buyer in accordance with the Cayman Islands law for cash consideration equal to US$0.18 per Share, or US$9.00 per American Depositary Share (the “Proposed Transaction”). The Buyer also stated in the Proposal that they are interested only in acquiring the Publicly Held Shares, and that they do not intend to sell their stake in the Issuer to a third party.

The Proposal is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements mutually acceptable in form and substance to the Issuer and the Buyer. Neither the Issuer nor the Buyer is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

If the Proposed Transaction is completed, the Shares would be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the Exchange Act would terminate. In addition, consummation of the Proposed Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the merger), and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.

Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)—(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated above.

The description of the Proposal in this Item 4 is qualified in its entirety by reference to the complete text of the Proposal, which has been filed as Exhibit 99.1 to this statement and which is incorporated herein by reference in its entirety.

ITEM 5. Interest in Securities of the Issuer.

The disclosure in Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

(a)      As of the date hereof, Hanwha beneficially owns 3,910,394,778 Ordinary Shares, which includes (i) 3,903,989,723 Ordinary Shares and (ii) 128,101 ADSs (representing 6,405,050 Ordinary Shares) representing approximately 94.0% of all of the issued and outstanding Ordinary Shares. Hanwha is a wholly-owned subsidiary of Hanwha Chemical and Hanwha Chemical may therefore be deemed to be the beneficial owner of the 3,910,394,778 Ordinary Shares owned by Hanwha. Hanwha Corporation together with its affiliates hold approximately 36.30% of the issued and outstanding shares of Hanwha Chemical and Hanwha Corporation may therefore be deemed to be the beneficial owner of the 3,910,394,778 Ordinary Shares owned by Hanwha. Mr. Seung-Youn Kim, a representative director and executive officer of Hanwha Chemical and Hanwha Corporation, together with his affiliates hold approximately 36.07% of the issued and outstanding shares of Hanwha Corporation and Mr. Seung-Youn Kim may therefore be deemed to be the beneficial owner of the 3,910,394,778 Ordinary Shares owned by Hanwha.

For purposes of this Schedule 13D, the Reporting Persons based the number of outstanding Ordinary Shares on an aggregate of 4,162,038,802 Ordinary Shares outstanding as of March 31, 2018 as reported in the Annual Report. This number excluded (a) the 10,136 ADSs (representing 506,800 Option Reserve Shares) and (b) the 20,062,348 Loaned Shares which were cancelled by the Issuer on July 23, 2018 and no longer outstanding. According to the Annual Report, the Issuer excluded those shares from the number of Ordinary Share equivalents deemed outstanding and stated that as it did not believe that they will increase the number of Ordinary Shares considered outstanding for the purpose of calculating beneficial ownership. Accordingly, the Reporting Persons have excluded the Option Reserve Shares from the number of outstanding Ordinary Shares for purposes of calculating and reporting the Reporting Persons’ beneficial ownership in this Schedule 13D. The Issuer’s total outstanding Ordinary Shares would have been 4,162,545,602 if the 506,800 Option Reserve Shares were included in the calculation of beneficial ownership. Inclusion or exclusion of the Option Reserve Shares would not materially change the Reporting Persons’ beneficial ownership percentage. In the case of inclusion of the Option Reserve Shares for purposes of calculating beneficial ownership, the Reporting Persons’ beneficial ownership percentage would be approximately 93.9%.

(b)        Hanwha Solar Holdings Co., Ltd.:

Hanwha Chemical Corporation:

Hanwha Corporation:

Seung-Youn Kim:

(c)       The information in Item 4 above is incorporated herein by reference.

(d)       Not applicable.

(e)       Not applicable.

ITEM 7. Material to Be Filed as Exhibits.

The disclosure in Item 7 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE A

Directors and Executive Officers of Hanwha Solar Holdings Co., Ltd.

SCHEDULE B

Directors and Executive Officers of Hanwha Chemical Corporation

SCHEDULE C

Directors and Executive Officers of Hanwha Corporation