UNITED STATES

SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

HANWHA Q CELLS CO., LTD.
(Name of Issuer)

Ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)

83415U108

(CUSIP Number)

Hanwha Solar Holdings Co., Ltd.

Hanwha Chemical Corporation
Hanwha Corporation

Mr. Seung-Youn Kim

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu

Seoul 04541, Korea

Phone Number: (82) 2 729 2517
Attention: Mr. Moon-Seong Choi

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 15, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this  13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a 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 the 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 purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.: 83415U108

1.

Name of reporting person

Hanwha Solar Holdings Co., Ltd.

2. Check the appropriate box if a member of a group (see instructions)
(a) (b)
3. SEC use only
4.

Source of funds (see instructions)

AF, OO (1)

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6.

Citizenship or place of organization

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

7.

Sole voting power

3,910,394,778 (2)

8.

Shared voting power

0

9.

Sole dispositive power

3,910,394,778 (2)

10.

Shared dispositive power

0

11.

Aggregate amount beneficially owned by each reporting person

3,910,394,778 (2)

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.

Percent of class represented by amount in Row (11)

94.0% (3)

14.

Type of reporting person (see instructions)

CO

       

 

 

 

 

(1)The sources of funds were: (a) a loan in the principal amount of $295 million from Korea Export-Import Bank to Hanwha Chemical Corporation (“Hanwha Chemical”) on September 16, 2010, (b) the internal reserves of Hanwha Chemical, and (c) all of the issued and outstanding capital stock of a wholly-owned subsidiary of Hanwha Solar Holdings Co., Ltd. (“Hanwha”). Hanwha is a wholly-owned subsidiary of Hanwha Chemical.
(2)The number of shares beneficially owned by the Reporting Persons is comprised of the following: (a) 3,903,989,723 ordinary shares of Hanwha Q CELLS Co., Ltd. (formerly known as Hanwha SolarOne Co., Ltd.) (the “Issuer”), par value US$0.0001 per share (“Ordinary Shares”) and (b) 128,101 ADSs (representing 6,405,055 Ordinary Shares). As reported in the Issuer’s most recent annual report on Form 20-F for the fiscal year ended December 31, 2017 as filed with the Securities and Exchange Commission on April 27, 2018 (the “Annual Report”), as of March 31, 2018, Hanwha also held 20,062,348 Ordinary Shares issued to Hanwha in connection with Hanwha’s purchase of 36,455,089 Ordinary Shares of the Issuer in September 2010 pursuant to that certain Share Issuance and Repurchase Agreement, dated as of September 16, 2010, by and between the Issuer and Hanwha (the “Loaned Shares”). On July 23, 2018, the Issuer repurchased and cancelled all of such 20,062,348 Loaned Shares.
(3)Percentage of class calculated based on 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 Ordinary Shares) which have been reserved by the Issuer to allow for the participation in the ADS program by our employees pursuant to our equity incentive plans from time to time (the “Option Reserve Shares”) and (b) the 20,062,348 Loaned Shares which were repurchased and 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%.
 

 

 

 

CUSIP No.: 83415U108

1.

Name of reporting person

Hanwha Chemical Corporation

2. Check the appropriate box if a member of a group (see instructions)
(a) (b)
3. SEC use only
4.

Source of funds (see instructions)

WC, BK, OO (1)

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6.

Citizenship or place of organization

Korea

Number of

shares

beneficially

owned by

each

reporting

person

with

7.

Sole voting power

3,910,394,778 (2)

8.

Shared voting power

0

9.

Sole dispositive power

3,910,394,778 (2)

10.

Shared dispositive power

0

11.

Aggregate amount beneficially owned by each reporting person

3,910,394,778 (2)

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.

Percent of class represented by amount in Row (11)

94.0% (3)

14.

Type of reporting person (see instructions)

CO

       

 

 

 

 

(1)The sources of funds were: (a) a loan in the principal amount of $295 million from Korea Export-Import Bank to Hanwha Chemical on September 16, 2010, (b) the internal reserves of Hanwha Chemical, and (c) all of the issued and outstanding capital stock of a wholly-owned subsidiary of Hanwha, which is a wholly-owned subsidiary of Hanwha Chemical.
(2)The number of shares beneficially owned by the Reporting Persons is comprised of the following: (a) 3,903,989,723 Ordinary Shares and (b) 128,101 ADSs (representing 6,405,055 Ordinary Shares). As reported in the Annual Report, as of March 31, 2018, Hanwha also held 20,062,348 Loaned Shares. On July 23, 2018, the Issuer repurchased and cancelled all of such Loaned Shares.
(3)Percentage of class calculated based on 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%.
 

 

 

 

CUSIP No.: 83415U108

1.

Name of reporting person

Hanwha Corporation

2. Check the appropriate box if a member of a group (see instructions)
(a) (b)
3. SEC use only
4.

Source of funds (see instructions)

AF (1)

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6.

Citizenship or place of organization

Korea

Number of

shares

beneficially

owned by

each

reporting

person

with

7.

Sole voting power

3,910,394,778 (2)

8.

Shared voting power

0

9.

Sole dispositive power

3,910,394,778 (2)

10.

Shared dispositive power

0

11.

Aggregate amount beneficially owned by each reporting person

3,910,394,778 (2)

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.

Percent of class represented by amount in Row (11)

94.0% (3)

14.

Type of reporting person (see instructions)

CO

       

 

 

 

 

(1)The sources of funds were: (a) a loan in the principal amount of $295 million from Korea Export-Import Bank to Hanwha Chemical on September 16, 2010, (b) the internal reserves of Hanwha Chemical, and (c) all of the issued and outstanding capital stock of a wholly-owned subsidiary of Hanwha, which is a wholly-owned subsidiary of Hanwha Chemical.
(2)The number of shares beneficially owned by the Reporting Persons is comprised of the following: (a) 3,903,989,723 Ordinary Shares and (b) 128,101 ADSs (representing 6,405,055 Ordinary Shares). As reported in the Annual Report, as of March 31, 2018, Hanwha also held 20,062,348 Loaned Shares. On July 23, 2018, the Issuer repurchased and cancelled all of such Loaned Shares.
(3)Percentage of class calculated based on 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%.

 

 

 

 

 

CUSIP No.: 83415U108

1.

Name of reporting person

Mr. Seung-Youn Kim

2. Check the appropriate box if a member of a group (see instructions)
(a) (b)
3. SEC use only
4.

Source of funds (see instructions)

AF (1)

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6.

Citizenship or place of organization

Korea

Number of

shares

beneficially

owned by

each

reporting

person

with

7.

Sole voting power

3,910,394,778 (2)

8.

Shared voting power

0

9.

Sole dispositive power

3,910,394,778 (2)

10.

Shared dispositive power

0

11.

Aggregate amount beneficially owned by each reporting person

3,910,394,778 (2)

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.

Percent of class represented by amount in Row (11)

94.0% (3)

14.

Type of reporting person (see instructions)

IN

       

 

 

 

 

(1)The sources of funds were: (a) a loan in the principal amount of $295 million from Korea Export-Import Bank to Hanwha Chemical on September 16, 2010, (b) the internal reserves of Hanwha Chemical, and (c) all of the issued and outstanding capital stock of a wholly-owned subsidiary of Hanwha, which is a wholly-owned subsidiary of Hanwha Chemical.
(2)The number of shares beneficially owned by the Reporting Persons is comprised of the following: (a) 3,903,989,723 Ordinary Shares and (b) 128,101 ADSs (representing 6,405,055 Ordinary Shares). As reported in the Annual Report, as of March 31, 2018, Hanwha also held 20,062,348 Loaned Shares. On July 23, 2018, the Issuer repurchased and cancelled all of such Loaned Shares.
(3)Percentage of class calculated based on 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%.
 

 

 

All information in this Amendment No. 9 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. 9 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. 9 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, as further amended by Amendment No. 6 to Schedule 13D filed jointly by the Reporting Persons with the SEC on February 6, 2015, as further amended by Amendment No. 7 to Schedule 13D filed jointly by the Reporting Persons with the SEC on August 2, 2018 and as further amended by Amendment No. 8 to Schedule 13D filed jointly by the Reporting Persons with the SEC on October 15, 2018 (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.

This Amendment No. 9 to Schedule 13D is being submitted to fix a scrivener’s error in the Plan of Merger filed as Exhibit 99.13 hereto.

ITEM 2.Identity and Background

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

Schedule C referenced in Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety and replaced with Schedule C hereto, which is incorporated in this Item 2 by reference.

 

 

 

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:

Exhibit

Number

Description
Exhibit 99.1* Joint Filing Agreement, dated as of September 17, 2010, between Hanwha Solar Holdings Co., Ltd., Hanwha Chemical Corporation, Hanwha Corporation and Mr. Seung-Youn Kim.
Exhibit 99.2* Share Purchase Agreement, dated as of August 3, 2010, by and between Solarfun Power Holdings Co., Ltd. and Hanwha Chemical Corporation.
Exhibit 99.3* Share Issuance and Repurchase Agreement, dated as of September 16, 2010, by and between Solarfun Power Holdings Co., Ltd. and Hanwha Solar Holdings Co., Ltd.
Exhibit 99.4* Share Purchase Agreement, dated as of August 3, 2010, by and between Good Energies II LP and Hanwha Chemical Corporation.
Exhibit 99.5* Share Purchase Agreement, dated as of August 3, 2010, by and between Yonghua Solar Power Investment Holding Ltd. and Hanwha Chemical Corporation.
Exhibit 99.6* Shareholder Agreement, dated as of September 16, 2010, by and between Solarfun Power Holdings Co., Ltd. and Hanwha Solar Holdings Co., Ltd.
Exhibit 99.7* Assignment and Assumption Agreement, dated as of September 6, 2010, by and between Hanwha Chemical Corporation and Hanwha Solar Holdings Co., Ltd.
Exhibit 99.8# Subscription Agreement, dated as of November 9, 2010, by and between Solarfun Power Holdings Co., Ltd. and Hanwha Solar Holdings Co., Ltd.
Exhibit 99.9** Power of Attorney, dated August 17, 2012, by and between Seung-Youn Kim and Ki-Joon Hong.
Exhibit 99.10*** Share Purchase Agreement, dated as of December 8, 2014, by and among Hanwha SolarOne Co., Ltd., Hanwha Solar Holdings Co., Ltd. and Hanwha Q CELLS Investment Co., Ltd.
Exhibit 99.11‡

Amended and Restated Shareholder Agreement, dated as of December 8, 2014, by and between Hanwha SolarOne Co., Ltd. and Hanwha Solar Holdings Co., Ltd.
Exhibit 99.12‡‡ Proposal to the Issuer, dated August 2, 2018.
Exhibit 99.13‡‡‡ Plan of Merger, dated October 15, 2018.
   
*

Incorporated by reference to the exhibits to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 23, 2010.

 

#

Incorporated by reference to the exhibits to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on December 1, 2010.

 

**

Incorporated by reference to the exhibit to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on August 17, 2012.

 

***

 

Incorporated by reference to the exhibit to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on December 8, 2014.

Incorporated by reference to the exhibit to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on February 6, 2015.

 

‡‡

 

Incorporated by reference to the exhibit to the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on August 2, 2018.
‡‡‡ Filed herewith.
     

 

 

 

 

 

 

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.

Dated: October 23, 2018     HANWHA SOLAR HOLDINGS CO., LTD.
   

/s/ Sang-Heum Han

    Name:   Sang-Heum Han
    Title:   Director
Dated: October 23, 2018     HANWHA CHEMICAL CORPORATION
   

/s/ Chang-Bum Kim

    Name:   Chang-Bum Kim
    Title:   Chief Executive Officer

 

Dated: October 23, 2018     HANWHA CORPORATION
   

/s/ Kyeong-Seak Ok

    Name:   Kyeong-Seak Ok
    Title:   Chief Executive Officer
Dated: October 23, 2018    

/s/ Seung-Youn Kim

    SEUNG-YOUN KIM

 

 

 

 

 

SCHEDULE C

Directors and Executive Officers of Hanwha Corporation

 

Name and Title

Business Address

Present Principal Occupation or Employment

Country of Citizenship

Mr. Kyeong-Seak Ok,

Chief Executive Officer 

Hanwha Corporation

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul 04541, Korea

Representative Director, Explosives Division of Hanwha Corporation  Korea  

Mr. Youn-Chul Kim,

Chief Executive Officer 

Hanwha Corporation

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul 04541, Korea

Representative Director, Machinery Division of Hanwha Corporation  Korea

Mr. Min-Suhk Lee,

Chief Executive Officer 

Hanwha Corporation

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul 04541, Korea

Representative Director, Trade Division of Hanwha Corporation  Korea  

Mr. Eui-Don Hwang,

Independent Director

Hanwha Corporation

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul 04541, Korea

Former Chief of Staff, Korean Army   Korea  

Mr. Seok-Hoon Kang,

Independent Director 

Hanwha Corporation

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul 04541, Korea

Managing Partner, Yulchon Law Korea  

Mr. Chang-Lok Kim,

Independent Director 

Hanwha Corporation

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul 04541, Korea

Former Governor of Korea Development Bank Korea  

Mr. Yong-Koo Kim,

Independent Director 

Hanwha Corporation

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul 04541, Korea

Former Representative Director of Daewoo Telecom Korea  
Mr. Kwang-Hun Lee, Independent Director 

Hanwha Corporation

Hanwha Building, 86 Cheonggyecheon-ro, Jung-gu, Seoul 04541, Korea

Former Deputy Director of Hanwha General Insurance Korea  

 

EXHIBIT 99.13

EXECUTION VERSION

PLAN OF MERGER

THIS PLAN OF MERGER is made on October 15, 2018.

BETWEEN

(1)       Hanwha Solar Holdings Co., Ltd., an exempted company with limited liability incorporated under the Laws of the Cayman Islands on 25 August 2010, with its registered office situated at the offices of Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (“Parent” or the “Surviving Company”); and

(2)       Hanwha Q CELLS Co., Ltd., an exempted company incorporated under the Laws of the Cayman Islands on 12 May 2006, with its registered office situated at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company” and together with Parent, the “Constituent Companies”).

WHEREAS

(a)       Parent is the registered holder of a total of 3,910,394,778 ordinary shares with a par value of US$0.0001 each in the issued share capital of the Company (the "Ordinary Shares") representing 93.9% of the issued share capital of the Company.

(b)       Parent and the Company have agreed to merge (the “Merger”) on the terms and conditions contained in this plan of merger (the “Plan of Merger”) and under the provisions of Part XVI of the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the “Companies Law”), pursuant to which the Company will merge with and into Parent and cease to exist and Parent will continue as the surviving company in the Merger.

(c)       This Plan of Merger is made in accordance with section 233 of the Companies Law and approved pursuant to section 233(7) of the Companies Law whereby the shareholders of Parent and the Company are not required to approve this Plan of Merger by reason of the Company being a subsidiary of Parent.

WITNESSETH

CONSTITUENT COMPANIES

The constituent companies (as defined in the Companies Law) to the Merger are Parent and the Company.

NAME OF THE SURVIVING COMPANY

The surviving company (as defined in the Companies Law) shall be the Surviving Company which shall be named Hanwha Q CELLS Co., Ltd.

REGISTERED OFFICE

 

 

The Surviving Company shall have its registered office at the offices of Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

AUTHORISED AND ISSUED SHARE CAPITAL

Immediately prior to the Effective Date (as defined below) the authorized share capital of Parent was US$100,000 divided into 10,000,000 shares with a par value of US$0.01 each, of which 8,688,657 shares have been issued and fully paid.

Immediately prior to the Effective Date the authorized share capital of the Company was US$700,000 divided into 7,000,000,000 shares of a par value of US$0.0001 each, of which 4,165,088,417 shares have been issued and fully paid.

On the Effective Date, the authorized share capital of the Surviving Company shall be US$ 100,000 divided into 10,000,000 ordinary shares with a par value of US$0.01 each of which 8,688,657 shares shall be in issue credited as fully paid.

On the Effective Date:

(a)                Each share in Parent of a par value of US$0.01 in the capital of Parent issued and outstanding immediately prior to the Effective Date shall be converted into and become one validly issued, fully paid and non-assessable share with a par value of US$ 0.01 each in the share capital of the Surviving Company.

(b)               Each Ordinary Share issued and outstanding immediately prior to the Effective Date, other than Ordinary Shares held by Parent (together, the “Excluded Shares”), shall be cancelled and cease to exist in exchange for the right to receive US$0.198 in cash per Ordinary Share, or US$9.90 in cash per American depositary share of the Company, without interest.

(c)                Each Excluded Share issued and outstanding immediately prior to the Effective Date shall be cancelled and cease to exist without payment of any consideration or distribution therefor.

(d)               The rights and restrictions attaching to the shares of the Surviving Company shall be as set out in the Memorandum of Association and Articles of Association of the Surviving Company in the form attached as Appendix I to this Plan of Merger.

EFFECTIVE DATE

The Merger shall take effect on _________________, 2018 (the “Effective Date”).

PROPERTY

On the Effective Date, the rights, property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the Constituent Companies shall immediately vest in the Surviving Company which shall be liable for and subject,

 2 

 

in the same manner as the Constituent Companies, to all mortgages, charges, or security interests and all contracts, obligations, claims, debts and liabilities of each of the Constituent Companies.

MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

On the Effective Date the Memorandum of Association and Articles of Association of the Surviving Company shall be amended and restated in the form attached as Appendix I to this Plan of Merger, except that the name of the Surviving Company will be "Hanwha Q CELLS Co., Ltd.”

DIRECTORS BENEFITS

There are no amounts or benefits payable to the directors of the Constituent Companies on the Merger becoming effective.

DIRECTORS OF THE SURVIVING COMPANY

The names and addresses of the directors of the Surviving Company are as follows:

 

NAME ADDRESS

Hee Cheul Kim

 

 

Sang Hoon Kim

 

 

Jung Pyo Seo

 

 

Joo Yoon

 

 

Moon Seong Choi

 

 

86, Cheonggyecheon-ro, Jung-gu

Seoul, Republic of Korea 04541

 

888 Linyang Road, Qidong Jiangsu 226200 People’s Republic of China

 

86, Cheonggyecheon-ro, Jung-gu

Seoul, Republic of Korea 04541

 

86, Cheonggyecheon-ro, Jung-gu

Seoul, Republic of Korea 04541

 

86, Cheonggyecheon-ro, Jung-gu

Seoul, Republic of Korea 04541

SECURED CREDITORS

Parent has no secured creditors and has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

The Company has no secured creditors and has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

 3 

 

RIGHT OF TERMINATION

This Plan of Merger may be terminated or amended by the respective board of directors of each of Parent and the Company at any time prior to the Effective Date.

APPROVAL AND AUTHORIZATION

This Plan of Merger has been approved by the board of directors of each of Parent and the Company pursuant to section 233(7) of the Companies Law.

COUNTERPARTS

This Plan of Merger may be executed by facsimile and in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

GOVERNING LAW

This Plan of Merger shall be governed by and construed in accordance with the Laws of the Cayman Islands.

In witness whereof the parties hereto have caused this Plan of Merger to be executed on the day and year first above written.

 

 

Duly authorized for and on behalf of

Hanwha Solar Holdings Co., Ltd.:

/s/ Sang-Heum Han

Name: Sang-Heum Han

 

Director

 

 

Duly authorized for and on behalf of

Hanwha Q CELLS Co., Ltd.:

 

/s/ Jung Pyo Seo

Name: Jung Pyo Seo

 

Director

 

 

 4