UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


    DIVISION OF
CORPORATION FINANCE


                                                               October 30, 2018



  Hee-Cheul Kim
  Chief Executive Officer
  Hanwha Q CELLS Co., Ltd.
  Hanwha Building, 86 Cheonggyecheon-ro
  Jung-gu, Seoul, Korea

          Re:     Hanwha Q CELLS Co., Ltd.
                  Schedule 13E-3
                  Filed on October 23, 2018 by Hanwha Q CELLS Co., Ltd., et al.
                  File No. 005-82557

  Dear Mr. Kim,

          We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so that we may better
understand the
  disclosure.

         Please respond to this letter by amending the filing and/or by
providing the requested
  information. After reviewing any amendment to the filing and any information
provided in
  response to these comments, we may have additional comments.

         If you do not believe our comments apply to your facts and
circumstances, and/or do not
  believe an amendment is appropriate, please tell us why in a written
response.

  Schedule 13E-3

  Collective Position of the Filing Persons as to the Fairness of the Merger,
page 6

  1. The discussion only addresses fairness of the transaction to the "Public
Shareholders."
     Please conform the disclosure here and throughout the disclosure document
to the standards
     codified in Item 1014(a) of Regulation M-A by revising or supplementing
this statement to
     make clear that the fairness determination is directed, as required, at
unaffiliated security
     holders. Refer also to Rule 13e-3(a)(4) which defines the term
"unaffiliated security holder."
  2. Please revise to indicate, if true, that a specific going concern book
value was not calculated
     or considered by the Filing Persons in making their respective fairness
determinations. Refer
     to Instruction 2(iv) of Item 1014 of Regulation M-A and Questions and
Answers 20-21 in
     Exchange Act Release 17719 (April 13, 1981).
 Mr. Hee-Cheul Kim
Hanwha Q CELLS Co., Ltd.
October 30, 2018
Page 2

Reasons, page 16

3. The Filing Persons anticipate going private will result in direct cost
savings of approximately
   $2,200,000 per year. Please revise here or elsewhere in the filing to
indicate explicitly, if
   true, which affiliates will become the direct beneficiaries of the cost
savings associated with
   Hanwha's no longer having to comply with the federal securities laws and
otherwise
   remaining a publicly held issuer. See Instruction 2 to Item 1013(d) of
Regulation M-A.
4. Hanwha suffered a net operating loss in 2017. Please specify the
constituency, if any,
   expected to become the beneficiary of the Hanwha's and/or its successor's
future use of any
   net operating loss carryforwards, if any. Please quantify that benefit to
the extent practicable.
   See Instruction 2 to Item 1013(d) of Regulation M-A.
Factors Considered in Determining Fairness, page 23
5. Advise us, with a view towards revised disclosure, how compliance with Item
1014(e) of
   Regulation M-A regarding the approval of transaction by a majority of
directors not
   employed by Hanwha has been effectuated. Please note that an affirmative
response to this
   disclosure requirement must be provided, even if the response is in the
negative. Refer to
   General Instruction E of Schedule 13E-3.
Exhibit 99(c)(3)

6. We noticed the disclaimer wherein it appears the financial advisor obligated
the Special
   Committee to whom the presentation was "solely" provided to obtain the
financial advisor's
   prior written consent before making public release of the information.
Similar language
   regarding the necessity of obtaining Houlihan Lokey's prior written consent
appears on page
   30 of the information statement. Please revise the disclosure statement to
be mailed to
   shareholders to state, if true, that the financial advisor has consented to
the use of its
   disclosure content   including that which has been filed as separate
exhibits  by the Filing
   Persons for purposes of public disclosure in the Schedule 13E-3.
Alternatively, provide the
   disclosures recommended by the Division of Corporation Finance accessible
via the link
   below as being necessary to clarify security holders' right to rely on such
materials.
   http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm


        We remind you that the Filing Persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 Mr. Hee-Cheul Kim
Hanwha Q CELLS Co., Ltd.
October 30, 2018
Page 3

       You may contact me at (202) 551-3266 with any questions.


                                                       Sincerely,

                                                       /s/ Nicholas P. Panos

                                                       Nicholas P. Panos
                                                       Senior Special Counsel
                                                       Office of Mergers &
Acquisitions

cc: H. Young Shin
Skadden, Arps, Slate, Meagher & Flom LLP
Sang Jin Han
Cleary Gottlieb Steen & Hamilton LLP