Aug 2, 2018   SOURCE: PR NewsWire

Hanwha Q CELLS Announces Receipt of Preliminary Non-binding "Going Private" Proposal

SEOUL, South Korea, Aug. 2, 2018 /PRNewswire/ -- Hanwha Q CELLS Co., Ltd. ("Hanwha Q CELLS" or the "Company") (NASDAQ: HQCL), a global leading photovoltaic manufacturer of high-performance, high-quality solar modules, today announced that its board of directors (the "Board") has received a preliminary non-binding proposal letter (the "Proposal Letter"), dated August 2, 2018, from Hanwha Solar Holdings Co., Ltd. ("HSH"), a subsidiary of Hanwha Chemical Corporation incorporated in the Republic of Korea, to acquire all of the outstanding shares of the Company not already owned by HSH in a "going private" transaction (the "Proposed Transaction") for a cash consideration of US$9.00 per American Depositary Share ("ADS", each ADS representing fifty ordinary shares) or US$0.18 per ordinary share. A copy of the Proposal Letter is attached hereto as Exhibit A.

The Board intends to form a special committee consisting of independent directors to consider this proposal. The Company cautions its shareholders and others considering trading in its securities that the Board just received the the Proposal Letter and has not made any decisions with respect thereto. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

The Company does not undertake any obligation to provide any updates with respect to the Proposed Transaction or any other transaction except as required by applicable law.

About Hanwha Q CELLS

Hanwha Q CELLS Co., Ltd. (NASDAQ:HQCL) is one of the world´s largest and most recognized photovoltaic manufacturers for its high-performance, high-quality solar cells and modules. It is headquartered in Seoul, South Korea (Global Executive HQ) and Thalheim, Germany (Technology & Innovation HQ) with its diverse international manufacturing facilities in Malaysia and China. Hanwha Q CELLS offers the full spectrum of photovoltaic products, applications and solutions, from modules to kits to systems to large-scale solar power plants. Through its growing global business network spanning Europe, North America, Asia, South America, Africa and the Middle East, the company provides excellent services and long-term partnerships to its customers in the utility, commercial, governmental and residential markets. Hanwha Q CELLS is a flagship company of Hanwha Group, a FORTUNE Global 500 firm and a Top 10 business enterprise in South Korea. For more information, visit: http://www.hanwha-qcells.com.

Safe Harbor Statement

This announcement contains forward-looking statements that are not statements of historical fact. These statements constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Except as required by law, Hanwha Q CELLS does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Exhibit A

August 2, 2018

The Board of Directors
Hanwha Q CELLS Co., Ltd. (the "Company")
Hanwha Building,
86 Cheonggyecheon-ro,
Jung-gu, Seoul, Korea

Dear Sirs:

We, Hanwha Solar Holdings Co., Ltd. (the "Buyer"), are pleased to submit this preliminary non-binding proposal to the board of the directors of the Company (the "Board") to acquire all of the outstanding ordinary shares ("Shares") of the Company not already owned by us in a going-private transaction pursuant to the provisions of Part XVI of the Companies Law (as amended) of the Cayman Islands (the "Transaction"). The Buyer currently beneficially owns approximately 94.0% of the Shares of the Company.

We believe that our proposal of US$0.18 in cash per Share, or US$9.00 in cash per American Depositary Share of the Company ("ADS", each representing 50 Shares), will provide a very attractive opportunity to the Company's shareholders. This purchase price represents a premium of approximately 35.7% to the Company's closing price on August 1, 2018.

The preliminary terms and conditions upon which we are prepared to pursue the Transaction are set forth below. We are confident in our ability to consummate the Transaction as outlined in this letter.

    1. Transaction.  The Transaction will be in the form of a short-form
       statutory merger of the Company with the Buyer in accordance with 
       section 233 of the Companies Law (as amended) of the Cayman Islands.
       Pursuant to section 233(7) of the Companies Law (as amended) of the
       Cayman Islands, a short-form statutory merger refers to the merger of a
       parent company with one or more of its subsidiaries to form a single
       surviving company.
    2. Purchase Price.  Our proposed consideration payable for the Shares
       acquired in the Transaction will be US$0.18 per Share, or US$9.00 per
       ADS, in cash.
    3. Financing.  We intend to finance the Transaction with cash contributions 
       or a shareholder loan from our parent company, Hanwha Chemical
       Corporation.  We expect definitive commitments for the required funding,
       subject to terms and conditions set forth therein, to be in place when
       Definitive Agreement (as defined below) are signed. We are confident that
       we can timely secure adequate financing to consummate the Transaction.
    4. Due Diligence.  Given our existing ownership interest, our own due
       diligence will be done in an efficient manner.  We have appointed
       Citigroup Global Markets Korea Securities Limited as our financial
       advisor and Cleary Gottlieb Steen & Hamilton LLP as our U.S. legal
       counsel and Walkers as our Cayman Islands legal counsel to assist us with
       the due diligence.
    5. Definitive Agreements.  We are prepared to negotiate and finalize
       definitive agreements (the "Definitive Agreements") expeditiously. This
       proposal is subject to execution of the Definitive Agreements.  Given
       that the Transaction will be implemented in a short-form merger, we
       expect the Definitive Agreements to be straight forward.
    6. Confidentiality.   We will, as required by law, promptly file an
       amendment to our Schedule 13D to disclose this letter.  We are sure you
       will agree with us that it is in both of our interests to ensure that we
       proceed our discussions relating to the Transaction in a confidential
       manner, unless otherwise required by law, until we have executed the
       Definitive Agreements or terminated our discussions.
    7. Process.  We believe that the Transaction will provide superior value to
       the Company's shareholders as compared to remaining a publicly traded
       company.  We understand that a written merger plan will need to be
       approved by the boards of directors of the Buyer and the Company under
       section 233 of the Companies Law (as amended) of the Cayman Islands.  In
       addition, we understand that the Transaction will need to be approved by
       a majority of the independent directors of the Company under the terms of
       the Shareholder Agreement dated as of December 8, 2014 between the
       Company and the Buyer.   As such, it is our expectation that the Board
       will appoint a special committee of independent directors to consider
       this proposal and make a recommendation to the Board based on its
       independent evaluation of our proposal.  Once the Board approves the
       Transaction based on the recommendation of the independent directors of
       the Company, we expect to consummate the Transaction after delivering the
       required disclosure documents (including the written merger plan) to the
       shareholders.  In considering the proposed Transaction, you should be
       aware that we are interested only in acquiring the outstanding Shares we
       do not already own, and that we do not intend to sell our stake in the
       Company to a third party.
    8. No Binding Commitment.  This letter constitutes only a preliminary
       indication of our interest, and does not constitute any binding
       commitment with respect to the Transaction.  Such a commitment will
       result only from the execution of Definitive Agreements, and then will be
       on the terms provided in such documentation.

In closing, we would like to express our commitment to working together with you to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to speaking with you.

Sincerely,

Hanwha Solar Holdings Co., Ltd.


    By:                   /s/ Sang-Heum Han
                          -----------------

    Name                  Sang-Heum Han

    Title:                Director

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SOURCE Hanwha Q CELLS Co., Ltd.