CBPO [China Biologic Products] 424B5: PROSPECTUS SUPPLEMENT Page
[PROSPECTUS SUPPLEMENT Page]
[PROSPECTUS SUPPLEMENT Page]
[June 5, 2015 VIA EDGAR Division of Corporation Finance 100 F Street, NE Attention: Ms. Amanda Ravitz Assistant Director Ms. Kristin Lochhead Reviewing Accountant Mr. Gary Todd Reviewing Accountant Mr. Tom Jones Special Counsel Mr. Dan Morris Special Counsel Re: Hanwha Q CELLS Co., Ltd. Registration Statement on Form F-3 Filed April 29, 2015 File]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Amount To] [June 5, 2015 China Biologic Products, Inc. Re: Registration Statement on Form S-3 Ladies and Gentlemen: Registration Statement Company Commission Act At your request, we have examined the Registration Statement on Form S-3ASR (the “ Common Stock Preferred Stock Units Company Securities Selling Stockholder Selling Stockholder Securities Securities Prospectus Prospectus Supplement The Securities are to be sold from time to] [China Biologic Products, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year ended December 31, Three months 2010 2011 2012 2013 2014 2015 Fixed charges: Interest expensed and capitalized $ 1,087,290 $ 1,147,315 $ 1,249,982 $ 1,114,851 $ 3,677,703 $ 751,810 Amortized premiums, discounts and capitalized expenses related to indebtedness 1,578,014 3,503,766 - - - - Estimation of the] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Hong Kong, China June 5, 2015]
[June 5, 2015 VIA EDGAR Division of Corporation Finance 100 F Street, NE Attention: Ms. Amanda Ravitz Assistant Director Ms. Kristin Lochhead Reviewing Accountant Mr. Gary Todd Reviewing Accountant Mr. Tom Jones Special Counsel Mr. Dan Morris Special Counsel Re: Hanwha Q CELLS Co., Ltd. Registration Statement on Form F-3 Filed April 29, 2015 File]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Amount To] [June 5, 2015 China Biologic Products, Inc. Re: Registration Statement on Form S-3 Ladies and Gentlemen: Registration Statement Company Commission Act At your request, we have examined the Registration Statement on Form S-3ASR (the “ Common Stock Preferred Stock Units Company Securities Selling Stockholder Selling Stockholder Securities Securities Prospectus Prospectus Supplement The Securities are to be sold from time to] [China Biologic Products, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year ended December 31, Three months 2010 2011 2012 2013 2014 2015 Fixed charges: Interest expensed and capitalized $ 1,087,290 $ 1,147,315 $ 1,249,982 $ 1,114,851 $ 3,677,703 $ 751,810 Amortized premiums, discounts and capitalized expenses related to indebtedness 1,578,014 3,503,766 - - - - Estimation of the] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Hong Kong, China June 5, 2015]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered(1)(2) Proposed Maximum Aggregate Offering Price(3)(4) Amount of Registration Fee Ordinary shares, par value US$0.0001 per share(5) Preferred shares Debt securities Total US$500,000,000 US$58,100 (1) (2) The securities being registered also include such indeterminate number of securities as may be issued upon exercise, conversion or exchange of other] [Hanwha Q CELLS Co., Ltd. Hanwha Building 86 Cheonggyecheon-ro, Jung-gu Seoul Korea June 5, 2015 Dear Sirs Hanwha Q CELLS Co., Ltd. Company Registration Statement Prospectus ordinary shares ADSs preferred shares We have acted as Cayman Islands legal advisers to Hanwha Q CELLS Co., Ltd. (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed originals,] [BY HANWHA CHEMICAL CORPORATION (Guarantor) IN FAVOUR OF GOVERNMENT OF MALAYSIA (Lender) CORPORATE GUARANTEE GUARANTEE THIS GUARANTEE (Guarantee) (1) Guarantor Hanwha Chemical Corporation, whose principal place of business is at 1 Janggyo-dong Jung-gu, Seoul 100-797 Korea, registered under 110111-0360935 with the Jurisdictional Registry Office ( IN FAVOUR OF: (2) Lender The Government of Malaysia for this purpose being represented by] [LETTER OF GUARANTEE The Export-Import Bank of Korea Seoul, Korea Attention: Director, Corporate Finance Department III Dear Sirs: In connection with the Loan Agreement (the Agreement) dated December , 2014 entered into between Hanwha SolarOne Co., Ltd. as the Borrower and The Export-Import Bank of Korea as the Lender (hereinafter also referred to as you), we, Hanwha Chemical Corporation (the] [UARANTY G THIS GUARANTY rd HANWHA CHEMICAL CORPORATION Guarantor IN FAVOUR OF: (1) THE LENDERS (2) KDB ASIA LIMITED Agent WHEREAS; (A) Loan Agreement Borrower Lender Lenders Facility By a loan agreement (the (B) It is a condition precedent to the Lenders making the Facility available to Borrower that Guarantor enter into this Guaranty. NOW THIS GUARANTY WITNESSES Interpretation] [Consent of Independent Registered Public Accounting Firm Shanghai, the Peoples Republic of China June 5, 2015 EX-23.1 6 d884862dex231.htm EX-23.1] [Consent of Independent Auditors Report We consent to the use of our report dated April 24, 2015, with respect to the consolidated balance sheets of Hanwha Q CELLS Investment Co., Ltd. as of December 31, 2013 and 2014 and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders equity and cash flows for the period from] [Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement on Amendment No. 1 to Form F-3 of Hanwha Q CELLS Co., Ltd. of our report dated March 17, 2015 relating to the financial statements of Hanwha Q Cells Malaysia SDN. BHD., which appears in such Registration Statement. We also consent to the]
[June 5, 2015 VIA EDGAR TRANSMISSION Division of Corporation Finance 100 F Street NE Melissa Raminpour Re: AMC Entertainment Holdings, Inc. Form 10-K for Year Ended December 31, 2014 Filed March 10, 2015 (File No. 001-33892) Dear Ms. Raminpour: Form 10-K We are submitting the following responses to the Staffs comments made in its letter of June 1, 2015 addressed]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered(1)(2) Proposed Maximum Aggregate Offering Price(3)(4) Amount of Registration Fee Ordinary shares, par value US$0.0001 per share(5) Preferred shares Debt securities Total US$500,000,000 US$58,100 (1) (2) The securities being registered also include such indeterminate number of securities as may be issued upon exercise, conversion or exchange of other] [Hanwha Q CELLS Co., Ltd. Hanwha Building 86 Cheonggyecheon-ro, Jung-gu Seoul Korea June 5, 2015 Dear Sirs Hanwha Q CELLS Co., Ltd. Company Registration Statement Prospectus ordinary shares ADSs preferred shares We have acted as Cayman Islands legal advisers to Hanwha Q CELLS Co., Ltd. (the 1 Documents Reviewed For the purposes of this opinion, we have reviewed originals,] [BY HANWHA CHEMICAL CORPORATION (Guarantor) IN FAVOUR OF GOVERNMENT OF MALAYSIA (Lender) CORPORATE GUARANTEE GUARANTEE THIS GUARANTEE (Guarantee) (1) Guarantor Hanwha Chemical Corporation, whose principal place of business is at 1 Janggyo-dong Jung-gu, Seoul 100-797 Korea, registered under 110111-0360935 with the Jurisdictional Registry Office ( IN FAVOUR OF: (2) Lender The Government of Malaysia for this purpose being represented by] [LETTER OF GUARANTEE The Export-Import Bank of Korea Seoul, Korea Attention: Director, Corporate Finance Department III Dear Sirs: In connection with the Loan Agreement (the Agreement) dated December , 2014 entered into between Hanwha SolarOne Co., Ltd. as the Borrower and The Export-Import Bank of Korea as the Lender (hereinafter also referred to as you), we, Hanwha Chemical Corporation (the] [UARANTY G THIS GUARANTY rd HANWHA CHEMICAL CORPORATION Guarantor IN FAVOUR OF: (1) THE LENDERS (2) KDB ASIA LIMITED Agent WHEREAS; (A) Loan Agreement Borrower Lender Lenders Facility By a loan agreement (the (B) It is a condition precedent to the Lenders making the Facility available to Borrower that Guarantor enter into this Guaranty. NOW THIS GUARANTY WITNESSES Interpretation] [Consent of Independent Registered Public Accounting Firm Shanghai, the Peoples Republic of China June 5, 2015 EX-23.1 6 d884862dex231.htm EX-23.1] [Consent of Independent Auditors Report We consent to the use of our report dated April 24, 2015, with respect to the consolidated balance sheets of Hanwha Q CELLS Investment Co., Ltd. as of December 31, 2013 and 2014 and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders equity and cash flows for the period from] [Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement on Amendment No. 1 to Form F-3 of Hanwha Q CELLS Co., Ltd. of our report dated March 17, 2015 relating to the financial statements of Hanwha Q Cells Malaysia SDN. BHD., which appears in such Registration Statement. We also consent to the]
[June 5, 2015 VIA EDGAR TRANSMISSION Division of Corporation Finance 100 F Street NE Melissa Raminpour Re: AMC Entertainment Holdings, Inc. Form 10-K for Year Ended December 31, 2014 Filed March 10, 2015 (File No. 001-33892) Dear Ms. Raminpour: Form 10-K We are submitting the following responses to the Staffs comments made in its letter of June 1, 2015 addressed]
[SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT Agreement Schedule I Seller Sellers Schedule II Purchaser Purchasers WHEREAS Common Shares Company ADSs Schedule III Purchased Common Shares Purchased ADSs Purchased Securities Securities Act WHEREAS Company Sale Registration Rights Agreement NOW, THEREFORE ARTICLE I PURCHASE AND SALE OF THE PURCHASED SHARES 1.1 Purchase and Sale of Purchased Shares. Schedule III Schedule III Purchase] [CUSIP No. 26853A100 1. NAMES OF REPORTING PERSONS: Andrew C. Taylor 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): ¨ ¨ a. 3. SEC USE ONLY: 4. SOURCE OF FUNDS (See Instructions): OO 5. ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER:]