UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.2
to
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
COMMISSION FILE NUMBER 001-33290
JA Solar Holdings Co., Ltd.
(Exact name of Registrant as specified in its charter)
The Cayman Islands
(Jurisdiction of Incorporation or Organization)
No. 36, Jiang Chang San Road
Zhabei, Shanghai
The People’s Republic of China
(Address of Principal Executive Offices)
Ms. Anthea Chung
JA Solar Holdings Co., Ltd.
No. 36, Jiang Chang San Road
Zhabei, Shanghai
The People’s Republic of China
Tel: +86-21-60955999
Fax: +86-21-60955727
(Name, Telephone, E-mail and/or Facsimile and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12 (b) of the Act.
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Name of Each Exchange |
| Title of Each Class
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On Which Registered |
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American depositary shares, each representing
one ordinary share, par value US$0.0001 per share
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The NASDAQ Stock Market LLC |
| Ordinary shares, par value US$0.0001 per share
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The NASDAQ Stock Market LLC* |
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Not for trading but only in connection with the registration of American depositary shares |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common
stock as of the close of the period covered by the annual report.
Ordinary shares, par value US$0.0001 per share 169,976,270
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes þ No o
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in
Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing (Check one):
U.S. GAAP þ
International Financial Reporting Standards as issued by the International Accounting Standards
Board o
Other o
If “Other” has been checked in response to the previous question, indicate by check mark which
financial statement item the Registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
EXPLANATORY NOTE
The sole purpose of this Amendment No. 2 to our Annual Report on Form 20-F for the fiscal year
ended December 31, 2010, as originally filed with the Securities and Exchange Commission on April
26, 2011 and as first amended on May 25, 2011, is to revise “Item 19. — Exhibits” to indicate that
portions of Exhibit 4.3 to Exhibit 4.5 have been omitted pursuant to a request for confidential
treatment and furnish a revised Exhibit 4.3 to the Form 20-F.
Other than as expressly set forth above, this Amendment No.2 to Form 20-F does not, and does not
purport to, amend, update or restate the information in any other item of the 2010 Form 20-F, or
reflect any events that have occurred after the 2010 Form 20-F was originally filed.
ITEM 19. EXHIBITS
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4.3 |
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Investment Agreement for Solar Photovoltaic Industrial Center Project
between JA Solar Holdings Co., Ltd. and the Management Committee of
Hefei High-Tech Industrial Development Zone dated February 26, 2011.
(*Confidential treatment has been requested for certain portions
omitted from this exhibit pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended. Confidential portions of this
Exhibit have been separately filed with the Securities and Exchange
Commission.) |
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4.4 |
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Supplemental Agreement of Exhibit 4.1 and 4.2 among Jiangsu Zhongneng
Polysilicon Technology Development Co., Ltd., JingAo Solar Co., Ltd.,
JA Solar Technology Yangzhou Co., Ltd., Jiangsu GCL Silicon
Technology Development Co., Ltd, Suzhou GCL Photovoltaic Technology
Co., Ltd., Nanjing GCL Photovoltaic Power Technology Co., Ltd. and
Changzhou GCL Photovoltaic Technology Co., Ltd. dated December 2,
2010. (*Confidential treatment has been requested for certain
portions omitted from this exhibit pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. Confidential portions of
this Exhibit have been separately filed with the Securities and
Exchange Commission.) |
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4.5 |
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Supply Agreement between OCI Company Ltd. and JingAo Solar Co., Ltd.
dated March 28, 2011. (*Confidential treatment has been requested for
certain portions omitted from this exhibit pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Confidential
portions of this Exhibit have been separately filed with the
Securities and Exchange Commission.) |