UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment No. 3
 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)
 
  Name of Each ExchangeTitle of Each Class
    
    On Which RegisteredAmerican depositary shares, each representing one 
ordinary share, par value US$0.0001 per share
    
    The NASDAQ Stock Market LLCOrdinary shares, par value US$0.0001 per share
    
    The NASDAQ Stock Market LLC*
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    Not for trading but only in connection with the registration of American depositary shares  
  
  Ordinary shares, par value US$0.0001 per share
    
    169,976,270
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  Large accelerated filer þ
    
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    Non-accelerated filer o
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EXPLANATORY NOTE
  
    
    revising Item 3.D  Key Information  Risk Factors  Risks Related to Our Business
and Our Industry  Our ability to adjust our raw materials costs may be limited as a
result of our entering into long-term supply agreements with many of our polysilicon and
silicon wafer suppliers, and it may be difficult for us to respond in a timely manner to
rapidly changing market conditions, which could materially and adversely affect our cost of
revenues and profitability to expand the disclosure of risks in relation to certain
long-term polysilicon and silicon wafer supply agreements of the Company due to the
volatility of polysilicon prices in the spot market and the Companys prepayment
obligations under these agreements.




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ITEM 3.
    
    KEY INFORMATION
 D. RISK FACTORS
 Risks Related to Our Business and Industry
 Our ability to adjust our raw materials costs may be limited as a result of our entering into
long-term supply agreements with many of our polysilicon and silicon wafer suppliers, and it may be
difficult for us to respond in a timely manner to rapidly changing market conditions, which could
materially and adversely affect our cost of revenues and profitability.
   
 ITEM 19.
    
    EXHIBITS
 1.1
    **
    
    Second Amended and Restated Memorandum and Articles of Association
of the Registrant (incorporated by reference to Exhibit 3.1 from
our registration statement on Form F-1 (File No. 333-140002), as
amended, initially filed with the Security and Exchange Commission
on January 16, 2007.)2.1
    **
    
    Form of Indenture (incorporated by reference to Exhibit 4.4 from
our registration statement on Form F-3ASR, initially filed with the
SEC on May 12, 2008.)2.2
    **
    
    Form of First Supplemental Indenture between The Bank of New York
as trustee and JA Solar (incorporated by reference to Exhibit 4.1
on Form 6-K initially filed with the SEC on May 20, 2008).




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4.1
    **
    
    Silicon Wafer Supply Agreement between JingAo Solar Co., Ltd. and
Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.
dated as of April 7, 2008 (incorporated by reference to Exhibit
4.14 from our Form 20-F, initially filed with the Security and
Exchange Commission on May 9, 2008.)4.2
    **
    
    The Polysilicon Supply Contract between JA Solar Technology
Yangzhou Co., Ltd. and Jiangsu Zhongneng Polysilicon Technology
Development Co., Ltd., dated August 17, 2008 (incorporated by
reference to Exhibit 4.14 from our Form 20-F, initially filed with
the Security and Exchange Commission on June 25, 2009.)4.3
    **
    
    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. (incorporated by reference to Exhibit 4.3 from
our Amendment No. 2 to Form 20-F, filed with the Security and
Exchange Commission on June 15, 2011)4.4
    **
    
    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. (incorporated by reference to Exhibit
4.4 from our Form 20-F, filed with the Security and Exchange
Commission on April 26, 2011)4.5
    **
    
    Supply Agreement between OCI Company Ltd. and JingAo Solar Co.,
Ltd. dated March 28, 2011. (incorporated by reference to Exhibit
4.5 from our Form 20-F, filed with the Security and Exchange
Commission on April 26, 2011)4.6
    **
    
    Supply Agreement between Wacker Chemie AG and Jing Hai Yang
Semiconductor Materials (Dong Hai) Co., Ltd. dated September 30,
2010. (incorporated by reference to Exhibit 4.6 from our Form 20-F
filed with the Security and Exchange Commission on April 26, 2011)8.1
    **
    
    List of Subsidiaries (incorporated by reference to Exhibit 8.1 from
our Form 20-F, filed with the Security and Exchange Commission on
April 26, 2011)11.1
    **
    
    Code of Business Conduct and Ethics (incorporated by reference to
Exhibit 11.1 from our 2006 annual report on Form 20-F (File No.
001-33290) initially filed with the Security and Exchange
Commission on June 1, 2007.)12.1
    *
    
    Certification by the Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Act and Section 302 of the
Sarbanes-Oxley Act of 200212.2
    *
    
    Certification by the Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Act and Section 302 of the
Sarbanes-Oxley Act of 200213.1
    *
    
    Certification by the Chief Executive Officer Pursuant to Rule
13a-14(b)/15d-14(b) of the Act, Section 1350 of Chapter 63 of the
United States Code and Section 906 of the Sarbanes-Oxley Act of
200213.2
    *
    
    Certification by the Chief Financial Officer Pursuant to Rule
13a-14(b)/15d-14(b) of the Act, Section 1350 of Chapter 63 of the
United States Code and Section 906 of the Sarbanes-Oxley Act of
200216.1
    **
    
    Consent of Independent Registered Public Accounting Firm
(incorporated by reference to Exhibit 16.1 from our Form 20-F,
filed with the Security and Exchange Commission on April 26, 2011)
 
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    Filed as part of this annual report**
    
    Incorporated by reference




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SIGNATURE
  JA Solar Holdings Co., Ltd.By:
    /s/ Anthea ChungName:
    Anthea ChungTitle:
    Chief Financial Officer