UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM
20-F/A
 AMENDMENT NO. 1
 
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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, 2008.
 For the transition period from     to
 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
 Commission file number: 001-33107
 CANADIAN SOLAR INC.
   (Translation of Registrants name into English)
  (Jurisdiction of incorporation or organization)
 
 
   Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon shares with no par value
    
    The NASDAQ Stock Market LLC(The NASDAQ Global Market)
 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)
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  Large accelerated filer
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    Accelerated filer
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    Non-accelerated filer
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    Smaller reporting company o(Do not check if a smaller reporting company)
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EXPLANATORY NOTE
  
    
    revising Item 3.D  Key Information  Risk Factors  Risks Related to Our Company and
Our Industry  Advance payments to our polysilicon and solar wafer suppliers and credit
term sales offered to some of our customers expose us to the credit risks of such suppliers
and customers and may increase our costs and expenses, which could in turn have a material
adverse effect on our liquidityto describe the consequences if we are not able to
renegotiate purchase price and volume terms of certain of our long-term supply agreements;
    
    revising Item 3.D  Key Information  Risk Factors  Risks Related to Our Company 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 some of our polysilicon and wafer
suppliers, and our cost of revenues and profitability could be materially and adversely
affected if we fail to adjust such costs in a timely manner to clarify our relationships
with our long-term suppliers and the risks relating to our obligations under certain of our
long-term supply agreements;
    
    adding an additional risk factor  We have not obtained the approvals from the PRC
National Development and Reform Commission, or the NDRC, for some of our operational
projects in China, which may have a material adverse effect on our business, results of
operations and prospects  to Item 3.D  Key Information  Risk Factors  Risks Related
to Our Company and Our Industry;
    
    revising Item 4.B  Business Overview  Supply Chain Management in order to clarify
our relationships with suppliers of silicon raw materials and solar cells;
    
    revising Item 4.B  Business Overview  Markets and Customers in order to expand our
discussion of renewable energy laws and policies in Germany;
    
    disclosing our outstanding bank lines in Item 5.B  Liquidity and Capital Resources;
    
    revising Item 7.B  Related Party Transactions to update and provide additional
information related to our transactions with related parties; and
    
    updating Item 19  Exhibits in order to include i) Exhibit 4.7 Promissory Note between
Canadian Solar Inc. and Shawn (Xiaohua) Qu dated June 5, 2008, ii) Exhibit 4.8 English
translation of Long-term (10-Year) Multi-crystalline Wafer Supply Contract between CSI
Cells Co., Ltd. and Jiangxi LDK Solar Hi-Tech Co., Ltd. dated June 27, 2008, and iii)
Exhibit 4.9 English translation of Long-term (10-Year) Multi-crystalline Wafer Supply
Contract between CSI Solar Power Inc. and Jiangxi LDK Solar Hi-Tech Co., Ltd. dated June
27, 2008.
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Item 3. KEY INFORMATION
 D. Risk Factors
 Risks Related to Our Company and Our Industry
 Advance payments to our polysilicon and solar wafer suppliers and credit term sales offered to
some of our customers expose us to (i) credit risks with respect to such suppliers and customers
and (ii) the risk of not recouping our advance payments if we purchase insufficient quantities
of wafers from our suppliers, each of which could have a material adverse effect on our results
of operations.
  Our ability to adjust our raw materials costs may be limited as a result of our entering into
long-term supply agreements with some of our polysilicon and wafer suppliers, and our cost of
revenues and profitability could be materially and adversely affected if we fail to adjust such
costs in a timely manner.
  We have not obtained the approvals from the PRC National Development and Reform Commission, or
the NDRC, for some of our operational projects in China, which may have a material adverse
effect on our business, results of operations and prospects.
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Item. 4 INFORMATION ON THE COMPANY
 B. Business Overview
 Supply Chain Management
  Silicon Raw Materials
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Silicon Reclamation Program
  Toll Manufacturing Arrangements
  Solar Wafers.
 Solar Cells.
 UMgSi Cells.
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Markets and Customers
   
    
    Germany.The renewable energy laws in Germany require electricity transmission grid
operators to connect various renewable energy sources to their electricity transmission
grids and to purchase all electricity generated by such sources at guaranteed feed-in
tariffs. Additional regulatory support measures include investment cost subsidies,
low-interest loans and tax relief to end users of renewable energy.Germanys renewable energy policy has had a strong solar power focus, which contributed to
Germany surpassing Japan in 2004 as the leading solar power market in terms of annual
megawatt growth. According to Solarbuzz, the German market grew by 39.7% in 2008, from 1,328
MW at the end of 2007 to 1,855 MW at the end of 2008. Our products are used for large-size
ground mounted solar power field, commercial rooftop and residential rooftop installations.
The feed-in tariffs in Germany range from 0.319 to 0.410 per watt. The German feed-in
tariff is scheduled to be reduced by 8-10% by the end of 2009, and by an additional 7-8% at
the end of every year thereafter. Furthermore, the feed-in tariffs will decrease more
quickly if production exceeds a legally determined amount. This means that solar system
costs will likely fall more quickly than previously anticipated.
    
    Spain.  According to Solarbuzz, the Spanish market grew by 285% to reach 2,463 MW in
2008, surpassing Germany as the worlds largest market. In Spain, the actual feed-in tariff
for solar power energy is fully guaranteed for 25 years and guaranteed at 80% thereafter.
The feed-in tariff for applications less than 100 kWh was 0.4404 per kWh for the first
25 years of system operation, and 0.3523 per kWh thereafter, for systems installed up
until September 2008. Current feed-in tariffs are between 0.340 and 0.307 per watt,
depending on system size and type. Spain was our second largest market after Germany as
measured by net revenue generated in 2008 but is not expected to remain in this position in
2009.
    
    Italy.  According to Solarbuzz, the Italian solar market grew by 169% to reach 242 MW at
the end of 2008. Current feed-in tariff rates for systems range from 0.353 per kWh for
larger ground mounted systems to 0.49 per kWh for smaller BIPV systems. The Italian market
saw an enormous boost in large installations in 2007 and 2008, according to Solarbuzz, a
trend which is expected to continue in 2009.
    
    United States.  There are currently more than 10 states in the U.S. that offer
significant incentives, with California offering the most preferential ones. In January
2006, the California Public Utilities Commission enacted the California Solar Initiative, a
$2.9 billion program that subsidizes solar power systems by $2.80 per watt. Due to
excessive demand, this subsidy has been reduced to $2.50 per watt.
Combined with federal tax credits for solar power usage, the subsidy may account for as much
as 50% of the cost of a solar power system. The program will last from 2007 to 2016 and is
expected to dramatically increase the use of solar power for on-grid applications in
California. The program is capped. Incentives in the other US states include state renewable
energy credits, capital subsidies, and
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in some places such as Vermont, feed-in tariffs. Many
states and various federal departments are also subject to renewable energy portfolio (RPS)
standards that mandate minimum percentages of renewable energy production by utilities.
Finally, the US federal government passed several renewable energy provisions in the
stimulus package, including a 30% investment tax credit, accelerated 5 year system
depreciation and expansion of Department of Energy loan guarantees. These provisions were
further expanded in 2009 to include a cash grant in lieu of the investment tax credit and
were uncapped with respect to both system size (the previous maximum rebate was $2,000) and
organization to allow larger organizations such as utilities to take advantage of the tax
credit or cash in-lieu grant for large scale projects. Currently the constrained appetite
for tax equity will limit the effectiveness of some of these provisions such as accelerated
depreciation.
    
    China.  Chinas Renewable Energy Law was passed in February 28, 2005 and went into
effect on January 1, 2006. The Renewable Energy Law authorizes the relevant authorities to
set favorable prices for the purchase of on-grid solar powergenerated electricity and
provides other financial incentives for the development of renewable energy projects. In
January 2006, Chinas National Development and Reform Commission further promulgated two
implementation rules for the Renewable Energy Law. In addition, on April 1, 2008, the PRC
Energy Conservation Law came into effect. Among other objectives, this law encourages the
utilization and installation of solar power facilities in buildings for energy-efficiency
purposes.On March 23, 2009, Chinas Ministry of Finance promulgated the Interim Measures for
Administration of Government Subsidy Funds for Application of Solar Photovoltaic Technology
in Building Construction, or the Interim Measures, to support the development of solar
photovoltaic technology in China. Local governments are encouraged to issue and implement
supporting policies. Under these Interim Measures, a subsidy, which is set at RMB20 per
watt-peak for 2009, will cover solar photovoltaic technology integrated into building
construction. The Interim Measures do not apply to projects completed before March 23, 2009,
the promulgation date of the Interim Measures.China finances its off-grid solar installations through the now-completed township program
and the current village program. The current five-year plan from 2006 to 2010 is targeted to
provide electricity to 29,000 villages, mainly in western China. The Ministry of Housing and
Urban-Rural Development (formerly, the Ministry of Construction) has recently promulgated
directives encouraging the development and use of solar power energy in both urban and rural
areas. Various local authorities have also introduced initiatives to encourage the adoption
of renewable energy including solar power energy. In April 2009, we signed an agreement with
the City of Suzhou, New District in which the latter pledged RMB7.5 million as funding
support for projects developed by us within the New District.We believe that we will be well-positioned to take advantage of growth opportunities in the
Chinese solar power energy market, which has the potential to become one of the fastest
growing markets for solar power. Our projects in China include working with the government
of Suzhou to construct a 300 kW solar power system in Suzhou and installing a BIPV solar
glass roof system in Luoyang.
    
    Canada.  In November of 2006, Canadas largest province, Ontario, introduced a program
of subsidies for renewable energy projects, including solar energy projects. Under that
program, a fixed price of C$0.42 per kWh was offered for solar power transferred to the
electrical grid. That program is to be replaced with a program of feed-in tariffs. The
proposed price for solar power, under the feed-in tariff program, ranges from C$0.443 to
C$0.80 per kWh depending on the system size and type. Contracts under the new program are
expected to be for terms of 20 years.
    
    South Korea.  According to SolarBuzz, the South Korean market grew from 50 MW in 2007 to
276 MW in 2008. The South Korean government has established a number of initiatives to
enhance self-sufficiency in energy supplies and invest in renewable energy systems. Under
the Public Institution Renewable Obligation Law created in 2004, the government has
mandated that newly built public facilities exceeding 3,000 square meters invest at least
5% of their construction expenses in renewable energy systems. The current feed-in tariff
rate for systems ranges from 428 to 646 won per kWh
depending on system size, while the system limit of 3 MW was removed and the national cap
was increased from 100 to 500 MW. In late April, the Korean government announced a plan to
execute the remaining of the feed-in-tariff program in three years and allocate 50 MW for
installations and connections in 2009.
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
    
    Japan.  According to Solarbuzz, the Japanese market remained flat in 2008 at 230 MW,
exhibiting no growth. The Japanese government has a long-term energy goal to install 4.82GW
of PV by 2010, and is a signatory to the Kyoto Protocol, requiring it to reduce greenhouse
gas emissions by 6% from the 1990 baseline level by 2012. Japan currently funds a number of
key programs supporting domestic PV installations and has announced a plan to begin
installing PV on federal buildings through 2012. As Japan will not likely reach its
renewable energy (including solar) targets, Japan is considering increasing its incentives
for PV installations.
 Item. 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 B. Liquidity and Capital Resources
 Cash Flows and Working Capital
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Years Ended December 312006
    
    2007
    
    2008(In thousands of US$)Net cash provided by (used in) operating
activities
    
    $
    (46,276
    )
    
    $
    (80,224
    )
    
    $
    3,193Net cash used in investing activities
    
    
    (7,770
    )
    
    
    (42,483
    )
    
    
    (125,762
    )Net cash provided by financing activities
    
    
    88,307
    
    
    
    124,828
    
    
    
    201,356Net increase (decrease) in cash and cash
equivalents
    
    
    34,631
    
    
    
    (3,244
    )
    
    
    77,994Cash and cash equivalents at the
beginning of the year
    
    
    6,280
    
    
    
    40,911
    
    
    
    37,667Cash and cash equivalents at the end of
the year
    
    $
    40,911
    
    
    $
    37,667
    
    
    $
    115,661
 Operating Activities
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Investing Activities
  Financing Activities
   Capital Expenditures
  Restricted Net Assets
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Item. 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 B. Related Party Transactions
 Shareholder Loans
  Guarantees and Share Pledges
  Amounts Due to Related Parties
   Employment Agreements
  Equity Incentive Plan
  Item. 19 EXHIBITS
 ExhibitNumber
    
    Description of Document1.1
    
    Amended Articles of Continuance (incorporated by reference to Exhibit 3.2 from our F-1
registration statement (File No. 333-138144), as amended, initially filed with the SEC
on October 23, 2006)2.1
    
    Form of Equity Underwriting Agreement (incorporated by reference to Exhibit 1.1 from
our Form 6-K (File No. 001-33107), initially filed with the SEC on July 17, 2008)4.1
    
    Form of amended Director Indemnity Agreement4.2
    
    English translation of Supplementary Agreement between CSI Cells Co., Ltd. and Jiangxi
LDK Solar Hi- Tech Co., Ltd. dated February 14, 2009, supplementing the original Wafer
Supply Agreement dated October 17, 2007
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ExhibitNumber
    
    Description of Document4.3
    
    English translation of Supplementary Agreement between Jiangsu Zhongneng Polysilicon
Technology Development Co., Ltd., CSI Cells Co., Ltd., Changshu CSI Advanced Solar
Inc. and CSI Central Solar Power Co., Ltd., dated May 22, 2009, supplementing the
original Polysilicon Supply Contract dated August 20, 2008 and the original Solar
Wafer Supply Contract dated August 20, 20084.4
    
    Sales Contract between Canadian Solar Inc. and Solpower GmbH dated September 1, 20084.5
    
    Sales Contract between Canadian Solar Inc. and Iliotec Solar GmbH dated October 2, 20084.6
    
    Sales Contract between Canadian Solar Inc. and Iliotec International GmbH dated
October 2, 20084.7*
    
    Promissory Note between Canadian Solar Inc. and Shawn (Xiaohua) Qu dated June 5, 20084.8*
    
    English translation of Long-term (10-Year) Multi-crystalline Wafer Supply Contract
between CSI Cells Co., Ltd. and Jiangxi LDK Solar Hi-Tech Co., Ltd. dated June 27,
20084.9*
    
    English translation of Long-term (10-Year) Multi-crystalline Wafer Supply Contract
between CSI Solar Power Inc. and Jiangxi LDK Solar Hi-Tech Co., Ltd. dated June 27,
20088.1
    
    List of Subsidiaries11.1
    
    Code of Business Conduct (incorporated by reference to Exhibit 99.1 from our F-1
registration statement (File No. 333-138144), as amended, initially filed with the SEC
on October 23, 2006)12.1*
    
    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2*
    
    CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1*
    
    CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2*
    
    CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200223.1
    
    Consent of Deloitte Touche Tohmatsu CPA Ltd.
 
 *
    
    Filed herewith
    
    Confidential treatment is being requested with respect to portions of these exhibits and such
confidential treatment portions have been deleted and replaced with **** and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Exchange Act. 11




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SIGNATURES
  CANADIAN SOLAR INC.By:
Name:
    
    /s/ Shawn (Xiaohua) Qu

Shawn (Xiaohua) QuTitle:
    
    Chairman, President and
Chief Executive Officer