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)
 
  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*
 *
    
    Not for trading but only in connection with the registration of American depositary shares  
  
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  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
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EXPLANATORY NOTE
    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.
(*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.)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. (*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.)4.5
    *
    
    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.)




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