**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**Amendment No. 3**

 

**to**

 

**FORM 20-F**

 

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**(Mark One)**

 

| **o**      | **REGISTRATION STATEMENT PURSUANT   TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**                                          |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                   |
| **OR**     |
| ** ** | ** **                                                                                                                                                   |
| **x**      | **ANNUAL REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December   31, 2011** |
| ** ** | ** **                                                                                                                                                   |
| **OR**     |
| ** ** | ** **                                                                                                                                                   |
| **o**      | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                     |
| ** ** | ** **                                                                                                                                                   |
| **OR**     |
| ** ** | ** **                                                                                                                                                   |
| **o**      | **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)                                                        |

 

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| **Mr. Min Cao**

**JA Solar Holdings Co., Ltd.**

**No. 36, Jiang Chang San Road**

**Zhabei, Shanghai 200436**

**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)                                                                                                                           |

 

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Securities registered or to be registered pursuant to Section 12 (b) of the Act.

 

| Title of each   class                                                                             |   | Name of each   exchange on which registered |
|---------------------------------------------------------------------------------------------------|--------|---------------------------------------------|
| American depositary shares, each representing one ordinary share, par   value US$0.0001 per share |   | The NASDAQ Stock Market LLC                 |
| Ordinary shares, par value US$0.0001 per share*                                                   |   |                                        |

 

* Not for trading but only in connection with the registration of American depositary shares

 

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Securities registered or to be registered pursuant to Section 12(g) of the Act:

 
| **None**         |
|------------------|
| (Title of Class) |

 

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 
| **None**         |
|------------------|
| (Title of Class) |

 

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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: 202,238,307 ordinary shares, par value US$0.0001 per share, as of December 31, 2011.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes   x No

 

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.

o Yes   x No

 

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.

x Yes   o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

x Yes   o No

 

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):

 

| Large accelerated filer x |   | Accelerated filer o |   | 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:

 

| US GAAP x |   | 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.

o Item 17   o Item 18

 

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).

o Yes   x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

o Yes   o No

 

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**EXPLANATORY NOTE**

 

The sole purpose of this Amendment No. 3 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2011, as originally filed with the Securities and Exchange Commission on April 30, 2012, first amended on May 23, 2012 and second amended on July 2, 2012, is to furnish a revised Exhibit 4.8 to the Form 20-F.

 

Other than as expressly set forth above, this Amendment No. 3 does not, and does not purport to, amend, update or restate the information in any other item of the 2011 Form 20-F, or reflect any events that have occurred after the 2011 Form 20-F was originally filed.

 

ITEM 19.              EXHIBITS

 
| 4.8*   |   | Long-term Supply   Agreement between Hemlock Semiconductor Pte. Ltd. and JA Solar Technology   Yangzhou Co., Ltd. dated May 4, 2011 (Confidential treatment has   been requested for certain portions omitted from this exhibit and replaced   with “***” 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.) |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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 2002                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 12.2** |   | 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 2002                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 13.1** |   | 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 2002                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 13.2** |   | 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 2002                                                                                                                                                                                                                                                           |

 

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*                 Filed herewith.

**          Furnished herewith.

 

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**SIGNATURE**

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 3 to Form 20-F on its behalf.

 

 
|                        | JA Solar Holdings Co., Ltd. |
|-----------------------------|----------------------------------|
|                        |                             |
|                        |                             |
|                        | By:                              | /s/ Min Cao |
|                        |                             | Name: Min Cao |
|                        |                             | Title: Chief Financial Officer |
|                        |                             |
| Date: October 15, 2012 |                             |

 

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