UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.1
to
FORM 20-F
(Mark One)
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| o | | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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| þ | | 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
| | | |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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| 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)
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 | | On Which Registered |
| American depositary shares, each representing one | | The NASDAQ Stock Market LLC |
| ordinary share, par value US$0.0001 per share | | |
| Ordinary 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 |
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.
Yesþ Noo
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.
Yeso Noþ
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.
Yesþ Noo
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).
Yeso Noo
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 filerþ | | Accelerated filero | | Non-accelerated filero |
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. GAAPþ
International Financial Reporting Standards as issued by the International Accounting Standards Boardo
Othero
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 17o Item 18o
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).
Yeso Noþ
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 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, is to furnish Exhibit 101.1 to the Form 20-F in accordance with Rule 405 of Regulation S-T.
Exhibit 101.1 provides the following financial information from our Annual Report on Form 20-F for the fiscal year ended December 31, 2010, formatted in Extensible Business Reporting Language (XBRL):
(i) Consolidated Balance Sheets as of December 31, 2010 and 2009;
(ii) Consolidated Statements of Income for the fiscal years ended December 31, 2010, 2009 and 2008;
(iii) Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended December 31, 2010, 2009 and 2008;
(iv) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2010, 2009 and 2008; and
(v) Notes to Consolidated Financial Statements.
No other changes have been made to the original Annual Report on Form 20-F. This Amendment No. 1 to our Annual Report on Form 20-F speaks as of the original filing date and has not been updated to reflect events occurring subsequent to the original filing date.
Pursuant to Rule 406T of Regulation S-T, the interactive data files comprising Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART III
ITEM 19. EXHIBITS
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| | 101.1 | | | The following financial information from JA Solar Holdings Co., Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2010, filed with the SEC on April 26, 2011, formatted in Extensible Business Reporting Language (XBRL):(i) Consolidated Balance Sheets as of December 31, 2010 and 2009, (ii) Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008, (iii) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2010, 2009 and 2008, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008, and (v) Notes to Consolidated Financial Statements. |
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 annual report on its behalf.
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| | JA Solar Holdings Co., Ltd.
| |
| | By: | /s/ Anthea Chung | |
| | | Name: | Anthea Chung | |
| | | Title: | Chief Financial Officer | |
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Date: May 25, 2011
