ja_sc13da.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No.2)*
JA
Solar Holdings Co., Ltd.
(Name
of Issuer)
Ordinary
Shares
(Title
of Class of Securities)
466090107
(CUSIP
Number)
Mr.
Min Cao
5/F,
36 Jiang Chang San Road, Zhabei, Shanghai, China 200436
Tel:
+86-21-6117 9188
Fax: +86-21-6117
9188
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December
15, 2009
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1
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NAMES
OF REPORTING PERSONS
[I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)]
Jinglong
Group Co., Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
Not
applicable
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or
2(e) [ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
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NUMBER
OF
SHARES
BEN
EFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
39,845,568
Ordinary Shares
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8
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SHARED
VOTING POWER
Not
applicable
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9
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SOLE
DISPOSITIVE POWER
39,845,568 Ordinary
Shares
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10
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SHARED
DISPOSITIVE POWER
Not
applicable
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,845,568
Ordinary Shares
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.68%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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_______________________
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1.
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Based
on the 161,428,882 outstanding Ordinary Shares of the Issuer as of
September 30, 2009, as disclosed in the Issuer’s third quarter 2009 report
on November 10, 2009.
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This
Amendment No.2 amends and supplements the Schedule 13D originally filed with the
U.S. Securities and Exchange Commission on December 2, 2008, as amended by
Amendment No.1 filed on June 11, 2009 (together, the “Original Schedule 13D”),
relating to the Issuer. Except as expressly set forth herein, there
have been no changes in the information set forth in the Original Schedule
13D. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Original Schedule 13D.
Item 4. Purpose
of Transaction
Item 4 of
the Original Schedule 13D is amended as follows:
On
December 8, 2009, Jinglong sold 21,730
ordinary shares of the Issuer through a Rule 10b5-1 Trading Plan at a price of
$5.0001 per share.
On
December 14, 2009, Jinglong sold 778,270
ordinary shares of the Issuer through a Rule 10b5-1 Trading Plan at a price of
$5.0008 per share.
On
December 14, 2009, Jinglong sold 170,000
ordinary shares of the Issuer through a Rule 10b5-1 Trading Plan at a price of
$5.511 per share.
On
December 14, 2009, Jinglong sold 50,442
ordinary shares of the Issuer through a Rule 10b5-1 Trading Plan at a price of
$5.3 per share.
On
December 15, 2009, Jinglong sold 830,000
ordinary shares of the Issuer through a Rule 10b5-1 Trading Plan at a price of
$5.7051 per share.
On
December 15, 2009, Jinglong sold 449,558
ordinary shares of the Issuer through a Rule 10b5-1 Trading Plan at a price of
$5.3 per share.
Jinglong
sold these Ordinary
Shares of the Issuer wholly for trading purposes.
Other
than the purpose stated above, Jinglong has no existing plan or proposal which
relates to or would result in any of the matters enumerated in clauses (a)
through (i), inclusive, of Item 4 of this Amendment No.2: (a) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (c) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (d) any material change in the present
capitalization or dividend policy of the Issuer; (e) any other material change
in the Issuer’s business or corporate structure; (f) changes in the Issuer’s
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition or control of the Issuer by any person; (g) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (h) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (i) any action similar to any of
those enumerated above.
Item
5. Interest
in Securities of the Issuer
Item 5 (a-b) is
amended as follows:
(a-b) As
a result of the disposition of Ordinary Shares, Jinglong beneficially owns and
has sole power to vote or to direct the vote and sole power to dispose or to
direct the disposition of 39,845,568
Ordinary Shares, constituting 24.68%
of the outstanding Ordinary Shares of the Issuer (based on the 161,428,882
outstanding Ordinary Shares of the Issuer as of September 30, 2009, as disclosed
in the Issuer’s third quarter 2009 report on November 10,
2009).
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
On September
15, 2009, Jinglong entered into a Stock Trading Plan with Credit Suisse
Singapore Branch in accordance with Rule 10b5-1 of the Exchange Act. The Stock
Trading Plan is attached hereto as Exhibit 1.
On September
15, 2009, Jinglong entered into a Rule10b5-1 Trading Plan with UBS
Financial Services Inc. in accordance with Rule 10b5-1 of the Exchange Act. The
Trading Plan is attached hereto as Exhibit 2.
On December
15, 2009, Jinglong entered into a Stock Trading Plan with Credit Suisse
Singapore Branch in accordance with Rule 10b5-1 of the Exchange Act. The Stock
Trading Plan is attached hereto as Exhibit 3.
Item
7. Material
to be Filed as Exhibits
Exhibit
1 Stock Trading Plan, dated as of September 15, 2009, by
and between Jinglong and Credit Suisse Singapore Branch.
Exhibit
2 Rule 10b5-1 Trading Plan, dated as of September
15, 2009, by and between Jinglong and UBS Financial Services
Inc.
Exhibit
3 Stock Trading Plan, dated as of December
15, 2009, by and between Jinglong and Credit Suisse Singapore
Branch.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: December
18, 2009
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Jinglong
Group Co., Ltd.
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By:
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/s/
Jin Baofang
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Name:
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Jin
Baofang
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Title:
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Sole
Director
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