[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JA Solar Holdings Co., Ltd. Cayman Islands Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification w.seNumber) No. 36, Jiang Chang San Road Zhabei, Shanghai 200436 People’s Republic of China (86-21) 6095-5999 2014 Stock Incentive Plan (Full title of the plan) JA Solar USA Inc. 2570] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JA Solar Holdings Co., Ltd. (Adopted by Special Resolution passed on 8 January 2007 and effective conditional and immediately upon commencement of the trading of the Company’s American depositary shares representing its shares on the Nasdaq Global Market) 1. The name of the Company] [31 July, 2014 JA Solar Holdings Co., Ltd. No. 36 Jiang Chang San Road Zhabei Shanghai People’s Republic of China Dear Sirs, JA Solar Holdings Co., Ltd. (the “Company”) We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form Commission 31 July, 2014 Registration Statement (the “ which term does] [JA Solar Holdings Co., Ltd. 20 14 S TOCK INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the JA Solar Holdings Co., Ltd. Stock Incentive Plan (the “ the Board, Employees, and Consultants Company of JA Solar Holdings Co., Ltd. (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 23 , 20 14 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in JA Solar Holdings Co., Ltd.’s Annual Report on Form 20-F for the]