Pursuant to the capped call transactions, JA Solar has purchased call options from the counterparties with a strike price equal to the conversion price of the notes and a cap price of $37.375 per ADS, which is 62.5% higher than the offer price of the borrowed ADSs initially offered by the concurrent offering. The capped call transactions are expected to reduce the potential dilution upon conversion of the notes. If the underwriters exercise their option to purchase additional notes, JA Solar expects to use a portion of the proceeds from the sale of the additional notes to increase the size of the capped call transactions.

In connection with hedging the capped call transactions, JA Solar has been advised by the counterparties that they or their affiliates expect to enter into various over-the-counter cash settled derivative transactions with respect to the ADSs concurrently with or shortly after the pricing of the notes and to purchase ADSs in secondary market transactions shortly after the pricing of the notes. These activities could have the effect of increasing or preventing a decline in the price of the ADSs or the notes concurrently with or following the pricing of the notes. In addition, JA Solar has been advised by the counterparties that they or their affiliates expect to modify or unwind their hedge positions by purchasing or selling ADSs in secondary market transactions and/or entering into or unwinding various derivative transactions prior to maturity of the notes (including during any conversion period related to the conversion of the notes). These activities could have the effect of increasing, preventing a decline in or adversely impacting the price of the ADSs or the notes.

In connection with the notes offering and the proposed entry into the capped call transactions, JA Solar has entered into ADS lending agreements with affiliates of the joint-book running managers of the notes offering (the "ADS borrowers"), pursuant to which JA Solar will agree to lend up to 13,125,520 ADSs to the ADS borrowers. Concurrently with the offering of notes, the ADS borrowers will sell the borrowed ADSs pursuant to a separate prospectus supplement (the "ADS prospectus supplement"). 6,590,312 of the borrowed ADSs will be initially offered at $23.00 per ADS and the remaining borrowed ADSs will be subsequently sold at prevailing market prices at the time of sale or at negotiated prices.

The ADS borrowers will receive all of the proceeds from the sale of the borrowed ADSs. JA Solar will not receive any of the proceeds from the sale of the borrowed ADSs, but will receive a nominal lending fee for the use of the borrowed ADSs. The sale of the borrowed ADSs is intended to facilitate privately negotiated transactions or short sales by which investors in the notes will hedge their investment in the notes and/or by which the counterparties will hedge the capped call transactions.