424B3 1 memo424b3shinetsu.txt August 1, 2011 SECURITIES & EXCHANGE COMMISSION 450 Fifth Street, NW Washington, DC 20549 Attn.: Document Control RE: American Depositary Shares evidenced by The American Depositary Receipt of ShinEtsu Chemical Co., Ltd. F6 file number: 333154171 Ladies and Gentlemen: Pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on behalf of The Bank of New York Mellon, as Depositary for securities against which American Depositary Receipts are to be issued, we attach a copy of the new prospectus (Prospectus) reflecting the change in ratio from 1 ADS : 1 Ordinary Share to 4 ADSs : 1 Ordinary Share and the removal of the Par Value. As required by Rule 424(e), the upper right hand corner of the Prospectus cover page has a reference to Rule 424(b)(3) and to the file number of the registration statement to which the Prospectus relates. Pursuant to Section III B of the General Instructions to the Form F6 Registration Statement, the Prospectus consists of the ADR certificate for ShinEtsu Chemical Co., Ltd. The Prospectus has been revised to reflect the removal of the Par Value and to reflect the new ratio: One (1) American Depositary Share represents OneFourth (1/4) of One Share Please contact me with any questions or comments at 212 8152221. Sandra Bruno Senior Associate The Bank of New York Mellon ADR Division Encl. CC: Paul Dudek, Esq. (Office of International Corporate Finance) Depositary Receipts 101 Barclay Street, 22nd Floor West, New York 10286