Amended Statement of Beneficial Ownership (sc 13d/a)
June 14 2017 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)
(Amendment No. 2)*
Syngenta AG
(Name of Issuer)
Common
Shares, Nominal Value CHF 0.10
(Title of Class of Securities)
ISIN No. CH0011037469
(CUSIP Number of Class of Securities)
American
Depositary Shares (each representing one-fifth of a Common Share)
(Title of Class of Securities)
87160A100
(CUSIP Number
of Class of Securities)
Xiaobao Lu
China
National Chemical Corporation
No. 62 Beisihuanxilu
Haidian District
Beijing, China 100080
Telephone: +86 (10) 82677996
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
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Alan M. Klein, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New
York, New York 10017
(212) 455-2000
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Christopher R. May, Esq.
Simpson Thacher & Bartlett LLP
600 Travis Street, Suite 5400
Houston, Texas 77002
(713) 821-5650
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June 12, 2017
(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 § 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 §
240.13d-7(b) for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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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Name of
Reporting Person
CNAC Saturn (NL) B.V.
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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)
BK, AF, OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
The Netherlands
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Number of Shares Beneficially
Owned by Each Reporting Person
With
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7
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Sole Voting Power
88,608,479
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
88,608,479
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,608,479
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12
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Check Box 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)
95.9%
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14
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Type of Reporting Person (See
Instructions)
CO
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2
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1
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Name of
Reporting Person
CNAC Century (LUX) S.à r.l.
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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)
AF, OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Luxembourg
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Number of Shares Beneficially
Owned by Each Reporting Person
With
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7
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Sole Voting Power
88,608,479
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
88,608,479
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,608,479
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12
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Check Box 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)
95.9%
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14
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Type of Reporting Person (See
Instructions)
CO
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3
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1
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Name of
Reporting Person
CNAC Saturn (HK) Company Limited
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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)
AF, OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Hong Kong
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Number of Shares Beneficially
Owned by Each Reporting Person
With
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7
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Sole Voting Power
88,608,479
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
88,608,479
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,608,479
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12
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Check Box 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)
95.9%
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14
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Type of Reporting Person (See
Instructions)
CO
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4
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1
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Name of
Reporting Person
CNAC Century (HK) Company Limited
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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)
BK, AF, OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Hong Kong
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Number of Shares Beneficially Owned by Each
Reporting Person
With
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7
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Sole Voting Power
88,608,479
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
88,608,479
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,608,479
|
12
|
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ☐
|
13
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Percent of Class Represented by Amount
in Row (11)
95.9%
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14
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Type of Reporting Person (See
Instructions)
CO
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5
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1
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Name of
Reporting Person
CNAC (HK) Investment Company Limited
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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)
AF, OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Hong Kong
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Number of Shares Beneficially Owned by Each
Reporting Person
With
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7
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Sole Voting Power
88,608,479
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
88,608,479
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,608,479
|
12
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) ☐
|
13
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Percent of Class Represented by Amount
in Row (11)
95.9%
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14
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Type of Reporting Person (See
Instructions)
CO
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6
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1
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Name of
Reporting Person
CNAC (HK) Holdings Company Limited
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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)
AF, OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Hong Kong
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Number of Shares Beneficially
Owned by Each Reporting Person
With
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7
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Sole Voting Power
88,608,479
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
88,608,479
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,608,479
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12
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Check Box 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)
95.9%
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14
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Type of Reporting Person (See
Instructions)
CO
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7
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1
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Name of
Reporting Person
China National Agrochemical Corporation
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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)
AF, OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
The Peoples Republic of China
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Number of Shares Beneficially
Owned by Each Reporting Person
With
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7
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Sole Voting Power
88,608,479
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
88,608,479
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10
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Shared Dispositive Power
0
|
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,608,479
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12
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|
Check Box 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)
95.9%
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14
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Type of Reporting Person (See
Instructions)
CO
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8
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1
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Name of
Reporting Person
China National Chemical Corporation
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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)
AF, WC, OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
The Peoples Republic of China
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Number of Shares Beneficially
Owned by Each Reporting Person
With
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7
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Sole Voting Power
88,608,479
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
88,608,479
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,608,479
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12
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Check Box 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)
95.9%
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14
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Type of Reporting Person (See
Instructions)
CO
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9
This Amendment No. 2 (this
Amendment No. 2
) amends and supplements
the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the
Commission
) on May 18, 2017, as amended by Amendment No. 1 filed with the Commission on June 7, 2017 (the
Statement
), relating to the shares, with a nominal value of CHF 0.10 per share, of Syngenta AG, a Swiss corporation (the
Issuer
or
Syngenta
) (such shares, the
Common
Shares
), and the American Depositary Shares representing Common Shares, each representing one-fifth of a Common Share (the
ADSs
) (the Common Shares (including those represented by ADSs), the
Shares
),
and is being filed on behalf of the Reporting Persons. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the same meanings as ascribed to them in the Statement. Except as otherwise specified in this
Amendment No. 2, items in the Statement remain unchanged.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the
Statement is hereby amended and supplemented by adding the following paragraph after the fourth paragraph thereof:
On June 8, 2017,
CNAC Saturn (NL) purchased 31,447 Shares at an average price of $460.11 per Share. On June 9, 2017, CNAC Saturn (NL) purchased 163,446 Shares at an average price of $460.64 per Share. On June 12, 2017, CNAC Saturn (NL) purchased 921,183
Shares at an average price of $460.66 per Share. On June 13, 2017, CNAC Saturn (NL) purchased 18,656 Shares at an average price of $460.77 per Share. On June 14, 2017, CNAC Saturn (NL) purchased 18,435 Shares at an average price of $461.49
per Share. Upon settlement with the broker that conducted such purchases, CNAC Saturn (NL) will pay an aggregate of $532,210,323, including brokerage commissions and fees, for Shares purchased following the settlement of the Offers. The funds that
will be used to purchase such Shares were provided by ChemChina to CNAC Saturn (NL) as described above.
Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) (b) of
the Statement is hereby amended and restated in its entirety as follows:
(a) (b) CNAC Saturn (NL) is the direct record owner
or may be deemed to be the beneficial owner of 88,608,479 Shares, representing approximately 95.9% of the Shares (excluding treasury shares held by Syngenta or its subsidiaries).
Except as set forth above, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of Scheduled Persons, have power
to vote or to direct the vote or to dispose or direct the disposition of any Shares.
Item 5(c) of the Statement is hereby amended and
restated in its entirety as follows:
(c) Other than the transactions by CNAC Saturn (NL) set forth below, there have been no transactions
in Shares effected by any Reporting Person or, to the knowledge of the Reporting Persons, any Scheduled Person, since the filing of Amendment No. 1 with the Commission on June 7, 2017.
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Date
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Nature of Transaction
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Number of
Common Shares
Purchased
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(Weighted)
Average Price
per Share
*
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06-08-2017
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Open Market Purchases
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31,447
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$
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460.11
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06-09-2017
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Open Market Purchases
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138,510
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$
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460.52
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06-09-2017
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Privately Negotiated Purchases
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24,936
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$
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461.31
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06-12-2017
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Open Market Purchases
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79,659
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$
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461.00
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06-12-2017
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Privately Negotiated Purchases
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841,524
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$
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460.63
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06-13-2017
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Open Market Purchases
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18,656
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$
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460.77
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06-14-2017
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Open Market Purchases
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18,435
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$
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461.49
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*
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Purchases effected in CHF converted from U.S. dollars at the currency exchange rate on the transaction date.
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10
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: June 14, 2017
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CHINA NATIONAL CHEMICAL CORPORATION
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By:
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/s/ Xiaobao Lu
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Name:
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Xiaobao Lu
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Title:
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Vice President
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CHINA NATIONAL AGROCHEMICAL CORPORATION
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By:
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/s/ Liru An
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Name:
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Liru An
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Title:
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Authorized Signatory
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CNAC (HK) HOLDINGS COMPANY LIMITED
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By:
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/s/ Hongbo Chen
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Name:
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Hongbo Chen
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Title:
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Director
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CNAC (HK) INVESTMENT COMPANY LIMITED
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By:
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/s/ Hongbo Chen
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Name:
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Hongbo Chen
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Title:
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Director
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CNAC CENTURY (HK) COMPANY LIMITED
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By:
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/s/ Hongbo Chen
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Name:
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Hongbo Chen
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Title:
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Director
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CNAC SATURN (HK) COMPANY LIMITED
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By:
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/s/ Hongbo Chen
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Name:
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Hongbo Chen
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Title:
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Director
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11
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CNAC CENTURY (LUX) S.À.R.L.
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By:
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/s/ Hongbo Chen
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Name:
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Hongbo Chen
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Title:
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Director
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CNAC SATURN (NL) B.V.
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By:
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/s/ Hongbo Chen
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Name:
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Hongbo Chen
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Title:
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Director
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12
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