SYT Syngenta Ag (delisted)

2

3

4

5

6

7

8

9

This Statement on Schedule 13D (this “ Statement ”) relates to the shares, with a nominal value of Swiss francs (“ CHF ”) 0.10 per share, of Syngenta AG, a Swiss corporation ( Aktiengesellschaft ) (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 ”). The Issuer’s principal executive offices are located at Schwarzwaldallee 215, 4058 Basel, Switzerland.

(a) – (c) This Statement is being filed pursuant to Rule 13d-1(a) under the Act, by:

CNAC Saturn (NL) is a wholly owned subsidiary of CNAC Century (LUX). CNAC Century (LUX) is a wholly owned subsidiary of CNAC Saturn (HK). CNAC Saturn (HK) is a wholly owned subsidiary of CNAC Century (HK). CNAC Century (HK) is a wholly owned subsidiary of CNAC (HK) Investment. CNAC (HK) Investment is a wholly owned subsidiary of CNAC (HK) Holdings. CNAC (HK) Holdings is a wholly owned subsidiary of CNAC. CNAC Saturn (NL), CNAC Century (LUX), CNAC Saturn (HK), CNAC Century (HK) , CNAC (HK) Investment and CNAC (HK) Holdings were organized in connection with the acquisition of the Issuer and have not conducted any other activities or business.

CNAC is a wholly owned subsidiary of ChemChina. CNAC mainly engages in the management and operation of the agrochemical business of ChemChina.

ChemChina is a state-owned enterprise of the People’s Republic of China and primarily operates in six business sectors: advanced chemical materials and specialty chemicals, basic chemicals, oil processing, agrochemicals, tire & rubber products and chemical equipment. The investor rights in ChemChina are exercised by the State-Owned Assets Supervision and Administration Commission.

10

The name, residence or business address, present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) and place of citizenship of each executive officer and director of each of the Reporting Persons are set forth on Schedules I though V attached hereto (collectively, the “ Scheduled Persons ,” and each a “ Scheduled Person ”), and are incorporated herein by reference.

As more fully described in Item 4 hereof, ChemChina, CNAC and Syngenta entered into a Transaction Agreement, dated as of February 2, 2016 (a copy of which is included as Exhibit 1 to this Statement) (the “ Transaction Agreement ”). The Transaction Agreement is incorporated by reference into this Item 3. Pursuant to the Transaction Agreement, on March 23, 2016, CNAC Saturn (NL) commenced a tender offer (the “ U.S. Offer ”) for up to 100% of the Common Shares that are held by U.S. holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the Act) and up to 100% of the ADSs from all holders, wherever located, at a purchase price of U.S. $465 per Common Share and U.S. $93 per ADS, in each case, in cash, without interest, payable in U.S. dollars, less the amount of any fees, expenses and withholding taxes that may be applicable (including, in the case of ADSs, a fee of U.S. $0.05 per ADS for the cancellation of tendered ADSs) (the “ Offer Price ”), upon the terms and subject to the conditions set forth in a U.S. Offer to Purchase, dated March 23, 2016 (as amended, the “ U.S. Offer to Purchase ”), a copy of which is included as Exhibit 2 to this Statement and was included as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO filed by ChemChina and CNAC Saturn (NL) with the U.S. Securities and Exchange Commission (the “ SEC ”) on March 23, 2016 (as amended, the “ Schedule TO ”), and the related Common Share Acceptance Letter and ADS Letter of Transmittal, forms of which are included as Exhibits 3 and 4, respectively to this Statement and were included as Exhibit (a)(1)(ii) and Exhibit (a)(1)(iii), respectively, to the Schedule TO. Simultaneously with the U.S. Offer, CNAC Saturn (NL) commenced an offer in accordance with the tender offer rules of Switzerland to purchase up to 100% of the outstanding Common Shares from all holders of Common Shares, wherever located, subject to certain restrictions (the “ Swiss Offer ,” and together with the U.S. Offer, the “ Offers ”) for the same price and on substantially the same terms as offered to purchase Common Shares in the U.S. Offer.

The Main Offer Period (as that term is defined in the U.S. Offer to Purchase) expired at 10:00 a.m., New York City time, on May 4, 2017. As of the expiration of the Main Offer Period, a total of 75,925,206 Shares had been tendered and not withdrawn pursuant to the Offers, representing approximately 82.2% of the Shares (excluding treasury shares held by Syngenta or its subsidiaries). On May 18, 2017, CNAC Saturn (NL) accepted for payment, in accordance with the terms of the Offers, all Shares that were validly tendered and not withdrawn prior to the expiration of the Main Offer Period. CNAC Saturn (NL) paid an aggregate of $35,305,220,790.00 to holders of Shares acquired during the Main Offer Period. The funds used to purchase the Shares accepted in the Main Offer Period were provided by ChemChina to CNAC Saturn (NL) as further described below.

On May 11, 2017, CNAC Saturn (NL) commenced the Subsequent Offer Period (as that term is defined in the U.S. Offer to Purchase), which will expire at 10:00 a.m., New York City time, on May 24, 2017. On June 7, 2017, CNAC Saturn (NL) expects to accept for payment, in accordance with the terms of the Offers, all Shares that were validly tendered in the Subsequent Offer Period. The funds that will be used to purchase the Shares accepted in the Subsequent Offer Period will be provided by ChemChina to CNAC Saturn (NL) as further described below.

11

In connection with the Offers, CNAC Saturn (NL) has paid (or will pay, assuming that all outstanding Shares are tendered into the Offers), in the aggregate, approximately $44 billion in cash consideration for Shares including related transaction fees, costs and expenses, consisting of funds provided to CNAC Saturn (NL) by ChemChina, which consist of (a) $5 billion of funds internally sourced by ChemChina and contributed to Purchaser, (b) $7 billion of funds raised by the issuance of perpetual bonds by ChemChina Century Company Limited, a wholly-owned subsidiary of ChemChina, to a certain special purpose vehicle which sourced its funds from China Reform Holdings Corporation Limited and contributed to Purchaser, (c) $10 billion of funds raised by the issuance of perpetual bonds by CNAC (HK) Investment to a certain special purpose vehicle which sourced its funds from Bank of China Limited and contributed to Purchaser, (d) $1 billion of funds raised by the issuance of perpetual bonds by CNAC (HK) Investment to a certain special purpose vehicle which sourced its funds from Industrial Bank Co., Ltd. and contributed to Purchaser, (e) $2 billion of funds raised by the issuance of convertible preference shares by CNAC (HK) Investment to CNAC (HK) Synbridge Company Limited, which in turn raised $2 billion of funds by issuing notes to Morgan Stanley & Co. International plc, (f) $6,812,310,246 billion under a facilities agreements among CNAC Saturn (NL) and, among others, HSBC Bank plc, as facility agent, HSBC Corporate Trustee Company (UK) Limited, as security agent, HSBC Bank plc, as global co-ordinator and Credit Suisse AG, Credit Suisse AG, London Branch, HSBC Bank plc, The Hongkong and Shanghai Banking Corporation Limited, Coöperatieve Rabobank U.A., trading as Rabobank London, Coöperatieve Rabobank U.A., Hong Kong Branch, UniCredit Bank AG and UniCredit S.p.A., as mandated lead arrangers, and (g) $12.5 billion under a term loan agreement by and among CNAC Century (HK), as borrower, and, among others, China Citic Bank International Limited, as agent, and China Citic Bank International Limited, as security agent, China Citic Bank Corporation Limited and China Citic Bank International Limited, as global co-ordinator, China Citic Bank Corporation Limited, Beijing Branch, China Citic Bank International Limited, Industrial Bank Co., Ltd. Beijing Branch, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Pilot Free Trade Zone Branch, BNP Paribas, acting through its Hong Kong Branch, Crédit Agricole Corporate and Investment Bank, Credit Suisse AG, Singapore Branch, Natixis, Hong Kong Branch, Unicredit Bank AG and Unicredit S.P.A., as mandated lead arrangers and bookrunners, and Coöperatieve Rabobank U.A., Hong Kong Branch, as mandated lead arranger.

All information contained in the U.S. Offer to Purchase is incorporated herein by reference.

The information set forth in Items 3 and 5 of this Statement is hereby incorporated by this reference in this Item 4.

The purpose of the transactions described in this Statement is for ChemChina, through CNAC Saturn (NL), to acquire control of, and the entire equity interest in, Syngenta. The Offers, as the first step in the acquisition of Syngenta, are intended to facilitate the acquisition of all of the outstanding Shares.

As noted above, the Main Offer Period (as that term is defined in the U.S. Offer to Purchase) expired at 10:00 a.m., New York City time, on May 4, 2017. As of the expiration of the Main Offer Period, a total of 75,925,206 Shares had been tendered and not withdrawn pursuant to the Offers, representing approximately 82.2% of the Shares (excluding treasury shares held by Syngenta or its subsidiaries). On May 18, 2017, CNAC Saturn (NL) accepted for payment, in accordance with the terms of the Offers, all Shares that were validly tendered and not withdrawn prior to the expiration of the Main Offer Period.

In accordance the terms of the Transaction Agreement, Syngenta will hold a General Meeting of Shareholders (“ GM ”) on June 26, 2017 and discharge the eight members of its current board of directors (the “ Board ”), including the chairman. Syngenta will propose and recommend the election to the Syngenta board of directors as chairman, Ren Jianxin, as vice-chairman, Michel Demaré, and as members, three additional individuals that are current members of the Board, who will be Jürg Witmer, Eveline Saupper and Gunnar Brock, and three additional individuals proposed by ChemChina, who will be Hongbo Chen, Olivier T. de Clermont-Tonnerre and Dieter A. Gericke. The current members of the Board who will not be proposed for re-election have each signed a resignation declaration effective as of the end of the GM. Pursuant to the Transaction Agreement, ChemChina may expand the size of the Board to ten members, six of whom would be proposed by ChemChina and the other four of whom would be independent, having no affiliation with ChemChina or its affiliates other than their position as Board members and meeting the independence criteria of the Swiss Code of Best Practices for Corporate Governance. As more fully described in the U.S. Offer to Purchase, certain decisions of the Board will require, in addition to the simple majority of votes of the members present (with the chairman of the Board having the casting vote in case of a tie), the consent of at least two directors who are independent (as described above in this paragraph). In addition, a new committee consisting of independent directors (as described above in this paragraph) will be established to approve any transaction between Syngenta and its subsidiaries, on the one hand, and ChemChina or its affiliates, on the other hand.

12

As noted above, on May 11, 2017, CNAC Saturn (NL) commenced the Subsequent Offer Period (as that term is defined in the U.S. Offer to Purchase), which will expire at 10:00 a.m., New York City time, on May 24, 2017. On June 7, 2017, CNAC Saturn (NL) expects to accept for payment, in accordance with the terms of the Offers, all Shares that were validly tendered prior to the expiration of the Subsequent Offer Period.

ChemChina and CNAC Saturn (NL) intend that, as soon as practicable after the consummation of the Offers, a squeeze-out action will be carried out with respect to the remaining publicly held Shares of Syngenta.

In the event that ChemChina and/or its subsidiaries hold more than 98% of the voting rights in Syngenta after the consummation of the Offers, CNAC Saturn (NL) intends to request the cancellation of the remaining publicly held Shares in accordance with Article 137 of the Financial Markets Infrastructure Act of Switzerland. The remaining minority shareholders subject to such squeeze-out action do not have appraisal rights in connection with the consideration to be paid in such squeeze-out action.

In the event that ChemChina and/or its subsidiaries hold between (and including) 90% and (and including) 98% of the voting rights in Syngenta after the consummation of the Offers, CNAC Saturn (NL) intends to merge Syngenta with a company directly or indirectly controlled by ChemChina in accordance with Article 8 Paragraph 2 and Article 18 Paragraph 5 of the Swiss Merger Act, whereby the remaining public shareholders of Syngenta would be compensated (in cash or otherwise) and not receive any shares in the surviving company. A minority shareholder subject to the squeeze-out merger may seek to claim, within two months of the publication of the squeeze-out merger, that the consideration offered in such squeeze-out merger is inadequate and petition a competent Swiss court to determine what consideration is adequate.

In the event that ChemChina and/or its subsidiaries hold less than 90% of the voting rights in Syngenta after the consummation of the Offers, ChemChina and CNAC Saturn (NL) may consider, depending on the circumstances, purchasing additional Shares from remaining shareholders of Syngenta and/or combining relevant portions of their relevant businesses with Syngenta through a contribution in kind to Syngenta of assets, businesses or shareholdings in connection with a capital increase. In the event of such a transaction, the pre-emptive rights of the shareholders of Syngenta would be withdrawn and new Shares issued only to the contributing company. Furthermore, CNAC Saturn (NL) may consider implementing one or several other transactions under the Swiss Merger Act.

As a result of the transactions described in this Statement and as soon as practicable after the consummation of the Offers, ChemChina intends to cause Syngenta to delist the Common Shares and ADSs from the SIX Swiss Exchange and the New York Stock Exchange, respectively (after which there will be no public market for the Shares), to suspend certain of its disclosure and reporting obligations and to terminate its registration under the Act.

References to, and descriptions of, the Transaction Agreement as set forth herein are not intended to be complete and are qualified in their entirety by reference to the Transaction Agreement, a copy of which is included as Exhibit 1 to this Statement and which is incorporated by reference in this Item 4 in its entirety.

The information set forth, or incorporated by reference, in Items 2, 3 and 4 of this Statement and the responses of the Reporting Persons to Rows 7 through 11 and Row 13 of the cover pages of this Statement are hereby incorporated by this reference in this Item 5.

13

(a) — (b) CNAC Saturn (NL) is the direct record owner or may be deemed to be the beneficial owner of 75,925,206 Shares (not including 449,326 Shares tendered as of May 17, 2017 in the Subsequent Offer Period), representing approximately 82.2% of the Shares (excluding treasury shares held by Syngenta or its subsidiaries).

Except as set forth above, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of Scheduled Persons, has power to vote or to direct the vote or to dispose or direct the disposition of any Shares.

(c) Except as described in this Statement, no transactions in Shares were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any Scheduled Person, during the 60 days prior to the date hereof.

(d) Except as described in this Statement, to the knowledge of the Reporting Persons, none of the Reporting Persons nor any Scheduled Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.

(e) Not applicable.

The information set forth under Items 3, 4 and 5 of this Statement is incorporated herein by reference. Except as disclosed in this Statement or as set forth in or contemplated in the Transaction Agreement, there are no contracts, understandings or relationships between the Reporting Persons and any third person with respect to the Shares.

14

15

16

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: May 18, 2017

17

18

EXHIBIT INDEX

19

20

SCHEDULE I

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CNAC SATURN (NL) B.V.

The name, current principal occupation or employment of each director and executive officer of CNAC Saturn (NL) are set forth below. The business address of each director and officer is CNAC Saturn (NL) B.V., Amstelveenseweg 760, Amsterdam, 1081 JK, Netherlands. Each of Mr. Lu and Mr. Chen is a citizen of the People’s Republic of China and Ms. Spreeuwers is a citizen of the Netherlands. Directors are identified by an asterisk.

21

SCHEDULE II

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CNAC CENTURY (LUX) S.À.R.L.

The name, current principal occupation or employment of each director and executive officer of CNAC Century (LUX) are set forth below. The business address of each director and officer is CNAC Century (LUX) S.à r.l., 5, rue Guillaume Kroll, L-1882 Luxembourg. Each of Mr. Lu and Mr. Chen is a citizen of the People’s Republic of China, Mr. Davezac is a citizen of Luxembourg and Ms. Gérardy is a citizen of Belgium. Directors are identified by an asterisk.

22

SCHEDULE III

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CNAC SATURN (HK) COMPANY LIMITED, CNAC CENTURY (HK) COMPANY LIMITED, CNAC (HK) INVESTMENT COMPANY LIMITED AND CNAC (HK) HOLDINGS COMPANY LIMITED

The name, current principal occupation or employment of each director and executive officer of CNAC Saturn (HK), CNAC Century (HK), CNAC (HK) Investment and CNAC (HK) Holdings are set forth below. The business address of each director and officer is CNAC Saturn (HK) Company Limited / CNAC Century (HK) Company Limited / CNAC (HK) Investment Company Limited / CNAC (HK) Holdings Company Limited, 17/F, Shing Lee Commercial Building, 6-12 Wing Kut Street, Central, Hong Kong. All directors and executive officers listed below are citizens of the People’s Republic of China. Directors are identified by an asterisk.

23

SCHEDULE IV

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CHINA NATIONAL AGROCHEMICAL CORPORATION

The name, current principal occupation or employment of each director and executive officer of CNAC are set forth below. The business address of each director and officer is China National Agrochemical Corporation, No. 62 Beisihuanxilu, Haidian District, Beijing, China 100080. All directors and executive officers listed below are citizens of the People’s Republic of China. Directors are identified by an asterisk. Unless otherwise indicated, the titles referenced below refer to titles with CNAC.

24

SCHEDULE V

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CHINA NATIONAL CHEMICAL CORPORATION

The name, current principal occupation or employment of each director and executive officer of ChemChina are set forth below. The business address of each director and officer is China National Chemical Corporation, No. 62 Beisihuanxilu, Haidian District, Beijing, China 100080. All directors and executive officers listed below are citizens of the People’s Republic of China. Directors are identified by an asterisk. Unless otherwise indicated, the titles referenced below refer to titles with ChemChina.

25

26