Merger Clearances and Other  Approvals: All waiting periods applicable to the acquisition of  the Company by the Offeror shall have expired or been terminated and all  competent merger control and other authorities and, if applicable, courts  shall have approved the Offer, its Settlement and the acquisition of the  Company by the Offeror, without imposing any condition or undertaking on  ChemChina and | or the Company and | or any of their respective Subsidiaries  or making their approvals subject to the satisfaction of any condition or  undertaking that, individually or together with any other condition or  undertaking that is relevant under this condition D.1(b) or  condition D.1(c)(i), in the opinion of an independent accounting firm or  investment bank of international repute to be appointed by the Offeror (an Independent Expert), would reasonably be  expected to cause a Regulatory Material Adverse Effect on ChemChina and | or  the Company and | or any of their respective Subsidiaries. A Regulatory  Material Adverse Effect shall mean a reduction of the consolidated sales of one year of  USD 2.68 billion or more.

(c)

Committee on Foreign  Investment in the United States (CFIUS) and Other Foreign Investment  Control Approvals: Neither CFIUS nor any other authority supervising or controlling  foreign investment in any jurisdiction shall have imposed any condition or  undertaking on ChemChina, Syngenta or any of their Subsidiaries that, in the  opinion of an Independent Expert, (i) individually or together with any  other condition or undertaking that is relevant under condition D.1(b)  or this condition D.1(c)(i), would reasonably be expected to cause a  Regulatory Material Adverse Effect on ChemChina and | or the Company and | or  any of their respective Subsidiaries, or (ii) removes (x) all  oversight, management and control by ChemChina, its Subsidiaries (excluding  Syngenta and its Subsidiaries) and their representatives over, or  (y) all physical and other access by them to, assets, books and records,  businesses or operations of Syngenta or any of its Subsidiaries which  contributed to consolidated sales of the Syngenta group an amount of  USD 1.54 billion or more in the financial year 2015.

(d)

No Injunction: No judgment, decision, order  or other authoritative measure shall have been issued preventing, prohibiting  or declaring illegal the Offer or its consummation.

(e)

No Company Material Adverse  Effect:  By the end of the (possibly extended) Offer Period, no circumstances or  events shall have occurred, and no circumstances or events shall have been  disclosed by the Company or otherwise come to the Offeror’s attention which,  individually or together with any other circumstances or events that are  relevant under this condition D.1(e), have a Company Material Adverse  Effect on the Syngenta group. A Company Material Adverse Effect shall mean a reduction of  the consolidated sales of one year of USD 1.34 billion or more.