[3,300,000 Shares SYNUTRA INTERNATIONAL, INC. Common Stock (par value US$0.0001 per share) EQUITY UNDERWRITING AGREEMENT OPPENHEIMER & CO. INC. 300 MADISION AVENUE NEW YORK, NY 10017 USA ROTH CAPITAL PARTNERS, LLC 24 CORPORATE PLAZA NEWPORT BEACH, CA 92660 USA As Representatives of the several Underwriters Schedule I named in Ladies and Gentlemen: Company Underwriters Firm Shares Common Stock Optional Shares] [OPINION AND CONSENT OF DAVIS POLK AND WARDWELL LLP June 30, 2010 2275 Research Blvd., Suite 500 Rockville, Maryland 20850 Ladies and Gentlemen: Company Registration Statement Securities Act Common Stock We have acted as counsel for Synutra International, Inc., a Delaware corporation (the “ We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction,] []

[3,300,000 Shares SYNUTRA INTERNATIONAL, INC. Common Stock (par value US$0.0001 per share) EQUITY UNDERWRITING AGREEMENT OPPENHEIMER & CO. INC. 300 MADISION AVENUE NEW YORK, NY 10017 USA ROTH CAPITAL PARTNERS, LLC 24 CORPORATE PLAZA NEWPORT BEACH, CA 92660 USA As Representatives of the several Underwriters Schedule I named in Ladies and Gentlemen: Company Underwriters Firm Shares Common Stock Optional Shares] [OPINION AND CONSENT OF DAVIS POLK AND WARDWELL LLP June 30, 2010 2275 Research Blvd., Suite 500 Rockville, Maryland 20850 Ladies and Gentlemen: Company Registration Statement Securities Act Common Stock We have acted as counsel for Synutra International, Inc., a Delaware corporation (the “ We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction,] []

[FORM 10-K x For the fiscal year ended March 31, 2010 OR o For the transition period from SYNUTRA INTERNATIONAL, INC. DELAWARE 13-4306188 (State or Other Jurisdiction of Incorporation or Organization) I.R.S. Employer Identification No. 2275 Research Blvd., Suite 500 Rockville, Maryland 20850 (301) 840-3888 Title of Each Class Name of Each Exchange on Which Registered Common Stock $0.0001 Par] [EMPLOYMENT AGREEMENT Party A (Employer) Address: No. 106, Dongluyuan, Tongzhou District, Beijing Party B (Employee): ID Number: 110106196002130076] [EMPLOYMENT AGREEMENT Party A (Employer) Address: No. 106, Dongluyuan, Tongzhou District, Beijing Party B (Employee):] [EMPLOYMENT AGREEMENT Party A (Employer) Address: No. 106, Dongluyuan, Tongzhou District, Beijing Party B (Employee): ID Number:] [EMPLOYMENT AGREEMENT Party A (Employer) Address: No. 106, Dongluyuan, Tongzhou District, Beijing Party B (Employee): ID Number: 120104197109096836] [Exclusive Consulting and Service Agreement This Exclusive Consulting and Service Agreement (this “Agreement”) is entered into in Qingdao of China as of July 20, 2008 by and among the Following Parties: Party A: Shengyuan Nutritional Food Co., Ltd. Address: Party B: Beijing Shengyuan Huimin Technology Service Co., Ltd. Address: Whereas: 1. Validly existing and lawfully established within the territory of] [Business Operating Agreement th The business operating agreement (hereinafter “this agreement”) is entered into between the following Parties (hereinafter “the parties to this agreement”) on July 20 Party A: Shengyuan Nutritional Food Co., Ltd. Address: Party B: Address: Beijing Shengyuan Huimin Technology Service Co., Ltd. Party C: Jibin Zhang, ID No: 370223196408110032 Address: Yunpeng Jiang, ID No: 231026196305045811 Whereas: 1.] [Equity Disposal Agreement Equity Disposal Agreement Agreement Parties of the Agreement This Party A: Shengyuan Nutrition Food Co., Ltd. Address: Party B: ID card number: 370223196408110032 Shareholder A: Zhang Jibin, Address: Shareholder B: Jiang Yunpeng , ID card number: 231026196305045811 Address: Party C: Beijing Shengyuan Huimin Technology Service Co., Ltd. Address: Whereas, 1. Party A is a wholly-owned foreign enterprise] [Share Pledge Agreement Share Pledge Agreement This Party A: Shengyuan Nutritional Foods Co., Ltd. Address: Party B: Shareholder A: Zhang Jibin, ID No.: 370223196408110032 Address: Shareholder B: Jiang Yunpeng, ID No.: 231026196305045811 Address: Whereas: 1. Party A is a validly existing exclusively foreign-owned enterprise registered and legally established in the PRC and its legal effective registration No. is: ; 2.] [Share-holding Entrustment Agreement This entrustment agreement (hereinafter called as “this agreement”) was signed by following parties (hereinafter called as “agreement parties) in Qingdao, China on July 20, 2008. Party A: Shengyuan Nutritional Food Co., Ltd. (“Shengyuan Nutrition”) Address: Seashore Industrial Park, Jiaonan, Qingdao Natural person A: Jiang Yunpeng; ID card No.: 231026196305045811 Natural person B: Zhang Jibin; ID card No.:] [Share-holding Entrustment Agreement Agreement PRC This Share-holding Entrustment Agreement (this “ Consignors: Natural person A: Yunpeng Jiang:a PRC citizen with ID card number: 231026196305045811 Natural person B: Jibin Zhang: a PRC citizen with ID card number: 370223196408110032 (The above parties hereinafter shall be collectively referred to as the “Party A”.) Consignee: Beijing Honnete Dairy Co., Ltd. (“Party B”) Interested party:] [Organization chart SYNUTRA INTERNATIONAL, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended March 31, 2010 2009 2008 2007 2006 (In thousands, except ratios) Fixed charges: Interest expense $ $ $] [Subsidiaries of Synutra International, Inc. Subsidiary Jurisdiction Synutra, Inc. Illinois Shengyuan Nutritional Food Co., Ltd. China Heilongjiang Mingshan Dairy Co., Ltd., previously known as Luobei Shengyuan Dairy Co., Ltd. China Zhangjiakou Shengyuan China Inner Mongolia Shengyuan Food Co., Ltd. China Meitek Technology (Qingdao) Co., Ltd., previously known as Mei Tai Technology (Qingdao) Co., Ltd. China Heilongjiang Baoquanling Shengyuan Dairy Co.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-163677 on Form S-3 of our reports dated June 9, 2010, relating to the consolidated financial statements and financial statement schedules of Synutra International, Inc. and subsidiaries (the "Company") (which report expressed an unqualified opinion on the financial statement and financial statement] [CERTIFICATION I, Liang Zhang, certify that: 1. I have reviewed this annual report on Form 10-K of Synutra International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, Joseph Chow, certify that: 1. I have reviewed this annual report on Form 10-K of Synutra International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [SYNUTRA INTERNATIONAL, INC. Certification Liang Zhang Chief Executive Officer] [SYNUTRA INTERNATIONAL, INC. Certification Joseph Chow Interim Chief Financial Officer]

[Synutra Reports Financial Results for the Fourth Quarter and Full Year Fiscal 2010 4Q10 Net Sales Up 13.4% to $82.4 Million from the Prior Year Period 4Q10 Net Income of $9.1 Million, or $0.17 per Diluted Share Qingdao, China and Rockville, Md. – June 9, 2010 -- Fourth Quarter Fiscal 2010 Financial Highlights • Net sales up 13.4% to $82.4] []