[SYNUTRA INTERNATIONAL, INC. 2008 STOCK INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Synutra International, Inc. 2008 Stock Incentive Plan (this “ Plan ”) of Synutra International, Inc., a Delaware corporation (the “ Corporation ”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of awards] [FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): June 11, 2008 SYNUTRA INTERNATIONAL, INC. Delaware 001-33397 13-4306188 (State or other jurisdiction of incorporation) (Commission (IRS Employer Identification No.) 2275 Research Blvd., Suite 500, Rockville, MD 20850 es) (ZIP Code) (301) 840-3888 N/A (Former name or former address, if changed since last report) o o o o]

[___________________________ FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): June 16, 2008 SYNUTRA INTERNATIONAL, INC. Delaware 001-33397 13-4306188 (State or other jurisdiction of incorporation) (Commission (IRS Employer Identification No.) 2275 Research Blvd., Suite 500, Rockville, MD 20850 es) (ZIP Code) (301) 840-3888 N/A (Former name or former address, if changed since last report) o o o]

[PAGE PART I ITEM 1. BUSINESS 2 ITEM 1A. RISK FACTORS 25 ITEM 1B. UNRESOLVED STAFF COMMENTS 45 ITEM 2. PROPERTIES 45 ITEM 3. LEGAL PROCEEDINGS 47 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 47 PART II ITEM 5. 47 ITEM 6. SELECTED FINANCIAL DATA 49 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND] [EX-4.1 2 dex41.htm STOCK CERTIFICATE] [EMPLOYMENT AGREEMENT Party A (Employer) Address: Room 2903, Tower A, No 39, East 3rd Ring Road, Chaoyang District, Beijing Party B (Employee): ID Number: Party A: Legal Representative (or Person in Charge): Liang Zhang Company address: Room 2903, Tower A, No 39, East 3rd Ring Road, Chaoyang District, Beijing Party B: Liang Zhang China Nationality: Number of ID (or other] [No. EMPLOYMENT AGREEMENT Party A (Employer) Type of Registration: Wholly-foreign Owned Enterprise Address: Qingdao Free Trade Zone Party B (Employee): Date of Birth: ID Number: Address: Labor Law of the People’s Republic of China Adhering to the principle of voluntariness and equality and in accordance with the I. Term and Place of Performance of Employment Agreement Article 1] [EMPLOYMENT AGREEMENT Party A (Employer) Address: Room 2903, Tower A, No 39, East 3rd Ring Road, Chaoyang District, Beijing Party B (Employee): ID Number: Party A: Legal Representative (or Person in Charge): Liang Zhang Company address: Room 2903, Tower A, No 39, East 3rd Ring Road, Chaoyang District, Beijing Party B: William W. Wu U.S. Nationality: Number of ID (or] [EMPLOYMENT AGREEMENT Party A (Employer) Address: Room 2903, Tower A, No 39, East 3rd Ring Road, Chaoyang District, Beijing Party B (Employee): ID Number: Party A: Legal Representative (or Person in Charge): Liang Zhang Company address: Room 2903, Tower A, No 39, East 3rd Ring Road, Chaoyang District, Beijing Party B: Weiguo Zhang U.S. Nationality: Number of ID (or other] [EMPLOYMENT AGREEMENT Party A (Employer) Type of Registration: Wholly-foreign Owned Enterprise Address: No. 1358, Century Avenue, Haibin Industrial Park, Jiaonan Party B (Employee): Date of Birth: ID Number: Address: Labor Law of the People’s Republic of China Adhering to the principle of voluntariness and equality and in accordance with the I. Term and Place of Performance of Employment Agreement Article] [SYNUTRA INTERNATIONAL, INC. CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS The Company has a Code of Business Conduct and Ethics (the “Code”), which includes provisions for honest and ethical conduct. The Code applies to all of the Company’s officers and employees. As a supplement to the Code, the Company’s Chief Executive Officer, Chief Financial Officer, and] [List of Subsidiaries of Synutra International, Inc. Subsidiary Jurisdiction Synutra, Inc. Illinois Qingdao Sheng Yuan Dairy Co., Ltd. China Sheng Yuan Nutritional Food Co., Ltd. China Luobei Sheng Yuan Dairy Co., Ltd. China Zhangjiakou Sheng Yuan Dairy Co., Ltd. China Inner Mongolia Sheng Yuan Food Co., Ltd. China Mei Tai Technology (Qingdao) Co., Ltd. China Heilongjiang Baoquanling Sheng Yuan Dairy] [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, Lawrence Lee, 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] [SYNUTRA INTERNATIONAL, INC. Certification]