UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D/A 

UNDER SECURITIES EXCHANGE ACT OF 1934 

(Amendment No. 5)*

SYNUTRA INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, Par Value US$0.0001 Per Share 

(Title of Class of Securities)

87164C 10 2 

(CUSIP Number)

Liang Zhang 

103 Dong Lu Yuan 

Tongzhou District, Beijing 101101 

People’s Republic of China 

+86 10 5801 6800  

(Name, Address and Telephone Number of Person 

Authorized to Receive Notices and Communications)

March 10, 2016 

(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 of Rule 13d-1 (e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7(b) for other parties to whom copies are to be sent.

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 (the “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).

Introductory Note

This Amendment No. 5 to Schedule 13D amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on July 25, 2005, as previously amended and supplemented by amendments to Schedule 13D filed on January 11, 2008, April 30, 2008, January 15, 2016 and February 1, 2016 (as so amended, the “Original Schedule 13D”), jointly by Beams Power Investment Limited (“Beams”), Mr. Liang Zhang (“Mr. Zhang”) and Ms. Xiuqing Meng (“Ms. Meng”, and together with Beams and Mr. Zhang, the “Reporting Persons”).

This Amendment No. 5 is being filed because the Reporting Persons entered into a Note Purchase Agreement, dated March 2, 2016, with FNOF Sharing Economy Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“FNOF”), pursuant to which Beams will issue to FNOF a convertible exchangeable note in the principal amount of US$60 million.

Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein have meanings as assigned thereto in the Original Schedule 13D unless defined herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

“On March 2, 2016, the Reporting Persons and FNOF Sharing Economy Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“FNOF”) entered into a note purchase agreement (the “NPA”), pursuant to which Beams agreed to sell and FNOF agreed to purchase a convertible exchangeable note in a principal amount of US$60 million (the “2016 Note”). The Note will be guaranteed by Ms. Meng and Mr. Zhang in favor of FNOF (the “Guarantee”) and will be secured by (a) a deed of share charge granted by Ms. Meng in respect of all ordinary shares of Beams in favor of FNOF (the “Beams Share Charge”) and (b) a pledge agreement in respect of all shares of common stock in the capital of the Issuer (the “Listco Shares”) held by Beams in favor of FNOF (the “Listco Share Pledge”). The Reporting Persons and FNOF will also enter into a securities holders’ agreement concurrently with the issuance of the 2016 Note (the “Securities Holders’ Agreement”).

Terms of the Note Purchase Agreement

Pursuant to the NPA, FNOF agreed to purchase from Beams and Beams agreed to sell and issue the 2016 Note.  Beams is required under the NPA to apply all of the proceeds from the issuance of the 2016 Note to repay outstanding amounts owing under a facility agreement entered into between Beams as borrower, Deutsche Bank AG, Hong Kong Branch as facility agent and other parties on February 21, 2014. The NPA may be terminated by FNOF prior to the completion of the purchase of the 2016 Note if, among others, any conditions precedent to obligations of FNOF listed in the NPA has not been fulfilled or waived on or prior to the date that is two months after March 18, 2016, the target completion date.

Terms of the 2016 Note

The 2016 Note will mature on the third anniversary of its original date of issuance (the “Maturity Date”). It will bear an annual interest of 10.0% prior to the completion of an acquisition by Beams of all the Listco Shares not owned by Beams (a “Going Private Transaction”), payable by Beams on a quarterly basis from the original date of issuance of the 2016 Note, to but excluding the date on which the entire principal amount of the 2016 Note has been redeemed, converted or exchanged in accordance with the terms of the 2016 Note. On and after the completion of a Going Private Transaction, the 2016 Note will cease to accrue interest.

The 2016 Note, subject to other terms and conditions provided therein, will be (i) convertible into ordinary shares of Beams in accordance with the formulas set forth in the 2016 Note after completion of a Going Private Transaction and on or prior to the Maturity Date, or (ii) convertible into ordinary shares of Beams on the Maturity

Date if a Going Private Transaction has not been completed by the Maturity Date, or (iii) exchangeable into Listco Shares on the Maturity Date if a Going Private Transaction has not been completed by the Maturity Date at an exchange price of US$5.91 minus any cash dividends declared prior to the transfer of such Listco Shares to FNOF, subject to further adjustment in accordance with the terms of the 2016 Note. If there is any principal amount of the 2016 Note outstanding on the Maturity Date (not including any principal amount in respect of which FNOF has exercised its right to convert or exchange), Beams will be required to redeem them by paying the outstanding principal thereof plus an amount that would yield an internal rate of return of 18.0% on such principal amount.

Terms of the Guarantee and Security Documents for the Note

Pursuant to the Guarantee, both of Ms. Meng and Mr. Zhang will irrevocably and unconditionally guarantee the punctual payment and due performance of all obligations incurred by each Reporting Person in connection with the NPA, the 2016 Note and the other transaction documents (collectively, the “Transaction Documents”). If any Reporting Person does not pay or perform any of its obligations that become due, any of Ms. Meng and Mr. Zhang shall within five business days of demand do so as if he/she were the principal obligor.  

Pursuant to the Beams Share Charge, Ms. Meng will charge by way of first fixed equitable charge all of the ordinary shares issued by Beams and owned by Ms. Meng as security for the full and punctual performance of all present and future obligations and liabilities of any Reporting Person to FNOF under the Transaction Documents.  The charge will become enforceable upon an Event of Default (as defined in the 2016 Note) that has occurred and is continuing and shall be released only upon the due payment or satisfaction in full of the secured obligations thereunder or with the consent of FNOF.  

Pursuant to the Listco Share Pledge, Beams will pledge all shares, securities and other ownership interests in the Issuer now or thereafter owned by Beams as collateral security for the prompt payment and due performance of all obligations and liabilities of any Reporting Person under the Transaction Documents. Subject to certain limitations, Beams will be entitled to exercise the voting and other consent rights pertaining to the pledged Listco Shares until the occurrence of an Event of Default that is continuing, following which such rights shall become vested in FNOF upon written request from FNOF to Beams.  The Listco Share Pledge shall remain in force until the irrevocable and indefeasible payment in full of all secured obligations thereunder.

Terms of the Securities Holders’ Agreement

Pursuant to the Securities Holders’ Agreement, both of Ms. Meng and Mr. Zhang will agree to certain restrictions on the transfer of their Beams shares as well as be subject to a right of first refusal and right of first sale for the benefit of FNOF. FNOF will also have a preemptive right on issuances of new Beams shares. Upon the earlier of the consummation of a Going Private Transaction and December 31, 2016, FNOF will be entitled to appoint one director to the Beams board of directors, have veto rights over certain reserved matters and have certain information, inspection and other rights. If the 2016 Note is converted into ordinary shares of Beams, FNOF will have the right to require both of Ms. Meng and Mr. Zhang to purchase all or a portion of the ordinary shares of Beams that it holds at an internal rate of return of 15.0% upon the occurrence of certain default-type events and FNOF will be entitled to a liquidation preference over other shareholders of Beams upon the occurrence of certain liquidation-type events.

The descriptions of the NPA, and the forms of the 2016 Note, the Guarantee, the Beams Share Charge, the Listco Share Pledge and the Security Holders’ Agreement which are included as exhibits in the NPA, in this Item 6 are qualified in their entirety by reference to the complete texts of the such documents, as applicable, which have been filed as Exhibit 99.3 to this statement, respectively, and which are incorporated herein by reference in their entirety.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

“Exhibit 99.3: Note Purchase Agreement, dated March 2, 2016, by and among Beams Power Investment Limited, Ms. Xiuqing Meng, Mr. Liang Zhang and FNOF Sharing Economy Limited.”

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.

Date: March 10, 2016

Signature Page to Schedule 13D/A

NOTE PURCHASE AGREEMENT

AMONG

FNOF SHARING ECONOMY LIMITED

BEAMS POWER INVESTMENT LIMITED

MENG XIUQING

AND

ZHANG LIANG

________________________________

Dated March 2, 2016

________________________________

TABLE OF CONTENTS

Page

EXECUTION VERSION

NOTE PURCHASE AGREEMENT (this “Agreement”) made on March 2, 2016

AMONG:

RECITALS:

AGREEMENT:

SECTION 1

INTERPRETATION

“Affiliate” of a Person (the “Subject Person”) means (i) in the case of the Subject Person being a Person other than a natural person, any other Person that directly or indirectly Controls, is directly or indirectly Controlled by or is directly or indirectly under common Control with the Subject Person and (ii)

in the case of the Subject Person being a natural person, any other Person that is a Relative of the Subject Person or is directly or indirectly Controlled by the Subject Person. In the case of a Lender that is a special purpose vehicle owned by an investment fund, an “Affiliate” of the Lender includes (a) such investment fund, (b) any of such investment fund’s general partners or limited partners, (c) the fund manager managing such investment fund (and general partners, limited partners and officers thereof), (d) the spouses, lineal descendants and heirs of individuals referred to in (b) or (c), (e) trusts Controlled by or for the benefit of any such individuals referred to in (b) and (c) or another special purpose vehicle owned by such investment fund, (f) any other investment fund managed by the fund manager referred to in (c) or its management team, and (g) an entity owned or managed by the management team of the fund manager referred to in (c), and any Affiliate of such entity referred to in (a) through (g).

“Basic Documents” means this Agreement, the Securities Holders’ Agreement, the Note, the Share Pledges and the Guarantee.

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Beijing or the HKSAR are required or authorized by law or executive order to be closed or on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. Hong Kong time.

“China” or “PRC” means mainland China and for the purposes of this Agreement excludes the HKSAR, the Macau Special Administrative Region and Taiwan.

“Collective Warranties” means the representations, warranties and undertakings of the Warrantors set forth in Schedule 2.

“Company Charter Documents” means, collectively, the Memorandum of Association and Articles of Association of the Company (as amended from time to time).

“Completion Date” means the date and time at which Completion takes place.

“Completion” means the completion of the purchase of the Note.

“Control” of a Person means (i) ownership of more than 50% of the shares in issue or other equity interests or registered capital of such Person or (ii) the power to direct the management or policies of a Person, whether through the ownership of more than 50% of the voting power of such Person, through the power to appoint a majority of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise.

“Financial Year” means the financial year of Listco, which ends on March 31, and of the Company, which ends on March 31.

“Governmental Authority” means any government or political subdivision thereof; any department, agency or instrumentality of any government or political subdivision thereof; any court or arbitral tribunal; and the governing body of any securities exchange, in each case having competent jurisdiction.

“Guarantee” means the personal guarantee to be granted by the Controlling Shareholders in favor of the Lender in substantially the form set forth as Exhibit B hereto.

“HKSAR” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Lender Warranties” means the representations, warranties and undertakings of the Lender set forth in Schedule 3.

“Listco Financial Statements” means the audited financial statements of Listco for the Financial Years ending March 31, 2013, 2014 and 2015 and interim financial statements of the Listco for the first three quarters of 2015.

“Listco Group” means collectively Listco and all Subsidiaries of Listco, and “Listco Group Member” means any of them.

“Ordinary Shares” means the ordinary shares, par value US$1.00 per share, in the capital of the Company.

“Party” or “Parties” means any signatory or the signatories to this Agreement and any Person who subsequently becomes a party to this Agreement as provided herein.

“Person” means any natural person, firm, company, Governmental Authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).

“Related Party” means (i) any shareholder of the Company or any Listco Group Member, (ii) any director of the Company or any Listco Group Member, (iii) any senior officer of the Company or any Listco Group Member, (iv) any Relative of such shareholder, director or senior officer of the Company or any Listco Group Member, (v) any Person in which any shareholder, director or senior officer of the Company or any Listco Group Member has any interest, other than a collective passive shareholding of less than 10% in a publicly listed company held by all shareholders, directors and senior officers of the Company or any Listco Group Member, or over which a Related Party exercises, or all Related Parties together can exercise, Control or significant influence through voting, position or ownership and (vi) any other Affiliate of the Company or any Listco Group Member.

“Relative” of a natural person means the spouse of such person and any parent, grandparent, child, grandchild, sibling, uncle, aunt, nephew, niece or great-grandparent of such person or spouse.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Securities Holders’ Agreement” means the Securities Holders’ Agreement of the Company entered into by the Lender, the Company and the Controlling Shareholders in substantially the form set forth hereto as Exhibit F on the Completion Date.

“Share Pledge” means each of (i) the share pledge granted by MENG Xiuqing in substantially the form set forth hereto as Exhibit C in respect of the Ordinary Shares of the Company (the “ British Virgin Islands Share Pledge ”), and (ii) the share pledge granted by the Company in substantially the form set forth hereto as Exhibit D in respect of certain shares of common stock of Listco (the “Listco Share Pledge”), in each case in favor of the Lender on or before the Completion Date.

“Subsidiaries” means, with respect to any given Person, any other Person that is not a natural person and that is Controlled by such given Person; provided that for the avoidance of doubt, the Subsidiaries of the Company shall be deemed to include any variable interest entity directly or indirectly Controlled by the Company and all the Persons Controlled by such entity.

“Target Completion Date” means March 18, 2016.

“US$” means United States Dollars, the lawful currency of the United States of America.

“Warranties” means the Collective Warranties and the Lender Warranties.

“Warrantors” means collectively the Controlling Shareholders and the Company.

SECTION 2

PURCHASE OF NOTE

SECTION 3

CONDITIONS PRECEDENT TO COMPLETION

Ordinary Shares issuable upon conversion of the Note, or any portion thereof, solely for the purpose of issue or delivery upon such conversion; and

SECTION 4

COMPLETION

SECTION 5

REPRESENTATIONS; WARRANTIES; UNDERTAKING; POST-CLOSING

COVENANTS

all references therein to the date of this Agreement were references to the Completion Date.

SECTION 6

CONFIDENTIALITY; RESTRICTION ON ANNOUNCEMENTS

existence, provisions or subject matter of this Agreement (“Confidential Information”); and

this Agreement without obtaining the prior written consent of the Company and the Lender; nor shall the name of the Lender or any of its Affiliate or the Company or any other Listco Group Member, as the case may be, be used in such press release or public announcement without obtaining in each instance the prior written consent of the Lender or the Company, as applicable.

SECTION 7

STAMP DUTIES; FEES AND EXPENSES

SECTION 8

INDEMNIFICATION

SECTION 9

TERMINATION

SECTION 10

NOTICES

delivering party; (b) if sent by post within the same country, on the fifth Business Day following posting, and if sent by post to another country, on the seventh Business Day following posting; and (c) if given or made by fax or email, upon dispatch and the receipt of a transmission report confirming dispatch.

SECTION 11

MISCELLANEOUS

SECTION 12

GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; WAIVER

OF JURY TRIAL

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

LEGAL COUNSEL. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 12.4 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[Signature pages follow]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

FNOF SHARING ECONOMY LIMITED

[Signature Page to the Note Purchase Agreement]

BEAMS POWER INVESTMENT LIMITED

[Signature Page to the Note Purchase Agreement]

[Signature Page to the Note Purchase Agreement]

[Signature Page to the Note Purchase Agreement]

SCHEDULE 1

PARTICULARS OF THE COMPANY

SCHEDULE 2

COLLECTIVE WARRANTIES

Capitalized terms used in this Schedule 2 but not otherwise defined herein or in Appendix 1 attached to this Schedule 2 shall have the same meanings ascribed to them in the main body of this Agreement.

Section 1 Corporate Matters

(i) Each of the Company and the Listco Group Members are duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(ii) Listco is a corporation duly incorporated under the laws of Delaware and validly existing under the laws of its jurisdiction of incorporation and whose common stock is listed on The NASDAQ Global Select Market on the date of this Agreement.

(iii) Each of the Company and the Listco Group Members have the power to own its assets and carry on its business as they are being conducted.

(i) The particulars of the Company’s share capital set forth in Schedule 1 are a true, complete and correct description of the share capital of the Company.

(ii) As of date hereof, the Controlling Shareholders indirectly owned 63.50% of the issued share capital of Listco. The organization chart of Listco contained in Listco’s annual report filed on Form 10-K on June 12, 2015 contains a complete and accurate list of the Subsidiaries of Listco in the PRC.

(iii) The Company has no Subsidiaries other than the Listco Group Members.

(iv) The Company has not (a) engaged in any business activities or conducted any operations, or (b) taken any action that would cause it to have any obligation, loss, charge, indebtedness, indemnities or other liabilities, whether absolute or contingent, in each case other than (x) in connection with the transactions expressly contemplated or permitted by the Facility Agreement or any Basic Document, (y) any routine or administrative actions or (z) the take-private transactions announced by the Controlling Shareholders on or prior to the date of this Agreement.

(v) All of the outstanding capital stock or registered capital (as the case may be) of, or other equity or voting interest in, the Company (i) have been duly

authorized, validly issued and are fully paid and non-assessable and (ii) are owned, directly or indirectly, by its shareholder Ms Meng Xiuqing, free and clear of all Liens (other than Permitted Liens) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation of the Company’s business as presently conducted.

(vi) All of the outstanding capital stock or registered capital (as the case may be) of, or other equity or voting interest in, Listco have been duly authorized, validly issued and are fully paid and nonassessable and (ii) up to 63.50% in the issued share capital of Listco is owned, directly or indirectly, by the Company, free and clear of all Liens (other than Permitted Liens) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation of the Listco’s business as presently conducted.

(vii) Except as set forth in Schedule 1 and except as disclosed in the Listco SEC Reports, as of the date hereof, there are (i) no authorized, issued or outstanding shares of, or other equity or voting interest in, the Company or Listco, (ii) (other than the Note to be issued on the Completion Date) no outstanding securities of the Company or any Listco Group Member convertible into or exchangeable for shares of, or other equity or voting interest in, the Company or Listco (as applicable), (iii) (other than the Note to be issued on the Completion Date) no outstanding subscriptions, options, warrants, rights or other commitments or agreements to acquire from the Company or Listco or that obligates the Company or Listco, to issue any shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of, or other equity or voting interest in, the Company or Listco, (iv) (other than the Note to be issued on the Completion Date) no obligations of the Company or Listco to grant, extend or enter into any subscription, option, warrant, right, convertible or exchangeable security or other commitment relating to any shares of, or other equity or voting interest (including any voting debt) in, the Company or such Listco Group Member (the items in clauses (i), (ii), (iii) and (iv), together with the shares of the Company or any Listco Group Member, being referred to collectively as “Group Securities”), and (v) no other obligations of the Company or any Listco Group Member to make any payments based on the price or value of any Group Securities. As of the date hereof, neither the Company nor any Listco Group Member is a party to any Contract which obligates the Company or such Listco Group Member to repurchase, redeem or otherwise acquire any Group Securities, except pursuant to the terms of the Basic Documents.

(viii) The issuance, grant or transfer of all of the outstanding capital stock or registered capital (as the case may be) of, or other equity or voting interest in, the Company or Listco have been properly authorized and documented and none of which is subject to any dispute or claim by any Person that is pending or, to the Knowledge of the Warrantors, threatened against the Company or Listco.

Section 2 Listco SEC Reports. Since April 1, 2012, Listco has filed or furnished, as applicable, all registration statements, prospectus, forms, reports, schedules, definitive proxy statements and documents with the SEC that have been required to be filed or furnished by it under applicable Laws (all such forms, reports and documents filed or furnished since April 1, 2012 and those filed or furnished

subsequent to the date hereof, together with all exhibits and schedules and amendments thereto, the “Listco SEC Reports”). As of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing), (i) each Listco SEC Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Listco SEC Report was filed, and (ii) each Listco SEC Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Listco SEC Reports filed prior to the date hereof and prior to the Completion Date have been furnished to the Lender or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EDGAR) database of the SEC. None of the Listco Group Members (other than Listco) is required to file any forms, reports or other documents with the SEC. As of the date of this Agreement, none of the Listco SEC Reports is the subject of outstanding written SEC comments. There have been no material changes to the information contained in such SEC Reports, as of the date hereof or as of the Completion Date.

Section 3 Listco Financial Statements; Sarbanes-Oxley; Internal Accounting Controls.

(a) The audited and unaudited consolidated financial statements (including, in each case, any notes and schedules thereto) of Listco included (or incorporated by reference) in the Listco SEC Reports (i) have complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be expressly indicated in the notes thereto or in the case of the unaudited statements, the exclusion of certain notes in accordance with the published rules promulgated by the SEC), and (iii) fairly present, in all material respects the consolidated financial position of Listco as of the dates thereof and the consolidated results of operations, changes in shareholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments that were not, or will not be, material in the aggregate).

(b) Listco maintains a process of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Listco’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements of Listco for external purposes in accordance with GAAP. Neither Listco nor its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in its internal control over financial reporting, in each case which has not been subsequently remediated since April 1, 2012. There is no fraud, whether or not material, that involves the management of Listco or other employees who have a significant role in the internal controls over financial reporting utilized by Listco.

(c) Listco maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Listco’s disclosure controls and procedures are designed to

ensure that material information relating to Listco, including its Subsidiaries, required to be included in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Listco’s chief executive officer and chief financial officer or other persons performing similar functions to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.

Section 4 No Undisclosed Liabilities. Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any Listco Group Member has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances which would be expected to result in such a liability or obligation, except for liabilities or obligations (i) as reflected or recorded on the Listco Balance Sheet or in the notes thereto, (ii) incurred pursuant to the Basic Documents or in connection with the transactions contemplated hereunder and thereunder, (iii) incurred since the Listco Balance Sheet Date in the ordinary course of business or (iv) incurred pursuant to the Facility Agreement and related finance documents.

Section 5 No Activities – Company and Listco. None of the following events has occurred (i) since April 1, 2014 with respect to the Company, or, (ii) since the Listco Balance Sheet Date with respect to Listco (other than as disclosed under the Listco SEC Reports):

(a) any declaration or payment of any dividend, or authorization or payment of any distribution upon or with respect to any class or series of its capital shares or any other equity interest;

(b) except for any indebtedness incurred in the ordinary course of business (including those incurred in connection with the transactions under the Facility Agreement), any incurrence of indebtedness for money borrowed or any other liabilities;

(c) any sale, exchange, assignment, or other disposition of any assets or rights (including any sale of any of the Listco Group Members or their respective Affiliates), other than any such sale, exchange, assignment, or other disposition in the ordinary course of its business, or creation of any encumbrance on any of its assets or rights;

(d) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its assets, properties, financial condition, operating results or business of the Company or Listco (as a whole) as presently conducted;

(e) any waiver of a valuable right or of a material debt owed to it;

(f) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation, except such satisfaction, discharge or payment that is not material to its assets, properties, financial condition, operating results or business;

(g) any material change or amendment to a material contract or arrangement by which the Company or any Listco Group Member is bound or subject;

(h) any material change in any compensation arrangement or agreement with any of its present Senior Managers or directors;

(i) except as would not reasonably be expected to result in a Material Adverse Effect, any resignation or termination of any of its directors or Senior Managers;

(j) any material interruption or alteration in the nature, scope or manner of the business conducted by the Company or Listco (as a whole);

(k) except as would not reasonably be expected to result in a Material Adverse Effect, any failure by the Controlling Shareholders, any Listco Group Member or the Company to pay their respective lenders or creditors when due as required under the relevant arrangements with them;

(l) any other event or condition of any character which would materially and adversely affect its assets, properties, financial condition, operating results or business of the Company or Listco, taken as a whole;

(m) the business of Listco (as a whole) has been conducted, in all material respects, in the ordinary course of business, and there has not been or occurred a Material Adverse Effect; or

(n) any agreement or commitment by the Company or Listco regarding any of the matters in this Section 5.

Section 6 Compliance with Laws. Except as would not reasonably be expected to result in a Material Adverse Effect, the Company and each Listco Group Member are in compliance in all respects with all Law and Orders applicable to the Company or any Listco Group Member.

Section 7 Litigation. As of the date hereof, except as would not reasonably be expected to result in a Material Adverse Effect, there is no Legal Proceeding pending or, to the Knowledge of the Warrantors or except as disclosed in the Listco SEC Reports, threatened against the Company, any of its Subsidiaries or any of the respective shares, security, equity interest, properties or assets of the Company or any of its Subsidiaries. Except as would not reasonably be expected to result in a Material Adverse Effect or except as disclosed in the Listco SEC Reports, neither the Company nor any Listco Group Member nor any share, security, equity interest, property or assets of the Company or any Listco Group Member is subject to any outstanding Order of, settlement agreement or other similar written agreement with, or any investigation by any Governmental Authority that is pending or, to the Knowledge of the Warrantors, threatened against the Company or any Listco Group Member or any of their shares, securities, equity interests, properties or assets.

Section 8 Interested Party Transactions. To the Knowledge of the Warrantors and except as disclosed under the Listco SEC Reports, none of the

directors or officers of the Company or any Listco Group Member, or Persons owning, directly or indirectly, an interest in the voting power of the Company or any Listco Group Member, that gives them significant influence over the Company or any Listco Group Member, or their respective Related Parties (collectively, the “Interested Parties”), has been since the Listco Balance Sheet Date, or is presently, a party to any transaction with the Company or any Listco Group Member which (i) would be required to be reported under Item 404 of Regulation S-K of the SEC (other than for services as officers or directors) or (ii) is otherwise material to a Listco Group Member or the Company (other than employment relationship or serving as a director or officer), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Interested Party other than for (a) payment of salary or fees for services rendered, (b) reimbursement for expenses incurred on behalf of a Listco Group Member or the Company and (c) other employee benefits, including share award agreements under any share incentive plan of any Listco Group Member.

Section 9 Solvency.

(a) Neither the Company nor any Listco Group Member has taken any steps to seek protection pursuant to any bankruptcy Law nor does any Warrantor have any Knowledge or reason to believe that any creditor of the Company or any Listco Group Member intends to initiate involuntary bankruptcy Legal Proceedings or any Knowledge of any fact which would reasonably lead a creditor to do so.

(b) Each of the Company and Listco, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at Completion, will not be, Insolvent.

(c) Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any Listco Group Member is in default in any respect with respect to any indebtedness for borrowed money.

Appendix 1

Definitions of Certain Terms used in Schedule 2

“Assets” means all assets, rights and privileges of any nature and all goodwill associated therewith, including without limitation all rights in respect of Contracts, all Intellectual Property and Equipment.

“Contract” shall mean any written contract, subcontract, agreement, commitment, note, bond, mortgage, indenture, lease, license, permit, concession, franchise, right or other instrument.

“Equipment” means all the plant and machinery, tools and equipment, vehicles and office furniture, computer equipment and accessories and other tangible assets.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

“GAAP” shall mean the accounting principles generally accepted in the United States of America.

“Insolvent” shall mean, with respect to any Person (i) the present fair saleable value of such Person’s consolidated assets is less than the amount required to pay such Person’s total consolidated indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts (on a consolidated basis) that would be beyond its ability to pay as such debts mature (on a consolidated basis) or (iv) such Person (on a consolidated basis) has unreasonably small capital with which to conduct the business as now conducted and is proposed to be conducted.

“Knowledge” of a Warrantor, with respect to any matter in question, shall mean the actual knowledge of such Warrantor (or, if the Warrantor is not a natural person, actual knowledge of any director of such Warrantor and its Subsidiaries) and the constructive knowledge as could have been obtained after due inquiry by any such individuals or the individuals who report directly to such individuals.

“Law” shall mean any and all applicable law, statute, constitution, principle of common law, ordinance, code, rule, regulation, directive, treaty provision, judgment, ruling, governmental guidelines, interpretations or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Legal Proceeding” shall mean any lawsuit, litigation, claim, action, demand letter, hearing, investigation or other similarly legal proceeding brought by or pending before any Governmental Authority.

“Lien” shall mean any lien (including environmental and Tax liens), pledge, hypothecation, charge, mortgage, security interest, encumbrance, community property interest, violation, lease, license, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

“Listco Balance Sheet” shall mean any of the audited consolidated balance sheets of Listco for the Financial Years ending March 31, 2013 and 2014 and interim balance sheet of Listco for the nine month period ended December 31, 2015.

“Listco Balance Sheet Date” shall mean September 30, 2015.

“Material Adverse Effect” shall mean any change, effect, event, circumstance, condition or development (each a “Change”, and collectively, “Changes”), individually or in the aggregate, that has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Listco or the Company and its Subsidiaries, taken as a whole; provided that no Change directly or indirectly resulting from, relating to or arising out of any of the following shall be deemed to be or constitute a “Material Adverse Effect”, or be taken into account when determining whether a Material Adverse Effect” has occurred or would reasonably be expected to occur:

(i) changes in general economic conditions in the United States, the PRC or any other country or region in the world in which Listco or the Company or any of its Subsidiaries operates or conducts business;

(ii) changes in general conditions in the securities markets, capital markets, credit markets or currency markets in the United States, the PRC or any other country or region in the world in which Listco, the Company or any of its Subsidiaries operates or conducts business, including changes in interest rates and changes in exchange rates for the currencies of the relevant countries;

(iii) changes in general conditions in the industries in which Listco, the Company and its Subsidiaries conduct business;

(iv) changes in general political conditions in the United States, the PRC or any other country or region in the world in which Listco the Company or any of its Subsidiaries operates or conducts business or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States, the PRC or any other country or region in the world in which Listco, the Company or any of its Subsidiaries operates or conducts business;

(v) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters in the United States, the PRC or any other country or region in the world in which Listco, the Company or any of its Subsidiaries operates or conducts business;

(vi) changes in Law (or the interpretation or enforcement thereof) or changes in GAAP or other accounting standards (or, in each case, the interpretation thereof) applicable to or used by any Listco Group Member or the Company; or

(vii) any action taken by the Company or any of its Subsidiaries required by any Basic Document,

except to the extent such Changes directly or indirectly resulting from, arising out of, attributable to or related to the matters described in clauses (i) through (vi) above materially and disproportionately affect Listco Group Member and the Company, as compared to other companies that conduct business in the countries and regions in the world and in the industries in which Listco, the Company and its Subsidiaries operate or conduct business (in which case, such Changes may be taken into account when determining whether a “Material Adverse Effect” has occurred, but only to the extent of such disproportionate effects (if any)).

“Order” shall mean any order, judgment, decision, decree, injunction, award, decision, determination, stipulation, ruling, subpoena, writ, verdict or assessment of any Governmental Authority (whether temporary, preliminary or permanent) that is binding on any Person or its property under applicable Law.

“Permitted Liens” shall mean any of the following: (i) Liens for Taxes or other governmental charges or levies either not yet delinquent or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established on the consolidated financial statements of Listco and its Subsidiaries in accordance with GAAP as filed in the Listco SEC Reports prior to the date of this Agreement to the extent required; (ii) mechanics’, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other similar Liens arising or incurred in the ordinary course of business that are not material to the business, operations and financial condition or the property of the Company so encumbered and that are not resulting from a material breach, default or violation by the Company of any Contract or Law; (iii) Liens imposed by applicable Law (other than Tax Law) which are not currently violated in any material respect by the current use or occupancy of any real property or the operation of the business thereon; (iv) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business consistent with past practice; (v) easements, covenants and rights of way and other similar restrictions of record, and zoning, building and other similar codes or restrictions by any Governmental Authority of competent jurisdiction (to the extent that such codes or restrictions have not been violated in any material respect), in each case that do not adversely affect in any material respect the use of the applicable Owned Real Property or Leased Real Property; (vi) Liens securing indebtedness or liabilities the existence of which are disclosed in the notes to the consolidated financial statements of Listco included in Listco’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015; (vii) Liens arising in connection with the VIE Agreement; (viii) agreements with respect to non-exclusive rights (including licenses, sublicenses, covenants not to sue, releases or immunities) in, under or to Intellectual Property in the ordinary course of business consistent with past practice and (ix) Liens created under the charges securing the obligations under the Facility Agreement.

“SEC” shall mean the United States Securities and Exchange Commission or any successor thereto.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Senior Manager” shall mean the Chief Executive Officer, the Chief Financial Officer, the Vice President of Operations, the Vice President of Administrations or other executives of the Listco who are equally or more senior.

“Tax” shall mean any and all PRC and non-PRC taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise, stamp and property taxes, customs and other similar duties, and other obligations of the same or similar nature, together with all interest, penalties and additions imposed with respect to such amounts.

“Tax Law” shall mean any Law relating to Taxes.

“VIE Agreements” shall mean any Contract which (i) provides any Person with effective control over any entity in respect of which it does not, directly or indirectly, own a majority of the equity interests, (ii) provides any Person or any of its Subsidiaries the right or option to purchase the equity interests in any such entity, or (iii) transfers economic benefits from any such entity to any Subsidiary of a Person.

SCHEDULE 3

LENDER WARRANTIES

has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Note and is capable of bearing the economic risks of such investment.

EXHIBIT A

FORM OF CONVERTIBLE EXCHANGEABLE NOTE

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

BEAMS POWER INVESTMENT LIMITED

CONVERTIBLE EXCHANGEABLE NOTE

No. [Ÿ]

FOR VALUE RECEIVED, the undersigned, BEAMS POWER INVESTMENT LIMITED, a company incorporated with limited liability and validly existing under the laws of the British Virgin Islands whose registered address is located at Akara Building, 24 De Castro St., Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “Company”), hereby promises to pay, subject to the terms and conditions of this Convertible Exchangeable Note (this “Note”), to FNOF Sharing Economy Limited (together with any registered assignee, the “Holder”, and together with all other subsequent registered holders of the Note, the “Holders”), the principal amount of sixty million United States Dollars (US$60,000,000) (the “Principal Amount”).

This Note is issued pursuant to, and in accordance with, the Note Purchase Agreement, dated March 2, 2016 by and among the Company, the Controlling Shareholders and FNOF Sharing Economy Limited (as amended, supplemented or modified from time to time, the “Note Purchase Agreement”). The Holder is entitled to the benefits of this Note and the Note Purchase Agreement and, subject to the terms and conditions set forth herein and therein, may enforce the agreements contained herein and therein and exercise the remedies provided for hereby and thereby or otherwise available in respect hereto and thereto.

Section 1

INTEREST

principal amount of this Note has been redeemed, converted or exchanged in accordance with the terms hereof. Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed; or

The interest payable under this Section ‎1.1 is hereinafter referred to as “Interest”.

Section 2
redemption

Section 3
Conversion

assessable Ordinary Shares calculated in accordance with Section ‎3.1 above (and to the extent that only a portion of this Note is converted, a replacement Note reflecting the remaining outstanding principal amount of this Note). At the time of surrender of this Note, the Person in whose name any certificate(s) for Ordinary Shares shall be issuable upon such conversion shall be deemed to be the holder of record of such Ordinary Shares on such date, notwithstanding that the register of members of the Company shall then be closed or that the certificates representing such Ordinary Shares shall not then be actually delivered to such Person.

Section 4
EXCHANGE

To the extent that only a portion of this Note is exchanged, the Company shall deliver to the Holder a replacement Note reflecting the remaining portion of the principal amount of the Note along with the Exchange Shares. The Company shall, subject to all applicable laws and regulations, use commercially reasonable efforts to procure Synutra to obtain the approval of, and effect, the listing and registration with the NASDAQ Stock Market and the U.S. Securities and Exchange Commission the Synutra Shares into which this Note (or a portion hereof) may be exchanged so that such Synutra Shares will be freely transferrable on the relevant stock exchange, as soon as possible but in no event later than three (3) months (or such longer period as the Company and the Holder may agree) after such exchange.

with Section ‎4.1 that would have resulted in a fractional share would not be utilized for exchange and shall be treated as the remaining outstanding principal amount of the Note.

Share Equivalent, as equal to (x) the sum of the price for such Synutra Share Equivalent plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such Synutra Share Equivalent divided by (y) the number of Synutra Shares initially underlying such Synutra Share Equivalent, then, and in each such case, the Exchange Price in effect immediately prior to such issuance shall be adjusted to equal the New Issue Price.

adjusted in such manner as would be consistent with the intent of such Section.

Section 5
Covenants

Section 6
EVENTS OF DEFAULT

Section 7
REGISTRATION, TRANSFER AND TERMINATION OF NOTE

Section 8
Definitions

“Act” has the meaning set forth in Preamble.

“Articles” means, collectively, the Memorandum of Association and Articles of Association of the Company (as amended from time to time).

“Basic Documents” means this Note, the Note Purchase Agreement, the Securities Holders’ Agreement, the Share Pledges and the Guarantee.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Beijing or HKSAR are required or authorized by law or executive order to be closed or on which a tropical cyclone warning no.8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. Hong Kong time.

“Company” has the meaning set forth in Preamble.

“Company Redemption Notice” has the meaning set forth in Section ‎2.4.

“Controlling Shareholders” means ZHANG Liang, a PRC citizen with PRC identity card number 110106196002130076 and MENG Xiuqing, a Hong Kong resident with Hong Kong identity card number R319134(5).

“Conversion Notice” has the meaning set forth in Section ‎3.2.

“Director” means a director of the Company (including any duly appointed alternate director).

“Encumbrance” means (i) any mortgage, charge (whether fixed or floating), pledge, lien (other than lien created by operation of law), hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable law, (ii) any lease, sub-lease, occupancy agreement,

easement or covenant granting a right of use or occupancy to any Person, (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer or refusal or transfer restriction in favor of any Person and (iv) any adverse claim as to title, possession or use.

“Event of Default” has the meaning set forth in Section ‎6.1.

“Exchange Notice” has the meaning set forth in Section ‎4.3.

“Exchange Price” has the meaning set forth in Section ‎4.1.

“Exchange Shares” has the meaning set forth in Section ‎3.2.

“Expenses” has the meaning set forth in Section ‎4.6(c)(ii).

“Facility Agreement” means the US$55,000,000 facility agreement dated February 21, 2014 between, among others, the Company and Deutsche Bank AG, Hong Kong Branch (as such may be amended, supplemented or modified from time to time).

“Future Subscription” has the meaning set forth in Section ‎4.6(c)(ii).

“Going Private Transaction” means an acquisition by the Company of all of the outstanding Synutra Shares not owned by the Company.

“Group” means collectively the Company and all the Subsidiaries of the Company and “Group Member” means any of them.

“Guarantee” means the personal guarantee granted by the Controlling Shareholders in favor of the Holder in connection with the purchase of this Note.

“Holder Redemption Notice” has the meaning set forth in Section ‎2.4.

“Hong Kong” or “HKSAR” means the Hong Kong Special Administrative Region of the PRC.

“Holder” and “Holders” have the meaning set forth in Preamble.

“Interest” has the meaning set forth in Section ‎1.1.

“Interest Payment Date” has the meaning set forth in Section ‎1.1(a).

“Interest Rate” has the meaning set forth in Section ‎1.1(a).

“Internal Rate of Return” means, in respect of all or any portion of the principal amount of this Note, the annual rate based on a 365-day period used to discount each cash flow in respect of such principal amount of the Note (such cash flow to include the original purchase consideration paid for such principal amount of the Note as negative cash flow, and all interests, dividends and other distributions received on, and cash received from redemption of, such principal amount of the Note and the Ordinary Shares issued upon

conversion thereof or the Synutra Shares transferred upon exchange thereof (as applicable)) to the Original Note Issuance Date such that the present value of the aggregate cash flow equals zero.  In connection with any payment required under this Note, the Internal Rate of Return will be calculated with reference to the period from the Original Note Issuance Date to the date on which such payment is due under this Note.

“Issue Date” has the meaning set forth in Section ‎4.6(c)(i).

“Liquidation Event” has the meaning ascribed to it in the Securities Holders’ Agreement.

“Majority Holders” at any time means Holders holding more than 50% of the outstanding principal amount of the Note at such time held by all the Holders.

“Material Adverse Change” means, as applicable, (a) a material adverse change in the assets, properties, business, prospects, conditions (financial or otherwise), liabilities or results of operation of the Group; or (b) any event or development that prevents or materially delays, or would reasonably be expected to prevent or materially delay, the performance by the Company of any of its obligations under this Note.

“Maturity Date” has the meaning set forth in Section ‎2.1.

“New Issue Price” has the meaning set forth in Section ‎4.6(b).

“Note” has the meaning set forth in Preamble.

“Note Purchase Agreement” has the meaning set forth in Preamble.

“Ordinary Shares” means the ordinary shares, par value US$1.00 per share, in the capital of the Company.

“Original Note Issuance Date” means March [•], 2016, the original date of issuance of the Note.

“PRC” means the People’s Republic of China.

“Principal Amount” has the meaning set forth in Preamble.

“Redemption Price” has the meaning set forth in Section ‎2.1.

“Securities Holders’ Agreement” means the Securities Holders’ Agreement dated March [●], 2016 entered into among, the Company, the Controlling Shareholders and FNOF Sharing Economy Limited in relation to the Company (as amended from time to time).

“Share Pledge” means each of (i) the share pledge granted by Ms. MENG Xiuqing in substantially the form attached to the Note Purchase Agreement in respect of the Ordinary Shares of the Company, and (ii) the share pledge granted by the Company in substantially the form attached to the Note

Purchase Agreement in respect of certain Synutra Shares, in each case in favor of the Holder and dated on or before the Original Note Issuance Date.

“Synutra” means Synutra International, Inc., a Delaware corporation currently listed on the NASDAQ Global Select Stock Market.

“Synutra Shares” means any share of common stock in the capital of Synutra.

“Synutra Share Equivalent” means any security or obligation which is by its terms convertible into or exchangeable or exercisable for Synutra Shares or other share capital of Synutra, including the Note and any option, warrant or other subscription or purchase right with respect to the Synutra Shares or such other share capital.

“Synutra Transaction” has the meaning set forth in Section ‎4.8.

“Total Percentage (clause (A))” means, with respect to any exercise of the conversion right under Section ‎3.1(A),

A / B (expressed as a percentage), where:

A = US$60,000,000; and

B = US$60,000,000, plus the product of the price per Synutra Share that was paid in the Going Private Transaction, multiplied by 36,000,000, the number of Synutra Shares owned by the Company as of the date hereof.

“Total Percentage (clause (B))” means, with respect to any exercise of the conversion right under Section ‎3.1(B) (subject to such further adjustments as may be agreed between the Company and the Holder),

A / B (expressed as a percentage), where:

A = US$60,000,000; and

B = US$60,000,000, plus the product of US$5.91 (or the final price per Synutra Share set forth in a definitive agreement for a Going Private Transaction between the Company and Synutra, as approved by the special committee of the board of directors of Synutra formed in connection with the Going Private Transaction), multiplied by 36,000,000, the number of Synutra Shares owned by the Company as of the date hereof.

“Transaction” has the meaning set forth in Section ‎3.5.

Section 9
GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; Waiver of Jury Trial

Section 10
Miscellaneous

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer or director thereunto duly authorized, on the date first above written.

AGREED AND ACCEPTED:

FNOF SHARING ECONOMY LIMITED

APPENDIX A

FORM OF HOLDER REDEMPTION NOTICE

[date]

To: Beams Power Investments Limited

Akara Building, 24 De Castro St., Wickhams Cay 1, Road Town, Tortola, British Virgin Islands

Re: Holder Redemption Notice in relation to the Convertible Exchangeable Note No. [Ÿ] of the Company (the “Note”), dated as of ___________, 2016 with an aggregate outstanding principal amount of US$60,000,000.

Capitalized terms used herein and not otherwise defined shall have their respective meanings as set forth in the Note.

Dear Sirs:

We, the Holder of the Note, hereby deliver this Holder Redemption Notice pursuant to Sections [‎2.2/‎2.3] and ‎2.4 of the Note and hereby notify the Company of the exercise of the redemption right set forth in Section [‎2.2/‎2.3] of the Note to redeem [all of the outstanding principal amount of the Note] [such principal amount of the Note equal to US$ [                ]] [together with accrued and unpaid interest thereon] at a redemption price calculated pursuant to Section [‎2.2/‎2.3] (the “Redemption Price”).

Aggregate outstanding Principal Amount to be redeemed: US$ [           ]

Aggregate accrued but unpaid Interest with respect to the Principal Amount to be redeemed: US$ [           ]

Total Redemption Price: US$ [           ]

Please kindly transfer to us the Redemption Price in accordance with the provisions of Section ‎2.4 of the Note.

Very truly yours,

[Names of the Holder]

By: _____________________________

Name: __________________________ 

Title: __________________________

APPENDIX B

FORM OF COMPANY REDEMPTION NOTICE

[date]

PO Box 957 Offshore Incorporations Centre Road Town, Tortola, British Virgin Islands

Suite 3720, Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Kiril Ip
Fax: 852 2520 5125 

Email:Kiril.Ip@forebrightcapital.com

Re: Company Redemption Notice in relation to the Convertible Exchangeable Note No. [Ÿ] of the Company (the “Note”), dated as of ___________, 2016 with an aggregate outstanding principal amount of US$60,000,000.

Capitalized terms used herein and not otherwise defined shall have their respective meanings as set forth in the Note.

Dear Sirs:

We, the issuer of the Note, hereby deliver this Company Redemption Notice pursuant to Sections ‎2.3 and ‎2.4 of the Note and hereby notify the Holder of the exercise of the redemption right set forth in Sections ‎2.3 of the Note to redeem [all of the outstanding principal amount of the Note] [such principal amount of the Note equal to US$ [           ]] [together with accrued and unpaid interest thereon] at a redemption price calculated pursuant to Section ‎2.3 (the “Redemption Price”).

Aggregate outstanding Principal Amount to be redeemed: US$ [           ]

Aggregate accrued but unpaid Interest with respect to the Principal Amount to be redeemed: US$ [           ]

Total Redemption Price: US$ [           ]

We will transfer to you the Redemption Price in accordance with the provisions of Section ‎2.4 of the Note.

Very truly yours,

BEAMS POWER INVESTMENT LIMITED

By: _____________________________

Name: __________________________ 

Title: __________________________

APPENDIX C

FORM OF CONVERSION NOTICE

[date]

Akara Building, 24 De Castro St., Wickhams Cay 1, Road Town, Tortola, British Virgin Islands

Re: Conversion Notice in relation to the Convertible Exchangeable Note No. [Ÿ] of the Company (the “Note”), dated as of ___________, 2016 with an aggregate outstanding principal amount of US$60,000,000.

Capitalized terms used herein and not otherwise defined shall have their respective meanings as set forth in the Note.

Dear Sirs:

We, holder of Note, hereby deliver this Conversion Notice pursuant to Section ‎3.2 of the Note and hereby notify the Company of the exercise of the conversion right set forth in Section ‎3.1 of the Note to convert [all of the outstanding principal amount of the Note] [such principal amount of the Note equal to US$ [          ]] pursuant to Section ‎3.1 of the Note.

Principal Amount to be converted: US$ [          ]

Total Ordinary Shares to be issued upon conversion: [          ]

Please kindly issue to us such number of Ordinary Shares issuable upon conversion of the Note in accordance with this Conversion Notice and with the provisions of Section ‎3.2 of the Note to the following entity(ies):

Address: [          ]

Number of Ordinary Shares to be issued: [          ]

Very truly yours,

[Names of the Holder]

By: _____________________________

Name: __________________________ 

Title: __________________________

APPENDIX D

FORM OF EXCHANGE NOTICE

[date]

To: Beams Power Investments Limited (the “Company”)

Re: Exchange Notice in relation to the Convertible Exchangeable Note of No. [Ÿ] of the Company (the “Note”), dated as of ___________, 2016 with an aggregate outstanding Principal Amount of US$60,000,000.

Capitalized terms used herein and not otherwise defined shall have their respective meanings as set forth in the Note.

Dear Sirs:

We, holder of Note, hereby deliver this Exchange Notice pursuant to Section ‎4.3 of the Note and hereby notify the Company of the exercise of the exchange right set forth in Section ‎4.1 of the Note to exchange [all of the outstanding Principal Amount of the Note] [a portion of the Principal Amount of the Note equal to US$[               ]] at the applicable Exchange Price.

Aggregate outstanding Principal Amount: US$[          ]

Aggregate outstanding Principal Amount to be exchanged: US$[          ]

Exchange Price: US$[               ] per Exchange Share.

Please kindly transfer to us such number of Exchange Shares transferrable by you upon exchange of the Note in accordance with this Exchange Notice and with the provisions of Section 4 of the Note to the following entity(ies):

Address: [          ]

Number of Exchange Shares to be issued: [          ]

Very truly yours,

[_____]

By: _____________________________

Name:

Title:

EXHIBIT B

Dated March [•], 2016

______________________________ 

MR. LIANG ZHANG  

and

MS. XIUQING MENG

as Guarantors

in favour of

FNOF SHARING ECONOMY LIMITED

as Lender

______________________________ 

GUARANTEE

______________________________

Contents

SUMMARY

IT IS AGREED as follows:

INTERPRETATION

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Beijing or Hong Kong are required or authorised by law or executive order to be closed or on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. Hong Kong time.

“BVI Deed of Share Charge” means the deed of share charge dated the same date hereof executed by the Guarantors in favour of the Lender, as it may from time to time be amended, restated, novated or replaced.

“Company” means Beams Power Investment Limited, a limited liability company incorporated and existing under the laws of the British Virgin Islands whose registered address is at Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

“Guarantee” means, in relation to a Guarantor, the Obligations of that Guarantor under clause 2.1 (Guarantee and indemnity).

“Guarantor” means a person described in Schedule 1 (The Guarantors).

“Hong Kong” means Hong Kong Special Administrative Region of the People’s Republic of China.

“Interest Rate” means the interest rate specified in Section 1.1 of the Note.

“Lender” means FNOF Sharing Economy Limited, a limited liability company organized and existing under the laws of the British Virgin Islands or its registered assignees.

“Listco Share Pledge” means the share pledge agreement dated the same date hereof executed by the Company in favour of the Lender, as it may from time to time be amended, restated, novated or replaced.

“Note” means the convertible and exchangeable note issued by the Company to the Lender on March [•] , 2016 pursuant to the Note Purchase Agreement, as such may from time to time be amended, restated, novated or replaced.

“Note Purchase Agreement” means the convertible exchangeable note purchase agreement dated March 2, 2016 between the Obligors and the Lender, as it may from time to time be amended, restated, novated or replaced.

“Obligations”, in relation to a person, means all obligations or liabilities of any kind of that person from time to time, whether they are:

“Obligors” means, collectively, the Company and the Guarantors, and each, an Obligor.

“Officer”, in relation to a person, means any officer, employee or agent of that person.

“Repeating Warranty” means each warranty contained in Sections 1 and 7 of the Collective Warranties referred to in Section 5.1 (Collective Warranties) of the Note Purchase Agreement and paragraphs (d), (f), (g), (h), (i), (j), (k) and (l) of Clause 4.1 hereof.

“Right” means any right, privilege, power or immunity, or any interest or remedy, of any kind, whether it is personal or proprietary.

“Securities Holders’ Agreement” means the securities holders’ agreement dated [•], 2016 among the Obligors and the Lender, as it may from time to time be amended, restated, novated or replaced.

“Transaction Documents” means:

“Warranties” means, with respect to each Guarantor, the representations and warranties given by him/her under Section 5.1 (Collective Warranties) of the Note Purchase Agreement.

Interpretation

GUARANTEE

own costs and expenses, the due and punctual performance by each of the Obligors of all its/his Obligations pursuant to or in connection with the Transaction Documents.

Reinstatement

Waiver of defences

Immediate recourse

Appropriations

Deferral of Guarantors’ rights

Additional security

REPRESENTATIONS AND WARRANTIES

MISCELLANEOUS

This Deed has been executed as a deed, and it has been delivered on the date stated at the beginning of this Deed.

Schedule 1

The Guarantors

	Name	ID number
1	Liang ZHANG	PRC identity card number  110106196002130076
2	Xiuqing MENG	Hong Kong identity card number R319134(5)

Schedule 2

Initial administrative details of the parties

Party	Address	Email	Attention
Liang ZHANG	Dongluyuan 103, Tongzhou District,  Beijing, PRC	sherrymeng728@163.com	Liang ZHANG
Xiuqing MENG	Dongluyuan 103,  Tongzhou District, Beijing, PRC	sherrymeng728@163.com	Xiuqing MENG
Lender	FNOF Sharing Economy Limited PO Box 957 Offshore Incorporation Centre, Road Town, Tortola, BVI	kiril.ip@forebrightcapital.com	Kiril Ip

SIGNATORIES

The Guarantors

SIGNED, SEALED and DELIVERED
by Liang ZHANG
SIGNED, SEALED and DELIVERED
by Xiuqing MENG:

EXHIBIT C

DEED OF SHARE CHARGE

by

XIUQING MENG

in favour of

FNOF SHARING ECONOMY LIMITED

________________________________

Dated _____________ 2016

________________________________

TABLE OF CONTENTS

Page

i

THE DEED OF SHARE CHARGE (this “Deed”) is made on _____________ 2016

BY:

IN FAVOUR OF:

RECITALS:

NOW, THEREFORE, in consideration of the foregoing premises, which are hereby incorporated into and made a part of the terms hereof, it is agreed as follows:

SECTION 1

DEFINITIONS

“Act” means the Conveyancing and Law of Property Act 1961 (Chapter 220 of Revised Laws of the Virgin Islands, 1991) of the laws of the British Virgin Islands.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Beijing or HKSAR are required or authorised by law or executive order to be closed or on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. Hong Kong time.

“Charge” means the charge of the Charged Shares granted by the Chargor in favour of the Secured Party pursuant to Section 2.

“Charged Property” means the Charged Shares and all dividends or other distributions, interest and other moneys paid or payable in kind or in cash after the date hereof in connection therewith and all interests in and all rights accruing at any time to or in respect of all or any of the Charged Shares.

“Charged Shares” means all of the Ordinary Shares issued by the Company owned by the Chargor or held by any nominee on her behalf.

“Companies Act” means the BVI Business Companies Act (No 16 of 2004) of the laws of the British Virgin Islands, as amended.

“Deed of Guarantee” means the deed of guarantee dated [•] March 2016 executed by the Chargor in favour of the Secured Party, as it may from time to time be amended, restated, novated or replaced.

“Delaware Share Pledge” the Share Pledge Agreement dated [•] March 2016 executed by the Company in favour of the Secured Party, as it may from time to time be amended, restated, novated or replaced.

“Equity Securities” means, with respect to any Person, such Person’s shares, capital stock, membership interests, partnership interests, registered capital, joint venture or other ownership interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such shares, capital stock, membership interests, partnership interests, registered capital or joint venture or other ownership interests (whether or not such derivative securities are issued by such Person).

“HKSAR ” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Insolvency Act” means the Insolvency Act (No 5 of 2004) of the laws of the British Virgin Islands, as amended.

“Lien” means any lien, charge, mortgage, deed of trust, security interest, claim, lease, license, option, right of first refusal, easement, servitude, transfer restriction, encumbrance or any other restriction or limitation whatsoever.

“Obligors” means the Chargor and the Company.

“Ordinary Shares” means ordinary shares of the Company, par value US$1.00 per share.

“Person” means any natural person, firm, company, government authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).

“PRC” means the People’s Republic of China.

“Registered Agent” means the registered agent of the Company under section 91 of the Companies Act.

“Secured Obligations” means all present and future obligations and liabilities of the Obligors to the Secured Party under the relevant Transaction Documents.

“Transaction Documents” means the NPA, the Note, the Securities Holders’ Agreement, the Deed of Guarantee, the Delaware Share Pledge and this Deed.

ordinance, statute or other legislative measure and any regulation, rule, treaty, order, decree or judgment; and “lawful” shall be construed accordingly.

SECTION 2

SHARE CHARGE

“[Description of Charged Shares] issued as fully paid up and registered in the name of Meng Xiuqing are charged in favour of FNOF Sharing Economy Limited pursuant to a deed of share charge dated [•] 2016, as amended from time to time;”

Each of the rights specified in the subparagraphs of this Section 2.6(a) shall (except as otherwise provided) be distinct and shall not be in any way limited by reference to any other subparagraph or by the order in which they appear.

the part of any such delegate or sub-delegate provided that the Secured Party shall have exercised reasonable care in the selection of such delegate and such delegate agrees to be bound by the terms hereof.

exercise all rights and enjoy all benefits attached to such Charged Shares, including the right to vote such Charged Shares (subject to the restrictions set forth in Section2.8).

SECTION 3

FURTHER UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES

incorporation), liquidation, dissolution, strike off, administration, reorganisation (by way of voluntary arrangement, creditors’ arrangement, scheme of arrangement or otherwise), composition, compromise, assignment or arrangement with any creditor or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver or other similar officer of any or all of her assets or revenues.

as the Secured Party may from time to time reasonably request.

which it becomes entitled in accordance with this Deed, the Chargor shall have no claim of any kind against the Secured Party in respect of the exercise by the Secured Party of its security rights under the terms of this Deed, except for any claims arising under any provisions of this Deed.

which it may have, now or in the future, under its constitutional documents, in relation to the Charged Property;

without the prior written consent of the Secured Party.

SECTION 4

POWER OF ATTORNEY

the security created pursuant to this Deed becoming enforceable, at such time and such manner as the attorney may think fit:

SECTION 5

EXPENSES, STAMP DUTY AND INTEREST

SECTION 6

DISCHARGE OF SECURITY

the Secured Party may continue to retain this Deed and not to release the Charged Shares from the Charge for and during such further period as the Secured Party in its absolute discretion shall determine.

SECTION 7

RIGHTS, AMENDMENTS, WAIVERS AND CONSENTS