EX-99.(C)(5) 5 t1602958_ex99-c5.htm EXHIBIT (C)(5)

Exhibit (c)(5)

Synutra International Inc. DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE NOVEMBER 17, 2016 | CONFIDENTIAL Note: This English language version is a translation of a Chinese language version that was presented to the Special Committee.

Table of Contents 2 Page 1. Summary of Changes Since September 8, 2016 3 2. Situation Overview 7 3. Selected Public Market Observations 10 4. Transaction Overview 14 5. Financial Information and Analysis 18 6. Appendices 29 Additional Financial Data 30

Page 1. Summary of Changes Since September 8, 2016 3 2. Situation Overview 7 3. Selected Public Market Observations 10 4. Transaction Overview 14 5. Financial Information and Analysis 18 6. Appendices 29

Financial Analyses – Changes Summary Notes: 1. NFY 2017 EBITDA metrics were not utilized in the current analysis, as the Company has underperformed budget year to date fiscal y ear 2017, has experienced delays in the launch of its French manufacturing facility, and Company management does not feel the current fiscal year results are representative of the Company’s future earnings potential EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization , excluding non - recurring purchase contract losses associated with Sodiaal Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contrac t losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business performance n/a refers to approach not applied; E refers to Estimated LTM refers to last 12 months ended 9/30/2016 NFY refers to fiscal year 2017 projected financials provided by Company management; NFY+1 refers to fiscal year 2018 projected financials provided by Company management Presentation Date September 8 , 2016 November 17, 2016 Selected Companies Method (LTM) Metrics Capitalized EBITDA Adjusted EBITDA EBITDA Adjusted EBITDA Multiples Selected 8.0x – 10.0x n/a 8.0x – 10.0x 8.0x – 10.0x EBITDA Utilized $60.1 million n/a $54.7 million $60.0 million Median LTM Multiples 11.7x n/a 10.6x 10.6x Implied Per Share Value Reference Range $4.17 - $6.29 n/a $2.63 - $4.56 $3.38 - $5.50 Selected Companies Method (NFY 2017E ) Metrics Capitalized EBITDA Adjusted EBITDA EBITDA 1 Adjusted EBITDA Multiples Selected 7.0x – 9.0x n/a n/a 7.0x – 9.0x EBITDA Utilized $64.4 million n/a n/a $76.5 million Median NFY 2017E Multiples 10.1x n/a n/a 9.7x Implied Per Share Value Reference Range $3.64 - $5.91 n/a n/a $4.37 - $7.07 Selected Companies Method (NFY+1 2018E ) Metrics Capitalized EBITDA Adjusted EBITDA EBITDA Adjusted EBITDA Multiples Selected 5.5x – 7.5x n/a 5.5x – 7.5x 5.5x – 7.5x EBITDA Utilized $78.4 million n/a $75.3 million $97.7 million Median NFY+1 2018E Multiples 9.2x n/a 8.8x 8.8x Implied Per Share Value Reference Range $3.30 - $6.07 n/a $2.22 - $4.87 $4.39 - $7.84 4

Financial Analyses – Changes Summary (cont.) Notes: EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contract losses associated with Sodiaal Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contrac t losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business pe rfo rmance n/a refers to approach not applied E refers to Estimated LTM refers to last 12 months ended 9/30/2016 Presentation Date September 8 , 2016 November 17 , 2016 Selected Transactions Method (LTM) Metrics Capitalized EBITDA Adjusted EBITDA EBITDA Adjusted EBITDA Multiples Selected 8.5x – 10.5x n/a 8.5x – 10.5x 8.5x – 10.5x EBITDA Utilized $60.1 million n/a $54.7 million $60.0 million Median Multiples 10.5x n/a 10.5x 10.5x Implied Per Share Value Reference Range $4.70 - $6.82 n/a $3.11 - $5.04 $3.91 - $6.03 Discounted Cash Flow Analysis Discount Rate Range 12.0% – 15.0% 12.0% – 15.0% Gordon Growth Rate 2.0% – 4.0% 2.0% – 4.0% Implied Per Share Value Reference Range $4.03 - $9.62 $3.81 - $9.29 5

Financial Projections – Changes Summary Company management revised financial projections again to reflect Company performance through September 30, 2016, whereas the pr ior set of projections were prepared on August 17, 2016 Source: Company management Notes: 1. New Products from Food Segment primarily include liquid milk products 2. New Products from Nutritional Supplement and Others include whole milk powder and high oil whey powder and other non - dairy pr oducts EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization , excluding non - recurring purchase contract losses associated with Sodiaal EBIT refers to Earnings Before Interest and Taxes, excluding non - recurring purchase contract losses associated with Sodiaal (dollars in millions) Current Previous Difference ($) Difference (%) FY2017 FY2018 FY2019 FY2020 FY2017 FY2018 FY2019 FY2020 FY2017 FY2018 FY2019 FY2020 FY2017 FY2018 FY2019 FY2020 Food Segment (Existing Products) $359.2 $420.3 $431.4 $480.4 $360.3 $420.8 $433.7 $495.5 ($1.1) ($0.6) ($2.3) ($15.1) (0.3%) (0.1%) (0.5%) (3.0%) Food Segment (New Products)1 22.5 148.5 311.0 394.5 49.4 159.6 329.6 424.6 (26.9) (11.2) (18.6) (30.1) (54.5%) (7.0%) (5.6%) (7.1%) Nutritional Supplement and Others (Existing Products) 22.2 33.3 36.6 38.5 19.4 29.1 32.0 33.6 2.8 4.2 4.6 4.8 14.3% 14.3% 14.3% 14.3% Nutritional Supplement and Others (New Products)2 27.6 74.5 82.1 84.0 27.5 74.5 82.1 84.1 0.2 (0.0) (0.0) (0.1) 0.6% (0.0%) (0.0%) (0.2%) Net Sales $431.5 $676.5 $861.1 $997.4 $456.6 $684.1 $877.5 $1,037.9 ($25.1) ($7.6) ($16.4) ($40.5) (5.5%) (1.1%) (1.9%) (3.9%) Growth % 18.2% 56.8% 27.3% 15.8% 25.1% 49.8% 28.3% 18.3% Cost of Sales (264.4) (468.1) (633.9) (732.6) (282.2) (471.1) (643.8) (757.7) 17.7 3.1 9.9 25.0 (6.3%) (0.7%) (1.5%) (3.3%) Gross Profit $167.1 $208.5 $227.2 $264.7 $174.4 $213.0 $233.7 $280.3 ($7.3) ($4.5) ($6.5) ($15.5) (4.2%) (2.1%) (2.8%) (5.5%) Margin % 38.7% 30.8% 26.4% 26.5% 38.2% 31.1% 26.6% 27.0% Selling and Marketing Expenses (101.1) (125.6) (130.7) (137.8) (101.4) (125.9) (131.6) (148.0) 0.3 0.3 0.9 10.2 (0.3%) (0.2%) (0.7%) (6.9%) General and Administrative Expenses (31.0) (33.6) (33.5) (35.0) (31.1) (33.6) (33.7) (36.1) 0.1 0.0 0.2 1.1 (0.3%) (0.1%) (0.5%) (2.9%) Depreciation & Amortization 15.3 26.0 26.0 26.0 22.5 25.0 25.0 25.0 (7.2) 1.0 1.0 1.0 (31.8%) 4.0% 4.0% 4.0% EBITDA $50.3 $75.3 $89.0 $117.9 $64.4 $78.4 $93.4 $121.1 ($14.1) ($3.2) ($4.4) ($3.2) (21.9%) (4.0%) (4.7%) (2.7%) Margin % 11.6% 11.1% 10.3% 11.8% 14.1% 11.5% 10.6% 11.7% Growth % -22.5% 49.7% 18.2% 32.5% -0.7% 21.8% 19.1% 29.7% Depreciation & Amortization (15.3) (26.0) (26.0) (26.0) (22.5) (25.0) (25.0) (25.0) 7.2 (1.0) (1.0) (1.0) (31.8%) 4.0% 4.0% 4.0% EBIT $34.9 $49.3 $63.0 $91.9 $41.9 $53.4 $68.4 $96.2 ($7.0) ($4.2) ($5.4) ($4.2) (16.6%) (7.8%) (7.9%) (4.4%) Margin % 8.1% 7.3% 7.3% 9.2% 9.2% 7.8% 7.8% 9.3% USD/RMB 6.80 6.85 6.88 6.87 6.77 6.84 6.85 6.66 0.03 0.01 0.04 0.22 0.4% 0.1% 0.5% 3.2% 6

Parties to the Transaction (as defined below) Synutra International, Inc., a Delaware corporation (“ Synutra ” or the “Company ”) Beams Power Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”) Parent is owned by the wife of the Company’s chairman Beams Power Merger Sub Limited, a Delaware corporation and a wholly - owned subsidiary of Parent (“Merger Sub”) Transaction Structure Merger: Merger Sub shall be merged with and into the Company, with the Company surviving the Merger and becoming a wholly - owned subsidiary of Parent as a result of the Merger Form of Consideration Cash Only: Each share of common stock of the Company (a “Share” or, collectively, the “Shares”), other than the Excluded Shares shall be cancelled in exchange for the right to receive US$6.05 in cash per Share without interest (the “Per Share Merger Consideration ”) “Excluded Shares” means, collectively , (a) Shares held by any of Parent, Merger Sub and any other direct or indirect s ubsidiary of Parent and (b) Shares held by the Company Summary of Selected Transaction Terms “Dissenting Shares” means Shares owned by persons who shall neither have voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL Certain Closing Conditions affirmative vote of (i) the holders of at least a majority of the issued and outstanding Shares and (ii) the holders of at least a majority of the issued and outstanding Shares other than the Excluded Shares Company Termination Fee U$2.50 million if the Agreement is terminated in connection with an offer or proposal in connection with a competing transaction received by the Company on or before the Go - Shop Period End Date (30 th day after the signing date of the Agreement); otherwise US$3.13 million Parent Termination Fee US$6.26 million Financing Parent has delivered to the Company a copy of debt commitment letter from Shanghai Pudong Development Bank Co., Ltd. (the “Lender”) to Parent, pursuant to which the Lender has committed to provide up to US$150 million in a term loan facility Source: Draft dated November 11, 2016 of the Agreement and Plan of Merger among Beams Power Investment Limited, Beams Power Merger Sub Limited, and Synutra International, Inc. (the “Agreement”) Note: This summary is intended only as an overview of selected terms and is not intended to cover all terms or details of the Trans act ion; this summary is qualified by the terms and conditions of the Agreement. 8

Buyer Group Shareholder Common Stock Ownership % Liang Zhang (Chairman and CEO) 2 36,000,000 63.5% Unaffiliated Shareholders Common Stock Ownership % BlackRock, Inc. (NYSE: BLK) 848,947 1.5% Putnam LLC 389,500 0.7% State Street Global Advisors, Inc. 291,026 0.5% The Vanguard Group, Inc. 224,170 0.4% Yiheng Capital, LLC 207,956 0.4% Northern Trust Global Investments 206,103 0.4% Geode Capital Management, LLC 156,755 0.3% BNY Mellon Management, LLC 137,228 0.2% Teachers Insurance and Annuity Association of America 101,730 0.2% Other Unaffiliated Shareholders 18,127,272 32.0% Total Unaffiliated Ownership 20,690,687 36.5% Total Common Stock Outstanding 1 56,690,687 100.0% Company Shareholder Structure Ownership Structure Ownership Summary Unaffiliated Shareholders 36.5% Buyer Group 63.5% Source: Company filings , Capital IQ Notes: 1. Based on 56.7 million shares outstanding as of 11/9/2016 per Company 10Q filed on 11/9/2016 2. Includes shares directly held by Beams Power Investment Limited, which is beneficially owned by Mr. Zhang’s wife, Ms. Xiuqing Meng On November 2, 2016, WP IX sold an aggregate of 4,000,000 shares of Common Stock of Synutra in a block trade at a price per share of $3.45 (without giving effect to brokerage commissions). As a result of the sale, the Warburg Pincus Reporting Persons disposed of all of their shares of Common Stock of Synutra . Per schedule 13D/A filed on November 3, 2016, the sale was undertaken for portfolio management purposes. 9

Public Market Enterprise Value Derivation (Pre-Transaction) Price Per Share as of November 14, 2016 Closing Stock Price November 14, 2016 $4.30 10-Day Average $4.27 Common Stock Outstanding1 56.7 1-Month Average $4.36 Dilutive Shares 0.0 3-Month Average $4.15 Fully Diluted Shares 56.7 6-Month Average $3.99 Market Value of Equity $243.8 52-Week High $5.40 Total Debt2 539.1 52-Week Low $3.26 Cash and Cash Equivalents3 (246.9) Non-Operating Assets4 (8.6) Noncontrolling Interest5 4.5 Pre-Transaction Public Market Enterprise Value $531.8 Implied Multiples Other Market Information Enterprise Value / Net Sales 90-Day Average Daily Trading Volume (in thousands) 150.3 LTM 9/30/16 1.49x Dividend Yield 0.0% NFY 2017E 1.23x Number of Analysts Covering the Company 0 NFY+1 2018E 0.79x Total Public Float 20.7 Enterprise Value / EBITDA % of Total Shares Outstanding 36.5% LTM 9/30/16 9.7x NFY 2017E 10.6x Top 10 Institutional Holdings 2.6 NFY+1 2018E 7.1x % of Total Shares Outstanding 4.7% % of Total Public Float 12.8% Enterprise Value / Adjusted EBITDA LTM 9/30/16 8.9x NFY 2017E 6.9x NFY+1 2018E 5.4x Selected Information on Common Stock Source: Company filings, Capital IQ, NFY and NFY+1 financials per Company management Notes: 1. Based on 56.7 million shares outstanding as of 11/9/2016 per Company 10Q filed on 11/9/2016; 2 . Refers to short – term loans, long - term loans and capital lease as of 9/30/2016 3. Refers to cash and cash equivalents, and restricted cash as of 9 /30/2016; Restricted cash refers to the Company’s cash deposit used as security against letter of credits, bank acceptance bills and short - term and long - term loans 4. Refers to receivable from disposal of subsidiaries and long - term loan receivable as of 9/30/2016 5. Refers to non - controlling interest in the subsidiaries, Meitek Technology (Qingdao) Co., Ltd. and Shanghai Precious Care Cosm etic Co., Ltd., that is not directly or indirectly attributable to the Company, as of 9/30/2016 LTM refers to last 12 months ended 9/30/2016; NFY refers to fiscal year 2017 projected financials provided by Company management; NFY+1 refers to fiscal year 2018 projected fi nan cials provided by Company management E refers to estimated EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contract losses associated with Sodiaal Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contrac t losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business performance 11 (common stock outstanding and dollars in millions, except per share values and where otherwise noted)

1.60% 1.54% 1.21% 1.09% 0.71% 0.65% 0.39% 0.22% 0.21% 0.21% 0.15% 0.05% 0.73% 0.65% 0.67% 0.00% 1.00% 2.00% 79.7% 74.6% 49.3% 48.1% 45.7% 45.3% 43.4% 43.0% 35.1% 30.1% 27.8% 17.6% 36.5% 43.4% 44.3% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% Float and Trading Information Public Float / Shares Outstanding 90 – Day Average Daily Volume / Public Float Source: Capital IQ Notes: As of 11/14/2016 12

32.8% 67.2% 0.0% 0.0% 0% 10% 20% 30% 40% 50% 60% 70% 80% $3.00 - $4.00 $4.00 - $5.00 $5.00 - $6.00 $6.00 - $7.00 31.9% 48.2% 19.9% 0.0% 0% 10% 20% 30% 40% 50% 60% $3.00 - $4.00 $4.00 - $5.00 $5.00 - $6.00 $6.00 - $7.00 26.2% 51.6% 22.2% 0.0% 0% 10% 20% 30% 40% 50% 60% $3.00 - $4.00 $4.00 - $5.00 $5.00 - $6.00 $6.00 - $7.00 47.7% 52.3% 0.0% 0.0% 0% 10% 20% 30% 40% 50% 60% $3.00 - $4.00 $4.00 - $5.00 $5.00 - $6.00 $6.00 - $7.00 Selected Historical Trading Information Last Twelve Months Last Nine Months Last Six Months Last Three Months Total Volume: 20.1 mm Average VWAP 1 : $4.31 Total Volume: 15.9 mm Average VWAP 1 : $4.19 Total Volume: 13.6 mm Average VWAP 1 : $4.06 Total Volume: 9.6 mm Average VWAP 1 : $4.16 Source: Capital IQ Notes: As of 11/14/2016 1. Based on average VWAP over the given time period (last 3 months, 6 months, 9 months or 12 months ) 13

Proposed Per Shares Share Transaction Security Outstanding1 Consideration Common Stock 56.7 $6.05 Implied Values Implied Common Equity $343.0 Adjustments: Total Debt2 539.1 Cash and Cash Equivalents3 (246.9) Non-Operating Assets4 (8.6) Noncontrolling Interest5 4.5 Implied Enterprise Value $631.1 Implied Transaction Multiples Net Sales Implied Multiple LTM 9/30/16 1.77x NFY 2017E 1.46x NFY+1 2018E 0.93x EBITDA LTM 9/30/16 11.5x NFY 2017E 12.6x NFY+1 2018E 8.4x Adjusted EBITDA LTM 9/30/16 10.5x NFY 2017E 8.2x NFY+1 2018E 6.5x Trading Period Implied Premium of Per Share Prior to Announcement Closing Transaction Consideration over (1/14/2016) Stock Price Average Closing Stock Price 1-Day $3.83 58.0% 5-Day Average $3.85 57.3% 10-Day Average $4.10 47.7% 1-Month Average $4.56 32.8% 3-Month Average $4.98 21.4% 6-Month Average $5.25 15.3% 1-Year Average $5.85 3.3% 52-Week High (4/28/15) $7.90 -23.4% 52-Week Low (1/13/16) $3.62 67.1% Transaction Overview Summary of Proposed Transaction Value Implied Premiums to Historical Stock Trading Prices (dollars and shares in millions, except per share price) (dollar per share) Source: Company f ilings, Capital IQ, NFY and NFY+1 financials per Company management Notes: 1. Based on 56.7 million shares outstanding as of 11/9/2016 per Company 10Q filed on 11/9/2016; 2. Refers to short – term loans, long - term loans and capital lease as of 9/30/2016 3. Refers to cash and cash equivalents, and restricted cash as of 9/30/2016; Restricted cash refers to the Company’s cash deposit used as security against letter of credits, bank acceptance b ill s and short - term and long - term loans 4. Refers to receivable from disposal of subsidiaries and long - term loan receivable as of 9/30/2016; 5. Refers to non - controlling interest as of 9/30/2016 LTM refers to last 12 months ended 9/30/2016, NFY refers to fiscal year 2017 projected financials provided by Company management; NFY+1 refers to fiscal year 2018 projected fi nan cials provided by Company management E refers to estimate EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contract losses associated with Sodiaal Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contrac t losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business performance 15

0.000 0.500 1.000 1.500 2.000 2.500 3.000 3.500 4.000 4.500 $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 11/15/13 08/18/14 05/18/15 02/16/16 11/10/16 Daily Volume (MMs) Closing Stock Price (US$) Volume Synutra International Inc. Stock Trading History Stock Price and Volume History 52 Week High (04/28/2015) $7.90 52 Week Low (01/13/2016) $3.62 All Time High (09/09/2008) $52.24 All Time Low (01/13/2016) $3.62 1 - week avg. daily volume 170,590 1 - month avg. daily volume 82,810 3 - month avg. daily volume 63,670 6 - month avg. daily volume 77,740 Price & Volume Statistics (Prior to Announcement) Proposed Merger Consideration of US$6.05 Per Share Source: Company filings, Capital IQ 01/14/2016 Synutra received a “going - private” proposal from the Buyer Group 09/02/2015 Chinese authorities issued consultation draft of Measures for The Administration of IMF Products Registration, under which at most five IMF brands could be produced by each licensed factory. In December 2015, number of brands per factory was further reduced to three in the revised Implementation Rules of Food Safety Law 06/08/2016 Chinese authorities officially confirmed that new IMF regulations will be effective starting in January 2018 04/08/2016 Chinese authorities issued new rules to increase tax rates on cross - border e - commerce 16

0% 20% 40% 60% 80% 100% 120% 140% 160% Indexed Prices Synutra International Inc. S&P 500 Index Selected Companies Index Relative Stock Performance Indexed Stock Price Performance Over Past 3 Years Source: Capital IQ Notes: 1. The index of Selected Companies includes Ausnutria Dairy Corporation Ltd., Beijing Sanyuan Foods Co., Ltd., Beingmate Baby & Child Food Co., Ltd., Biostime I nte rnational Holdings Limited (China), Bright Dairy & Food Co., Ltd., Dutch Lady Milk Industries Bhd, Hochdorf Holding AG, Maeil Dairies Co., Ltd., Mo rinaga Milk Industry Co., Ltd., Nam Yang Dairy Product Co., Ltd, Synlait Milk Limited, Yashili International Holdings Limited S&P 500 Index : +20 .9% Selected Companies Index 1 : - 30.7% Synutra International: - 40.7 % 17

$2.63 $3.38 $4.37 $2.22 $4.39 $3.11 $3.91 $3.81 $4.56 $5.50 $7.07 $4.87 $7.84 $5.04 $6.03 $9.29 $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 Financial Analyses Summary Selected Companies Analysis Selected Companies Analysis Selected Companies Analysis Selected Companies Analysis Selected Companies Analysis Selected Transactions Analysis Selected Transactions Analysis Discounted Cash Flow Analysis 8.0x - 10.0x 8.0x - 10.0x 7.0x - 9.0x 5.5x - 7.5x 5.5x - 7.5x 8.5x - 10.5x 8.5x - 10.5x Discount Rate: LTM Ended 9/30/2016 LTM Ended 9/30/2016 NFY 2017E NFY+1 2018E NFY+1 2018E LTM Ended 9/30/2016 LTM Ended 9/30/2016 12.0 % - 15.0 % EBITDA Adjusted EBITDA Adjusted EBITDA EBITDA Adjusted EBITDA EBITDA Adjusted EBITDA Perpetual Growth Rate: 2.0% - 4.0% Implied Per Share Equity Value Reference Range 1,2, 3 Proposed Merger Consideration of US$6.05 Per Share Notes: No particular weight is attributed to any individual analysis 1. Based on 56.7 million shares outstanding as of 11/9/2016 per Company 10Q filed on 11/9/2016; Cash and cash equivalents, and restricted cash as of 9/30/2016; Restricted cash refers to the Company’s cash deposit used as sec urity against letter of credits, bank acceptance bills and short - term loans and long - term loans; Receivable from disposal of subsidia ries and long - term loan receivable as of 9/30/2016; Short – term loans, long - term loans and capital lease as of 9/30/2016; Non - controlling interest as of 9/30/2016 2 . The Company had a net reduction of approximately $47.1 million in cash in the quarter ending September 30, 2016, resulting in an impact of approximately $0.83 per share on the Implied Equity Valuation Reference Ranges. In the case of the Discounted Cash Flow Analysis, however, this is offset by an increase of approximately $ 32.5 million in working capital 3. NFY 2017 EBITDA metrics were not utilized in the current analysis, as the Company has underperformed budget year to date fisc al year 2017, has experienced delays in the launch of its French manufacturing facility, and Company management does not feel the current fiscal year results are representative of the Company’s future earnings potential LTM refers to last 12 months ended 9/30/2016 NFY refers to fiscal year 2017 projected financials provided by Company management NFY+1 refers to fiscal year 2018 projected financials provided by Company management EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization , excluding non - recurring purchase contract losses associated with Sodiaal Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contrac t losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business performance E refers to Estimated 19

(shares outstanding and dollars in millions, except per share values) Selected Companies Selected Companies Selected Companies Selected Companies Selected Companies Selected Transactions Selected Transactions Discounted Cash Flow Analysis Analysis Analysis Analysis Analysis Analysis Analysis Analysis LTM Ended 9/30/2016 LTM Ended 9/30/2016 NFY 2017E NFY+1 2018E NFY+1 2018E LTM Ended 9/30/2016 LTM Ended 9/30/2016 EBITDA Adjusted EBITDA Adjusted EBITDA EBITDA Adjusted EBITDA EBITDA Adjusted EBITDA Corresponding Base Amount $54.7 $60.0 $76.5 $75.3 $97.7 $54.7 $60.0 Selected Multiples Range 8.0x -- 10.0x 8.0x -- 10.0x 7.0x -- 9.0x 5.5x -- 7.5x 5.5x -- 7.5x 8.5x -- 10.5x 8.5x -- 10.5x Implied Enterprise Value Reference Range $437.2 -- $546.6 $479.8 -- $599.8 $535.8 -- $688.9 $413.9 -- $564.4 $537.2 -- $732.5 $464.6 -- $573.9 $509.8 -- $629.8 $503.9 -- $815.0 Cash, Cash Equivalents and Restricted Cash as of 9/30/161 $246.9 -- $246.9 $246.9 -- $246.9 $246.9 -- $246.9 $246.9 -- $246.9 $246.9 -- $246.9 $246.9 -- $246.9 $246.9 -- $246.9 $246.9 -- $246.9 Non-Operating Assets as of 9/30/16 $8.6 -- $8.6 $8.6 -- $8.6 $8.6 -- $8.6 $8.6 -- $8.6 $8.6 -- $8.6 $8.6 -- $8.6 $8.6 -- $8.6 $8.6 -- $8.6 Implied Total Enterprise Value Reference Range $692.7 -- $802.0 $735.3 -- $855.3 $791.3 -- $944.4 $669.4 -- $819.9 $792.6 -- $988.0 $720.0 -- $829.4 $765.3 -- $885.3 $759.4 -- $1,070.4 Total Debt as of 9/30/16 ($539.1)-- ($539.1) ($539.1)-- ($539.1) ($539.1)-- ($539.1) ($539.1)-- ($539.1) ($539.1)-- ($539.1) ($539.1)-- ($539.1) ($539.1)-- ($539.1) ($539.1)-- ($539.1) Cumulative New Product Losses2 $0.0 -- $0.0 $0.0 -- $0.0 $0.0 -- $0.0 $0.0 -- $0.0 $0.0 -- $0.0 $0.0 -- $0.0 $0.0 -- $0.0 $0.0 -- $0.0 Noncontrolling Interest as of 9/30/16 ($4.5)-- ($4.5) ($4.5)-- ($4.5) ($4.5)-- ($4.5) ($4.5)-- ($4.5) ($4.5)-- ($4.5) ($4.5)-- ($4.5) ($4.5)-- ($4.5) ($4.5)-- ($4.5) Implied Total Equity Value Reference Range $149.2 -- $258.5 $191.8 -- $311.7 $247.7 -- $400.8 $125.8 -- $276.3 $249.1 -- $444.4 $176.5 -- $285.8 $221.8 -- $341.7 $215.9 -- $526.9 Shares Outstanding3 56.7 -- 56.7 56.7 -- 56.7 56.7 -- 56.7 56.7 -- 56.7 56.7 -- 56.7 56.7 -- 56.7 56.7 -- 56.7 56.7 -- 56.7 Implied Per Share Reference Range $2.63 -- $4.56 $3.38 -- $5.50 $4.37 -- $7.07 $2.22 -- $4.87 $4.39 -- $7.84 $3.11 -- $5.04 $3.91 -- $6.03 $3.81 -- $9.29 Financial Analyses Summary (cont.) Notes: No particular weight is attributed to any individual analysis 1. Cash and cash equivalents, and restricted cash as of 9/30/2016; Restricted cash refers to the Company’s cash deposit used as secur ity against letter of credits, bank acceptance bills and short - term loans and long - term loans 2 . Although adjusted EBITDA does include losses associated with New Products, the Cumulative New Product Losses of $63.1 milli on projected between FY2017 and FY2019 are not deducted in the Selected Companies and Selected Transactions Analyses utilizing Adjusted EBITDA 3. Based on 56.7 million shares outstanding as of 11/9/2016 per Company 10Q filed on 11/9/2016 NFY 2017 EBITDA metrics were not utilized in the current analysis, as the Company has underperformed budget year to date fisc al year 2017, has experienced delays in the launch of its French manufacturing facility, and Company management does not feel the current fiscal year results are representative of the Company’s future earnings potential LTM refers to last 12 months ended 9/30/2016 NFY refers to fiscal year 2017 projected financials provided by Company management NFY+1 refers to fiscal year 2018 projected financials provided by Company management EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization , excluding non - recurring purchase contract losses associated with Sodiaal Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contrac t losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business performance E refers to Estimated 20

Maintenance Capital Expenditure $16.5 $15.8 $9.0 $7.3 $15.0 $15.0 $15.0 $15.0 New French Manufacturing Facility 13.1 71.5 102.9 61.3 44.2 - - - Total Capital Expenditures $29.6 $87.3 $111.9 $68.6 $59.2 $15.0 $15.0 $15.0 (dollars in millions) Fiscal Year Ending March 31, LTM Ended Fiscal Year Ending March 31, CAGR 2014 2015 2016 9/30/2016 2017E 2018E 2019E 2020E 2016 to 2020E Food Segment (Existing Products) $314.4 $386.9 $328.6 $321.1 $359.2 $420.3 $431.4 $480.4 Food Segment (New Products)1 - - - 6.3 22.5 148.5 311.0 394.5 Nutritional Supplement and Others (Existing Products) 56.1 27.1 36.4 27.6 22.2 33.3 36.6 38.5 Nutritional Supplement and Others (New Products)2 - - - 0.9 27.6 74.5 82.1 84.0 Net Sales $370.5 $413.9 $365.0 $355.9 $431.5 $676.5 $861.1 $997.4 28.6% Growth % 39.4% 11.7% -11.8% 18.2% 56.8% 27.3% 15.8% Cost of Sales (217.0) (224.4) (188.2) (190.3) (264.4) (468.1) (633.9) (732.6) Gross Profit $153.5 $189.6 $176.8 $165.6 $167.1 $208.5 $227.2 $264.7 10.6% Existing Products 153.5 189.6 176.8 167.6 184.6 215.1 222.6 249.2 New Products - - - (2.0) (17.6) (6.6) 4.6 15.5 Margin % 41.4% 45.8% 48.4% 46.5% 38.7% 30.8% 26.4% 26.5% Selling and Marketing Expenses (86.6) (97.8) (94.4) (91.5) (101.1) (125.6) (130.7) (137.8) General and Administrative Expenses3 (24.6) (27.4) (27.1) (29.3) (31.0) (33.6) (33.5) (35.0) Depreciation & Amortization 15.4 15.2 9.5 9.9 15.3 26.0 26.0 26.0 EBITDA $57.7 $79.5 $64.8 $54.7 $50.3 $75.3 $89.0 $117.9 16.1% Existing Products 57.7 79.5 64.8 60.0 76.5 97.7 103.5 117.1 New Products - - - (5.3) (26.3) (22.4) (14.5) 0.8 Margin % 15.6% 19.2% 17.8% 15.4% 11.6% 11.1% 10.3% 11.8% Growth % 37.9% -18.5% -22.5% 49.7% 18.2% 32.5% Add Back: Loss of New Products - - - (5.3) (26.3) (22.4) (14.5) - Adjusted EBITDA $57.7 $79.5 $64.8 $60.0 $76.5 $97.7 $103.5 $117.9 16.1% Selected Historical and Projected Financial Information Notes: The footnotes are presented on the next page 21

Selected Historical and Projected Financial Information (cont.) Source: Company filings, Company management, Capital IQ Notes: 1. New Products from Food Segment primarily include liquid milk products 2. New Products from Nutritional Supplement and Others include whole milk powder and high oil whey powder and other non - dairy pr oducts 3. Historical General and Administrative Expenses includes government s ubsidies received by the Company of less than $1 million per year each year. Projected General and Administrative Expenses do n ot include government subsidies, as estimates of subsides were not made available CAGR refers to Compound Annual Growth Rate Converted all RMB - denominated projections into USD at the exchange rate of forecast exchange rate with mid year adjustment LTM refers to last 12 months ended 9/30/2016 E refers to estimated EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization , excluding non - recurring purchase contract losses associated with Sodiaal Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contrac t losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business performance EBIT refers to Earnings Before Interest and Taxes , excluding non - recurring purchase contract losses associated with Sodiaal The Company’s Existing Products and New Products are produced using many of the same raw materials and in the same manufactur ing facilities. The Company has estimated the allocation of Selling and Marketing, and General and Administrative expenses is allocated based on 95%:5% split between Existing Products and New Products, and Depreciation a nd Amortization expense is allocated based on revenue contribution between Existing Products and whole milk powder (New Products). As the Company only recently began operating its new manufacturing facility in France and launched its New Products in fiscal year 2017 , actual Selling and Marketing, General and Administrative, and Depreciation and Amortization expense allocation may vary materially from the figures presented on the prior page. 22

(dollars and shares in millions, except per share values) Enterprise Value / Adjusted EBITDA 3 Stock Price Equity 1 Enterprise 2 LTM NFY NFY+1 Company Ticker (11/14/2016) Value Value (x) (x) (x) Morinaga Milk Industry TSE:2264 $7.45 $1,846 $2,588 7.5x 8.0x 7.7x Biostime International SEHK:1112 $2.84 $1,818 $2,475 13.7x 10.5x 9.6x Bright Dairy & Food SHSE:600597 $2.05 $2,525 $2,463 10.6x 9.7x 8.8x Beingmate Baby & Child Food SZSE:002570 $1.75 $1,791 $1,866 NEG NEG NEG Beijing Sanyuan Foods SHSE:600429 $1.23 $1,835 $1,462 NMF NMF NMF Dutch Lady Milk Industries KLSE:DLADY $13.35 $855 $824 17.5x 16.4x NMF Yashili International SEHK:1230 $0.20 $942 $636 NMF NMF 14.9x Ausnutria Dairy Corporation SEHK:1717 $0.37 $460 $533 15.3x NA NA Maeil Dairies KOSDAQ:A005990 $31.05 $437 $530 7.5x 7.0x 6.5x Hochdorf SWX:HOCN $310.57 $438 $502 14.9x 13.7x 11.7x Synlait Milk NZSE:SML $2.19 $393 $475 8.0x 6.4x 5.5x Nam Yang Dairy Product KOSE:A003920 $614.09 $417 $208 3.4x NA NA Overall Mean 10.9x 10.2x 9.2x Median 10.6x 9.7x 8.8x High 17.5x 16.4x 14.9x Low 3.4x 6.4x 5.5x Synutra International Inc. Nasdaq:SYUT Enterprise Value / EBITDA At 11/14/2016 Closing Stock Price $4.30 $244 $532 9.7x 10.6x 7.1x Offer $6.05 $343 $631 11.5x 12.6x 8.4x Synutra International Inc. Nasdaq:SYUT Enterprise Value / Adjusted EBITDA At 11/14/2016 Closing Stock Price $4.30 $244 $532 8.9x 6.9x 5.4x Offer $6.05 $343 $631 10.5x 8.2x 6.5x Selected Companies Trading Statistics Notes: The footnotes are presented on the next page 23

Selected Companies Trading Statistics (cont.) Sources: Public filings, Bloomberg, Capital IQ , analyst reports , NFY and NFY+1 financials for Synutra per Company management Notes: 1 . Equity Market Value refers to share price * (common ADS or shares outstanding + options and warrants per the treasury stock m eth od) 2. Enterprise Value refers to equity market value + debt outstanding + preferred stock + minority interests – cash and short term investment 3. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, which has been adjusted for certai n n on - recurring items for Ausnutria Dairy Corporation Ltd., Beijing Sanyuan Foods Co., Ltd., Biostime International Holdings Limited (China), Bright Dairy & Food Co., Ltd., Dutch Lady Milk Industries Bhd , Hochdorf Holding AG, Maeil Dairies Co., Ltd., Morinaga Milk Industry Co., Ltd., Yashili International Holdings Limited . Synutra’s EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization , excluding non - recurring purchase contract losses associated with Sodiaal Synutra’s adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contract losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business performance Multiples based on forward - looking financial information have been calendarized to the Company’s fiscal year end of March 31 LTM refers to the most recently completed 12 - month period for which financial information has been made public, other than for t he Company, in which case LTM refers to last 12 months ended 9/30/2016 NFY refers to fiscal year 2017 projected financials provided by Company management for the Company and next fiscal year for w hic h financial information has not been made public for the Selected Companies NFY+1 refers to fiscal year 2018 projected financials provided by Company management for the Company and the year following N FY for the Selected Companies NA refers to not available figure NMF refers to not meaningful figure No company used in this analysis for comparative purposes is identical to the Company 24

0.0x 5.0x 10.0x 15.0x 20.0x 25.0x Synutra International Inc. Selected Companies Index Five - Year Relative EV / EBITDA Multiples Source: Capital IQ Notes: Multiples shown above are sourced from Capital IQ; as such, certain multiples may differ slightly from figures shown on other pa ges due to absence of EBITDA adjustments and CapIQ formula for calculating EV 1. As of 11/14/2016 2 . Represents median EV/EBITDA multiple of selected companies: Ausnutria Dairy Corporation Ltd., Beijing Sanyuan Foods Co., Ltd., Beingmate Baby & Child Food Co., Ltd., Biostime International Holdings Limited (China), Bright Dairy & Food Co., Ltd., Dutch Lady Milk Industries Bhd, Hochdorf Holding AG, Maeil Dairies Co., Ltd., Morinaga Milk Industry Co., Ltd., Nam Yang Dairy Product Co., Ltd, Synlait Milk Limited, Yashili International Holdings Limited 3. Calculated by taking the average of 3 years and 5 years LTM multiples , excluding negative or not meaningful figures EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization EV refers to enterprise value LTM refers to the most recently completed 12 - month period for which financial information has been made public Synutra International Inc. Index of Selected Companies 2 1/14/2016 Current 1 3 - Year Average 3 5 - Year Average 3 7.7x 8.8x 5.3x 9.9x 11.4x 10.3x 10.7x 9.4x Synutra’s EBITDA was negative or non - meaningful Synutra’s EBITDA was negative 25

(dollars in millions) Announcement % Implied Implied EV / Implied EV / Adjusted EBITDA Date Target Acquiror Sought EV Revenue Adjusted EBITDA Margin % 09/28/2016 Hengda Dairy Co., Ltd and Challenger Global Investments Limited Shenzhen Mingcheng Duling Commerce Co., Ltd; Sunlight Property Management Limited 100.0% $44.9 NA NA NA 03/03/2016 Engro Foods Limited Frieslandcampina International Holding B.V. 51.0% $930.7 1.96x 14.1x 13.9% 12/30/2015 China Dairy Group Ltd. Huaguo Liu (Chairman); Jinji Wang (Director) 51.7% 73.2 0.28x 8.4x 3.3% 09/21/2015 Oushi Mengniu (Inner Mongolia) Dairy Products Yashili International Group Limited 100.0% 210.0 1.89x 10.2x 18.5% 07/24/2015 Dumex Baby Food Co., Ltd. Yashili International Group Limited 100.0% 164.6 0.77x NMF -17.6% 04/18/2015 Dunhua Meilijian Dairy Co., Ltd. Beingmate Baby & Child Food Co., Ltd. 65.0% 42.4 2.22x 13.2x 16.8% 06/16/2014 Zhangjiakou Chahaer Dairy Co., Ltd. Rightcom Co., Ltd. 100.0% 28.1 NA NA NA 12/31/2013 Adimil (Changsha) Nutrition Products Limited Biostime Inc.; Biostime (Guangzhou) Health Products 100.0% 57.8 NA NA NA 06/18/2013 Yashili International Holdings Limited China Mengniu Dairy Co. Ltd. 89.8% 1,218.6 1.81x 9.9x 18.2% 10/03/2012 Feihe International, Inc. Morgan Stanley Private Equity Asia Limited 58.7% 275.1 0.98x 10.6x 9.3% 06/15/2012 New Zealand Dairies Limited (nka:Ex NZDL Limited) Fonterra Co-Operative Group Ltd. 100.0% 38.2 NA NA NA 04/23/2012 Pfizer Nutrition Inc. Nestlé S.A. 100.0% 11,850.0 4.94x 19.8x 25.0% 02/24/2012 Nutricion para el Conosur S.A Mead Johnson Nutrition Company 80.0% 244.2 3.54x NA NA 08/02/2011 Wockhardt Ltd., Nutritional Business G&K Baby Care Private Limited 100.0% 144.6 2.02x NA NA 03/29/2011 Hyproca Dairy Group B.V. (nka:Ausnutria Hyproca B.V.) Ausnutria Dairy Corporation Ltd. 51.0% 46.0 0.92x 10.3x 9.0% 03/03/2011 Laticínios Vale do Taquari Ltda. Tangará Foods S.A. 100.0% 33.2 NA NA NA Mean 1.94x 12.1x 10.7% Median 1.89x 10.5x 13.9% High 4.94x 19.8x 25.0% Low 0.28x 8.4x -17.6% Implied EV / EBITDA 01/15/2016 Synutra International Inc. Liang Zhang (Chairman) 36.5% $631.1 1.77x 11.5x 15.4% Implied EV / Adjusted EBITDA 01/15/2016 Synutra International Inc. Liang Zhang (Chairman) 36.5% $631.1 1.77x 10.5x 16.9% Selected Transactions Statistics Source: Capital IQ, Mergermarket , public filings Based on reported metric for the most recent LTM period prior to the announcement of the transaction NA refers to not available figure NMF refers to not meaningful figure Implied EV refers to implied enterprise value of target company, based on the announced transaction equity price and other public inf orm ation available at the time of the announcement Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, which has been adjusted for certain n on - recurring items for Oushi Mengniu (Inner Mongolia) Dairy Products Synutra’s EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization , excluding non - recurring purchase contract losses associated with Sodiaal Synutra’s adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, excluding non - recurring purchase contra ct losses associated with Sodiaal and excluding losses related to New Products; Company management’s estimate of New Product losses are approximate and could vary materially depending on actual business performance No transaction used in this analysis for comparative purposes is identical to the Transaction and no company used in this analys is for comparative purposes is identical to the Company 26

(dollars in millions, except per share values) Projected FYE March 31, 2017E 2 2018E 2019E 2020E Terminal Value Assumptions3 Implied 2020E EBITDA Net Sales $203.4 $676.5 $861.1 $997.4 Net Sales $997.4 Terminal Multiple6 Growth % 18.2% 56.8% 27.3% 15.8% Discount Rate 2.0% 3.0% 4.0% 12.00% 6.8x 7.6x 8.6x Cost of Sales (131.5) (468.1) (633.9) (732.6) Cost of Sales (721.7) 12.75% 6.3x 7.0x 7.9x Selling and Marketing Expenses (44.6) (125.6) (130.7) (137.8) Selling and Marketing Expenses (137.8) 13.50% 5.9x 6.6x 7.3x General and Administrative Expenses (12.3) (33.6) (33.5) (35.0) General and Administrative Expenses (35.0) 14.25% 5.6x 6.1x 6.8x Depreciation & Amortization 7.6 26.0 26.0 26.0 Depreciation & Amortization 15.0 15.00% 5.3x 5.8x 6.4x EBITDA $22.6 $75.3 $89.0 $117.9 EBITDA $117.9 Margin % 11.6% 11.1% 10.3% 11.8% Margin % 11.8% Depreciation & Amortization (7.6) (26.0) (26.0) (26.0) Depreciation & Amortization (15.0) PV of Terminal Value EBIT $15.1 $49.3 $63.0 $91.9 EBIT $102.9 as a % of Enterprise Value Gordon Growth Check Taxes4 (3.8) (12.3) (15.8) (23.0) Taxes4 (25.7) Discount Rate 2.0% 3.0% 4.0% Unlevered Earnings $11.3 $37.0 $47.3 $68.9 Unlevered Earnings $77.2 12.00% 81.9% 83.5% 85.2% Depreciation & Amortization 7.6 26.0 26.0 26.0 Depreciation & Amortization 15.0 12.75% 80.6% 82.3% 83.9% Capital Expenditures (22.5) (15.0) (15.0) (15.0) Capital Expenditures (15.0) 13.50% 79.4% 81.0% 82.7% Change in Net Working Capital 32.5 (20.8) (30.5) (16.8) Change in Net Working Capital5 (3.2) 14.25% 78.2% 79.8% 81.4% Unlevered Free Cash Flows $28.8 $27.1 $27.8 $63.1 Unlevered Free Cash Flows $74.0 15.00% 77.1% 78.6% 80.2% Present Value PV of Terminal Value Based of Cash Flows on Perpetual Growth Rate for Implied Enterprise Value Implied Total Equity Value Implied Equity Value Per Share8 Discount Rate (2017 - 2020) 2020 Unlevered Free Cash Flow 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 12.00% $120.7 $544.7 $611.2 $694.2 $665.4 $731.9 $815.0 $288.1 $377.3 $443.8 $526.9 $6.66 $7.83 $9.29 12.75% $119.4 $497.1 $553.4 $622.7 $616.5 $672.8 $742.1 $288.1 $328.4 $384.7 $454.0 $5.79 $6.79 $8.01 13.50% $118.1 + $455.9 $504.2 $562.7 = $574.0 $622.3 $680.8 - $288.1 = $285.9 $334.2 $392.7 = $5.04 $5.90 $6.93 14.25% $116.8 $419.9 $461.8 $511.7 $536.8 $578.6 $628.6 $288.1 $248.7 $290.5 $340.5 $4.39 $5.12 $6.00 15.00% $115.6 $388.3 $424.8 $467.9 $503.9 $540.4 $583.5 $288.1 $215.9 $252.3 $295.5 $3.81 $4.45 $5.21 Net Debt and Other7 Discounted Cash Flow Analysis 1 Notes: The footnotes are presented on the next page 27

Discounted Cash Flow Analysis 1 (cont.) Source: Based on projections provided by Company management Notes: 1. Present values as of 11/14/2016 2. Represents a 4.5 month stub period with valuation date as of 11/14/2016 3. Terminal capital expenditures and depreciation and amortization are assumed to be equal into perpetuity 4. Applies normalized tax rate at 25% per Company management 5 . Change in net working capital in the terminal year is calculated as change in net working capital in FY2020 * midpoint of per pet ual growth rate / net sales growth rate in FY2020 6 . Implied from 12.0% - 15.0% discount rate and 2 .0% - 4 .0% perpetual growth rate applied to 2020 EBITDA 7 . As of 9/30/2016, includes short – term loans, long - term loans, capital lease, non - controlling interest, receivable from disposals of subsidiaries, long - term loan receivable, cash and cash equivalents, and restricted cash 8 . Based on 56.7 million shares outstanding as of 11/9/2016 per Company 10Q filed on 11/9/2016 E refers to estimated EBITDA refers to Earnings before Interest, Taxes, Depreciation and Amortization, excluding non - recurring purchase contract losse s associated with Sodiaal EBIT refers to Earnings before Interest and Taxes, excluding non - recurring purchase contract losses associated with Sodiaal PV refers to Present Value 28

Size1 Historical Growth (Enterprise Value as of 11/14/16, millions) (2-Fiscal Year Revenue) Name Value Morinaga Milk Industry Co., Ltd. $2,587.6 Biostime International Holdings Limited (China) $2,474.9 Bright Dairy & Food Co., Ltd $2,462.9 Beingmate Baby & Child Food Co., Ltd. $1,865.6 Beijing Sanyuan Foods Co., Ltd. $1,462.4 Dutch Lady Milk Industries Bhd $824.0 Yashili International Holdings Limited $636.4 Ausnutria Dairy Corporation Ltd. $533.1 Synutra International Inc. $531.8 Maeil Dairies Co., Ltd. $530.3 Hochdorf Holding AG $501.9 Synlait Milk Limited $474.9 Nam Yang Dairy Product Co., Ltd. $208.5 Liquidity Leverage1 (Current Ratio as of 11/14/16) (Debt to EV as of 11/14/16) Name Value Nam Yang Dairy Product Co., Ltd. 4.6 Beijing Sanyuan Foods Co., Ltd. 3.1 Hochdorf Holding AG 2.4 Yashili International Holdings Limited 2.1 Maeil Dairies Co., Ltd. 2.1 Synlait Milk Limited 2.1 Ausnutria Dairy Corporation Ltd. 1.5 Beingmate Baby & Child Food Co., Ltd. 1.5 Dutch Lady Milk Industries Bhd 1.3 Biostime International Holdings Limited (China) 1.2 Bright Dairy & Food Co., Ltd 1.0 Synutra International Inc. 0.9 Morinaga Milk Industry Co., Ltd. 0.9 Leverage1 (Debt to EV as of 11/14/16) Name Value Nam Yang Dairy Product Co., Ltd. 0.0% Dutch Lady Milk Industries Bhd 0.0% Beijing Sanyuan Foods Co., Ltd. 3.5% Bright Dairy & Food Co., Ltd 7.7% Beingmate Baby & Child Food Co., Ltd. 10.5% Yashili International Holdings Limited 15.8% Hochdorf Holding AG 16.7% Ausnutria Dairy Corporation Ltd. 29.5% Maeil Dairies Co., Ltd. 30.8% Synlait Milk Limited 32.1% Morinaga Milk Industry Co., Ltd. 33.2% Biostime International Holdings Limited (China) 40.1% Synutra International Inc. 101.4% Size Size1 (LTM Revenue, millions) (Enterprise Value as of 11/14/16, millions) Name Value Morinaga Milk Industry Co., Ltd. $5,482.0 Bright Dairy & Food Co., Ltd $2,498.3 Maeil Dairies Co., Ltd. $1,364.9 Nam Yang Dairy Product Co., Ltd. $1,044.9 Biostime International Holdings Limited (China) $856.4 Beijing Sanyuan Foods Co., Ltd. $680.4 Beingmate Baby & Child Food Co., Ltd. $543.3 Hochdorf Holding AG $536.6 Synlait Milk Limited $387.1 Yashili International Holdings Limited $356.8 Ausnutria Dairy Corporation Ltd. $356.7 Synutra International Inc. $355.9 Dutch Lady Milk Industries Bhd $234.8 Internal Investment Liquidity (LTM Capital Expenditures to LTM Revenue) (Current Ratio as of 11/11/16) Name Value Synutra International Inc. 19.3% Yashili International Holdings Limited 14.1% Beijing Sanyuan Foods Co., Ltd. 10.6% Bright Dairy & Food Co., Ltd 9.8% Beingmate Baby & Child Food Co., Ltd. 7.7% Synlait Milk Limited 7.3% Morinaga Milk Industry Co., Ltd. 4.9% Hochdorf Holding AG 4.3% Ausnutria Dairy Corporation Ltd. 4.0% Maeil Dairies Co., Ltd. 3.5% Nam Yang Dairy Product Co., Ltd. 2.6% Biostime International Holdings Limited (China) 1.7% Dutch Lady Milk Industries Bhd 1.7% Profitability Relative Depreciation (LTM Adjusted EBITDA to LTM Revenue) (LTM Depr. to LTM Adjusted EBITDA) Name Value Biostime International Holdings Limited (China) 21.1% Dutch Lady Milk Industries Bhd 20.0% Synutra International Inc. 15.4% Synlait Milk Limited 15.3% Ausnutria Dairy Corporation Ltd. 9.8% Bright Dairy & Food Co., Ltd 9.3% Morinaga Milk Industry Co., Ltd. 6.3% Hochdorf Holding AG 6.3% Nam Yang Dairy Product Co., Ltd. 5.8% Maeil Dairies Co., Ltd. 5.2% Beijing Sanyuan Foods Co., Ltd. 2.4% Yashili International Holdings Limited 0.0% Beingmate Baby & Child Food Co., Ltd. -0.4% Industry Benchmarking Source: Public filings, Capital IQ Notes: 1. Enterprise value based on public trading prices of common ADS or common stock, as applicable, as of 11/14/2016 No company used in this analysis for comparative purposes is identical to the Company EV refers to Enterprise Value Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, which has been adjusted for certain n on - recurring items for Ausnutria Dairy Corporation Ltd., Beijing Sanyuan Foods Co., Ltd., Biostime International Holdings Limited (China), Bright Dairy & Food Co., Ltd., Dutch Lady Milk Industries Bhd , Hochdorf Holding AG, Maeil Dairies Co., Ltd., Morinaga Milk Industry Co., Ltd., Yashili International Holdings Limited. Current Ratio refers to current assets divided by current liabilities LTM refers to the most recently completed 12 - month period for which financial information has been made public, other than for t he Company, in which case LTM refers to last 12 months ended 9/30/2016 Relative Depreciation Internal Investment (LTM Depr. to LTM Adjusted EBITDA) (LTM Capital Expenditures to LTM Revenue) Name Value Beijing Sanyuan Foods Co., Ltd. 117.4% Nam Yang Dairy Product Co., Ltd. 56.7% Morinaga Milk Industry Co., Ltd. 50.5% Maeil Dairies Co., Ltd. 45.2% Hochdorf Holding AG 32.2% Bright Dairy & Food Co., Ltd 29.8% Synlait Milk Limited 27.1% Ausnutria Dairy Corporation Ltd. 21.6% Synutra International Inc. 18.0% Biostime International Holdings Limited (China) 11.7% Dutch Lady Milk Industries Bhd 5.2% Beingmate Baby & Child Food Co., Ltd. NMF Yashili International Holdings Limited NMF 31

Projected Growth (1-Fiscal Year Revenue) Name Value Biostime International Holdings Limited (China) 32.2% Synutra International Inc. 18.2% Synlait Milk Limited 15.0% Beijing Sanyuan Foods Co., Ltd. 7.2% Maeil Dairies Co., Ltd. 6.7% Yashili International Holdings Limited 6.3% Dutch Lady Milk Industries Bhd 5.8% Bright Dairy & Food Co., Ltd 4.0% Hochdorf Holding AG 3.5% Morinaga Milk Industry Co., Ltd. -2.0% Beingmate Baby & Child Food Co., Ltd. -19.9% Nam Yang Dairy Product Co., Ltd. NA Ausnutria Dairy Corporation Ltd. NA Projected Growth Projected Growth (1-Fiscal Year EBITDA) (5-Fiscal Year EPS) Name Value Biostime International Holdings Limited (China) 158.0% Beijing Sanyuan Foods Co., Ltd. 80.4% Bright Dairy & Food Co., Ltd 25.4% Maeil Dairies Co., Ltd. 19.8% Hochdorf Holding AG 14.3% Synlait Milk Limited 13.3% Morinaga Milk Industry Co., Ltd. 8.7% Dutch Lady Milk Industries Bhd 7.3% Synutra International Inc. -22.5% Nam Yang Dairy Product Co., Ltd. NA Beingmate Baby & Child Food Co., Ltd. NMF Yashili International Holdings Limited NMF Ausnutria Dairy Corporation Ltd. NA Projected Growth Projected Growth (2-Fiscal Year Revenue) (2-Fiscal Year EBITDA) Name Value Synutra International Inc. 36.1% Beijing Sanyuan Foods Co., Ltd. 19.9% Synlait Milk Limited 19.4% Biostime International Holdings Limited (China) 17.3% Yashili International Holdings Limited 9.3% Maeil Dairies Co., Ltd. 6.5% Dutch Lady Milk Industries Bhd 5.6% Bright Dairy & Food Co., Ltd 5.3% Hochdorf Holding AG 3.4% Morinaga Milk Industry Co., Ltd. -0.8% Beingmate Baby & Child Food Co., Ltd. -9.6% Nam Yang Dairy Product Co., Ltd. NA Ausnutria Dairy Corporation Ltd. NA Projected Growth Industry Metric 3 (2-Fiscal Year EBITDA) (Metric) Name Value Beijing Sanyuan Foods Co., Ltd. 70.4% Biostime International Holdings Limited (China) 68.8% Bright Dairy & Food Co., Ltd 18.0% Synlait Milk Limited 15.1% Hochdorf Holding AG 14.7% Maeil Dairies Co., Ltd. 13.5% Synutra International Inc. 7.7% Dutch Lady Milk Industries Bhd 6.9% Morinaga Milk Industry Co., Ltd. 6.6% Beingmate Baby & Child Food Co., Ltd. NMF Nam Yang Dairy Product Co., Ltd. NA Yashili International Holdings Limited NMF Ausnutria Dairy Corporation Ltd. NA Industry Benchmarking ( cont .) Source: Public filings, Bloomberg, Capital IQ, Company management for projected information for the Company Notes: 1. The projected growth figures of Synutra are from Company management; the projected growth figures of other companies are from analyst research reports No company used in this analysis for comparative purposes is identical to the Company EV refers to Enterprise Value LTM refers to the most recently completed 12 - month period for which financial information has been made public, other than for t he Company, in which case LTM refers to last 12 months ended 9/30/2016 NMF refers to not meaningful figure NA refers to not available figure Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, which has been adjusted for certain n on - recurring items for Ausnutria Dairy Corporation Ltd., Beijing Sanyuan Foods Co., Ltd., Biostime International Holdings Limited (China), Bright Dairy & Food Co., Ltd., Dutch Lady Milk Industries Bhd , Hochdorf Holding AG, Maeil Dairies Co., Ltd., Morinaga Milk Industry Co., Ltd., Yashili International Holdings Limited . Fiscal year based on each company’s respective fiscal year end, which is December 31 for all companies, except for Synutra (March 31), Morinaga (March 31) and Synlait (July 31) Historical Growth Projected Growth (1-Fiscal Year Adjusted EBITDA) (1-Fiscal Year EBITDA) Name Value Nam Yang Dairy Product Co., Ltd. 306.1% Synlait Milk Limited 104.5% Morinaga Milk Industry Co., Ltd. 34.5% Dutch Lady Milk Industries Bhd 29.0% Hochdorf Holding AG 13.2% Beingmate Baby & Child Food Co., Ltd. 12.2% Bright Dairy & Food Co., Ltd 10.8% Maeil Dairies Co., Ltd. 10.4% Synutra International Inc. -18.5% Ausnutria Dairy Corporation Ltd. -31.2% Biostime International Holdings Limited (China) -45.7% Yashili International Holdings Limited -78.4% Beijing Sanyuan Foods Co., Ltd. NMF Historical Growth Projected Growth (1-Fiscal Year Revenue) (1-Fiscal Year Revenue) Name Value Hochdorf Holding AG 29.4% Synlait Milk Limited 22.0% Ausnutria Dairy Corporation Ltd. 7.0% Maeil Dairies Co., Ltd. 6.5% Nam Yang Dairy Product Co., Ltd. 5.5% Biostime International Holdings Limited (China) 1.8% Morinaga Milk Industry Co., Ltd. 1.1% Beijing Sanyuan Foods Co., Ltd. 0.3% Dutch Lady Milk Industries Bhd 0.1% Bright Dairy & Food Co., Ltd -6.2% Beingmate Baby & Child Food Co., Ltd. -10.2% Synutra International Inc. -11.8% Yashili International Holdings Limited -22.3% Historical Growth Historical Growth (2-Fiscal Year Adjusted EBITDA) (1-Fiscal Year Adjusted EBITDA) Name Value Nam Yang Dairy Product Co., Ltd. 155.5% Synlait Milk Limited 106.1% Hochdorf Holding AG 30.1% Bright Dairy & Food Co., Ltd 15.5% Morinaga Milk Industry Co., Ltd. 7.4% Synutra International Inc. 6.0% Maeil Dairies Co., Ltd. 2.0% Dutch Lady Milk Industries Bhd 1.5% Ausnutria Dairy Corporation Ltd. -19.7% Biostime International Holdings Limited (China) -30.3% Beingmate Baby & Child Food Co., Ltd. -52.1% Yashili International Holdings Limited -61.6% Beijing Sanyuan Foods Co., Ltd. NMF Historical Growth Historical Growth (2-Fiscal Year Revenue) (1-Fiscal Year Revenue) Name Value Hochdorf Holding AG 20.4% Ausnutria Dairy Corporation Ltd. 11.6% Beijing Sanyuan Foods Co., Ltd. 9.6% Bright Dairy & Food Co., Ltd 9.1% Maeil Dairies Co., Ltd. 6.3% Biostime International Holdings Limited (China) 2.8% Dutch Lady Milk Industries Bhd 1.1% Morinaga Milk Industry Co., Ltd. 0.2% Nam Yang Dairy Product Co., Ltd. -0.6% Synutra International Inc. -0.7% Synlait Milk Limited -4.6% Beingmate Baby & Child Food Co., Ltd. -13.9% Yashili International Holdings Limited -15.7% 32

01/15/2016 - Synutra International Inc. $6.05 58.0% 32.0% 21.1% 22.1% (1.1%) (3.2%) (25.8%) Selected China Going - Private Premia Data Source: Capital IQ, public f ilings Notes: 1. As of announcement date or any revised offers received after announcement date 2. VWAP refers to Volume Weighted Average Price 3. 52 - Week High prior to going private announcement No transaction used in this analysis for comparative purposes is identical to the Transaction and no company used in this analysis for comparative purpos es is identical to the Company Non - binding going - private proposals of 21Vianet Group, Momo Inc., iQIYI, YY Inc . and Autohome Inc. have been withdrawn, so they were not included in the list. Price Premium 1-Day Prior 30-Day VWAP 2 60-Day VWAP 2 90 -Day VWAP 2 180-Day VWAP 2 52-Week VWAP 2 52-Week High 3 On-Going Deals 07/11/2016 - Concord Medical Services Holdings Limited $5.19 33.8% 39.8% 30.4% 19.3% 12.0% 42.9% (24.6%) 06/23/2016 - Qunar Cayman Islands Limited 30.39 15.0% (4.5%) (15.8%) (16.4%) (28.1%) 7.4% (45.7%) 06/23/2016 - Sky-mobi Limited 2.20 25.0% 20.3% 11.2% 9.9% (4.1%) 21.7% (59.5%) 06/06/2016 - eFuture Holding Inc. 6.42 17.8% 10.7% 7.2% 1.6% (37.6%) 12.1% (65.1%) 05/20/2016 - Actions Semiconductor Co., Ltd. 2.20 49.7% 50.4% 51.6% 51.7% 36.5% 42.8% 10.6% 02/17/2016 - Jumei International Holding Limited 7.00 19.9% 4.8% (10.4%) (17.7%) (44.5%) 22.3% (75.2%) 02/01/2016 - Sinovac Biotech Ltd. 7.00 39.4% 32.1% 30.0% 31.6% 30.6% 32.4% 13.3% 01/19/2016 - Zhaopin Ltd. 17.50 22.0% 17.3% 17.1% 21.5% 17.2% 15.3% (0.9%) 12/14/2015 - Trina Solar Limited 11.60 21.5% 17.7% 17.0% 20.6% 9.0% 11.4% (13.0%) 08/31/2015 - iKang Healthcare Group, Inc. 20.00 24.5% 23.2% 12.4% 9.0% 12.5% 11.5% (11.8%) 06/29/2015 - Kongzhong Corp. 8.56 21.8% 11.5% 19.7% 27.0% 32.1% 27.3% (7.9%) 06/22/2015 - China Information Technology, Inc. 4.43 31.1% 18.1% 12.8% 13.0% 13.4% 8.2% (39.7%) 06/19/2015 - AirMedia Group Inc. 6.00 70.5% 10.8% 30.2% 31.3% 46.2% 52.3% (22.1%) 06/10/2015 - Renren Inc. 4.20 2.2% 13.7% 24.6% 29.7% 35.5% 32.5% (5.6%) 06/05/2015 - JA Solar Holdings Co., Ltd. 9.69 19.9% 2.6% 1.7% 4.3% 10.2% 5.9% (14.3%) 04/27/2015 - China Cord Blood Corporation 6.40 (11.4%) 7.6% 11.0% 13.2% 17.5% 21.8% (11.6%) 08/19/2013 - Exceed Company Ltd. 1.78 19.5% 24.4% 27.9% 30.4% 30.2% 24.0% (6.3%) Mean 24.8% 17.7% 16.4% 16.5% 11.1% 23.1% (22.3%) Median 21.8% 17.3% 17.0% 19.3% 13.4% 21.8% (13.0%) High 70.5% 50.4% 51.6% 51.7% 46.2% 52.3% 13.3% Low (11.4%) (4.5%) (15.8%) (17.7%) (44.5%) 5.9% (75.2%) Announced Date Closing Date Offer Price 1 (US$) Company Name 33

Price Premium 1-Day Prior 30-Day VWAP 2 60-Day VWAP 2 90 -Day VWAP 2 180-Day VWAP 2 52-Week VWAP 2 52-Week High 3 Closed Deals 07/09/2015 09/21/2016 E-Commerce China Dangdang Inc. $6.70 2.9% (27.9%) (28.4%) (27.6%) (31.2%) (39.8%) (59.2%) 06/15/2015 09/08/2016 iDreamSky Technology Limited 14.00 (3.8%) 24.5% 39.8% 41.5% 11.7% (6.8%) (46.1%) 06/09/2015 08/12/2016 E-House China Holdings Limited 6.85 2.1% 7.8% 11.8% 9.3% (7.1%) (19.0%) (45.1%) 07/06/2015 08/03/2016 China Nepstar Chain Drugstore Ltd. 2.62 19.1% (0.9%) (1.5%) 3.0% 14.8% 15.2% (20.6%) 06/17/2015 07/15/2016 Qihoo 360 Technology Co. Ltd. 77.00 16.6% 30.3% 31.6% 39.2% 29.4% 12.0% (26.5%) 02/01/2016 07/12/2016 Ku6 Media Co., Ltd. 1.08 54.3% 36.6% 48.3% 50.6% (1.7%) 52.7% (32.5%) 11/02/2015 06/22/2016 China Ming Yang Wind Power Group Ltd. 2.51 13.1% 19.3% 17.8% 11.2% (8.5%) (5.5%) (34.3%) 06/01/2015 06/22/2016 Taomee Holdings Ltd. 3.77 26.1% 17.3% 20.9% 14.0% 6.4% (6.9%) (31.8%) 04/20/2015 06/03/2016 Xueda Education Group 5.50 95.0% 86.4% 94.1% 100.2% 89.7% (7.7%) (2.8%) 08/03/2015 05/31/2016 eLong Inc. 18.00 24.1% 20.3% (8.6%) (7.7%) (5.7%) (5.5%) (33.9%) 03/03/2015 05/13/2016 Jiayuan.com International Ltd. 7.56 62.9% 58.7% 60.6% 52.4% 39.4% 26.8% (14.6%) 09/15/2015 04/29/2016 Jinpan International Limited 4.50 24.3% 11.2% 3.6% (0.2%) (5.0%) (17.6%) (47.6%) 08/14/2015 04/20/2016 Country Style Cooking Restaurant Chain Co. Ltd. 5.23 18.9% 10.2% 3.0% 0.9% (0.3%) (4.4%) (29.8%) 07/21/2015 04/14/2016 Mecox Lane Limited 4.00 17.6% 11.9% 11.3% 9.3% 10.2% 7.2% (14.7%) 06/12/2015 04/08/2016 Bona Film Group Limited 13.70 6.5% 20.4% 28.7% 34.6% 45.5% 55.2% 3.2% 10/16/2015 04/05/2016 Youku Tudou Inc. 27.60 35.1% 53.7% 51.6% 32.0% 31.9% 35.1% (12.4%) 06/11/2015 04/01/2016 Homeinns Hotel Group 35.80 18.7% 29.0% 36.4% 36.8% 31.3% 23.9% (2.8%) 08/03/2015 03/22/2016 Global-Tech Advanced Innovations 8.85 195.0% 162.9% 150.1% 146.1% 74.2% 73.4% 0.6% 06/04/2015 03/03/2016 Mindray Medical International Limited 28.00 1.9% (3.1%) (2.3%) (2.4%) (2.6%) (4.2%) (17.2%) 06/22/2015 12/18/2015 Vimicro International Corp. 13.50 9.5% 3.4% 9.8% 15.4% 38.8% 50.9% (18.1%) 04/30/2015 12/10/2015 WuXi PharmaTech (Cayman) Inc. 46.00 16.5% 18.7% 19.5% 20.5% 23.6% 27.9% 2.2% 01/27/2014 11/19/2015 Shanda Games Limited 7.10 25.7% 47.3% 56.2% 58.7% 61.1% 66.8% 9.2% 04/13/2015 11/17/2015 Sungy Mobile Limited 4.90 8.9% 19.9% 11.0% 4.9% (30.2%) (51.5%) (76.8%) 05/18/2015 08/10/2015 China Mobile Games and Entertainment Group 22.00 7.9% 6.0% 10.6% 14.9% 3.8% 10.1% (25.9%) 01/02/2015 07/28/2015 Perfect World Co., Ltd. 20.20 28.2% 21.5% 11.3% 6.5% 5.4% 0.3% (23.0%) 05/22/2013 12/02/2014 Le Gaga Holdings Ltd 4.06 21.6% 22.0% 16.6% 15.7% 10.0% 7.7% (21.9%) 04/28/2012 11/26/2014 Sino Gas International Holdings, Inc. 1.30 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6% 03/10/2014 11/18/2014 Montage Technology Group Limited 22.60 31.7% 28.0% 24.4% 25.8% n.a. n.a. n.a. 02/17/2014 09/29/2014 Chindex International Inc. 24.00 39.9% 44.5% 44.9% 45.5% 44.0% 51.9% 24.9% 09/30/2013 09/24/2014 Charm Communications Inc. 4.70 17.2% 14.3% 13.2% 9.2% 5.2% 4.7% (21.7%) 06/06/2013 08/29/2014 iSoftStone Holdings Limited 5.70 17.8% 26.4% 25.6% 22.1% 21.1% 17.9% (19.6%) 12/24/2013 07/30/2014 Noah Education Holdings Ltd. 2.85 26.7% 21.5% 26.3% 33.5% 50.7% 54.7% 11.3% 11/25/2013 07/18/2014 Giant Interactive Group, Inc. 12.00 18.5% 31.5% 33.7% 37.4% 47.7% 58.2% 5.0% 02/10/2014 07/17/2014 AutoNavi Holdings Limited 21.00 27.0% 38.6% 40.0% 36.1% 46.1% 52.2% (0.9%) 09/04/2013 07/09/2014 China Hydroelectric Corporation 3.51 57.4% 62.5% 54.4% 48.0% 60.2% 72.0% 8.0% 10/15/2012 07/03/2014 Yongye International, Inc. 7.10 48.2% 58.3% 74.1% 83.3% 98.4% 86.2% 20.3% 10/12/2012 05/30/2014 Ninetowns Internet Technology Group Company 2.00 85.2% 79.4% 81.9% 73.7% 62.7% 62.7% (2.4%) 06/20/2013 04/23/2014 ChinaEdu Corporation 7.00 19.9% 17.9% 13.2% 14.0% 15.7% 18.3% (16.3%) 11/02/2012 04/14/2013 Trunkbow International Holdings, Ltd. 1.46 24.8% 48.6% 54.8% 49.3% 6.6% 1.1% (39.4%) 05/20/2013 03/27/2014 Pactera Technology International Ltd. 7.30 38.8% 34.5% 19.9% 14.0% 8.1% 2.5% (33.0%) 03/12/2013 03/28/2014 Camelot Information Systems Inc. 1.85 23.3% 27.6% 53.7% 51.5% 20.7% (20.0%) (54.5%) Announced Date Closing Date Company Name Offer Price 1 (US$) Selected China Going - Private Premia Data (cont.) Source: Capital IQ, public filings Notes: 1. As of announcement date or any revised offers received after announcement date 2. VWAP refers to Volume Weighted Average Price 3. 52 - Week High prior to going private announcement No transaction used in this analysis for comparative purposes is identical to the Transaction and no company used in this analysis for compa rat ive purposes is identical to the Company n.a . refers to not available figure 34

01/15/2016 - Synutra International Inc. $6.05 58.0% 32.0% 21.1% 22.1% (1.1%) (3.2%) (25.8%) Price Premium 1-Day Prior 30-Day VWAP 2 60-Day VWAP 2 90 -Day VWAP 2 180-Day VWAP 2 52-Week VWAP 2 52-Week High 3 Closed Deals (cont.) 01/20/2012 01/15/2014 AsiaInfo-Linkage, Inc. $12.00 21.0% 50.8% 43.2% 38.7% (0.1%) (13.9%) (47.6%) 03/11/2013 12/23/2013 Simcere Pharmaceutical Group. 9.66 21.4% 23.1% 22.7% 21.6% 21.3% 18.3% 2.0% 08/13/2012 07/30/2013 LJ International Inc. 2.00 24.2% 21.4% 29.2% 17.6% 4.7% (4.1%) (31.3%) 09/26/2012 07/05/2013 7 Days Group Holdings Limited 13.80 30.6% 43.2% 45.3% 42.5% 24.3% 15.6% (87.5%) 10/03/2012 06/27/2013 Feihe International, Inc. 7.40 21.3% 23.6% 14.9% 22.9% 42.8% 47.9% (20.4%) 03/27/2012 06/27/2013 Zhongpin, Inc. 13.50 46.6% 46.5% 38.6% 40.3% 44.7% 24.4% (22.0%) 09/12/2012 05/30/2013 3SBio Inc. 16.70 44.1% 45.7% 39.6% 33.8% 33.6% 37.2% 8.9% 08/13/2012 05/23/2013 Focus Media Holding Ltd. 27.50 17.6% 36.6% 33.9% 28.2% 28.2% 26.2% (16.5%) 02/15/2013 05/17/2013 China Shenghuo Pharmaceutical Holdings, Inc. 0.16 18.5% 61.5% 42.8% 46.0% (33.0%) (36.6%) (78.1%) 09/07/2012 04/08/2013 Syswin Inc. 2.05 28.1% 45.7% 39.9% 43.5% 112.5% 103.3% (86.2%) 07/06/2012 03/28/2013 ShangPharma Corporation 9.00 30.8% 44.8% 34.2% 20.4% 13.0% 4.8% (26.5%) 05/09/2012 02/06/2013 China Nuokang Bio-Pharmaceutical Inc. 5.80 56.8% 74.0% 95.9% 102.9% 41.3% 37.3% (84.3%) 05/21/2012 12/28/2012 Yucheng Technologies Limited 3.90 26.4% 28.0% 32.4% 42.5% 52.7% 43.5% 0.8% 11/03/2010 12/27/2012 Fushi Copperweld, Inc. 9.50 4.4% 1.6% 8.0% 9.4% (2.0%) 0.0% (26.6%) 04/02/2012 12/11/2012 Winner Medical Group Inc. 4.50 32.3% 29.2% 40.1% 46.4% 31.7% 12.7% (15.1%) 01/09/2012 11/09/2012 Pansoft Company Limited 4.15 106.5% 83.2% 93.2% 79.6% 36.7% 27.4% (86.7%) 05/03/2012 11/02/2012 China Mass Media Corp. 5.00 115.5% 133.1% 38.9% (3.2%) (35.0%) (38.2%) (97.0%) 02/21/2012 10/31/2012 China TransInfo Technology Corp. 5.80 12.6% 26.6% 40.0% 52.6% 67.7% 47.7% 11.5% 02/24/2012 10/17/2012 Gushan Environmental Energy Limited 1.65 34.1% 28.1% 27.7% 10.0% (13.6%) (31.8%) (94.7%) 01/06/2012 05/15/2012 Jingwei International Limited 2.20 64.2% 66.6% 57.0% 48.2% 8.3% (5.7%) (46.5%) 10/28/2011 04/20/2012 China Real Estate Information Corporation 5.73 6.1% 20.1% 7.0% (5.8%) (13.3%) (21.8%) (46.3%) 11/14/2011 04/17/2012 China GrenTech Corp. Ltd. 3.15 23.0% 34.3% 42.4% 45.7% 18.4% 11.6% (86.6%) 10/17/2011 02/14/2012 Shanda Interactive Entertainment Limited 41.35 23.5% 26.6% 25.1% 20.6% 2.3% 2.5% (88.0%) 03/07/2011 11/04/2011 China Fire & Security Group, Inc. 9.00 43.8% 52.4% 40.1% 28.1% 12.1% (13.5%) (45.4%) 10/11/2010 11/03/2011 Harbin Electric, Inc. 24.00 20.2% 36.3% 35.1% 37.7% 24.8% 22.3% (7.7%) 01/28/2011 09/16/2011 China Security & Surveillance Technology, Inc. 6.50 33.2% 30.1% 26.1% 21.3% 24.9% 11.9% (26.9%) 03/25/2011 08/25/2011 Funtalk China Holdings Limited 7.20 17.1% 34.2% 30.6% 26.7% 2.9% 3.9% (17.5%) 11/11/2010 08/19/2011 Chemspec International Limited 8.10 28.2% 29.2% 27.0% 22.8% 10.4% 14.2% (86.5%) 06/27/2011 08/11/2011 Tiens Biotech Group (USA), Inc. 1.72 67.0% 44.2% 31.5% 27.6% 21.5% 16.5% (13.1%) 04/08/2010 04/15/2011 Tongjitang Chinese Medicines Company 4.50 19.0% 22.3% 21.9% 21.0% 17.9% 18.4% (87.1%) Mean 36.2% 39.2% 37.2% 34.6% 25.5% 19.1% (27.3%) Median 24.2% 29.2% 31.6% 28.1% 19.6% 13.5% (22.5%) High 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6% Low (3.8%) (27.9%) (28.4%) (27.6%) (35.0%) (51.5%) (97.0%) Overall Mean 34.0% 35.0% 33.2% 31.1% 22.7% 19.9% (26.4%) Median 23.8% 27.1% 28.3% 26.3% 17.5% 15.3% (21.9%) High 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6% Low (11.4%) (27.9%) (28.4%) (27.6%) (44.5%) (51.5%) (97.0%) Announced Date Closing Date Company Name Offer Price 1 (US$) Selected China Going - Private Premia Data (cont.) Source: Capital IQ, public filings Notes: 1. As of announcement date or any revised offers received after announcement date 2. VWAP refers to Volume Weighted Average Price 3. 52 - Week High prior to going private announcement No transaction used in this analysis for comparative purposes is identical to the Transaction and no company used in this analysis for compa rat ive purposes is identical to the Company 35

Price Revision Data for China Going Private Transactions Source: Public filings, Capital IQ No transaction used in this analysis for comparative purposes is identical to the Transaction and no company used in this analysis for comparative purpose is identical to the Company Non - binding going - private proposals of 21Vianet Group, Momo Inc., iQIYI, YY Inc ., a nd Autohome Inc. have been withdrawn, so they were not included in the list. Announcement Date Company Domiciled Location Initial Offer Date Initial Offer Price ($) Final Offer Date Final Offer Price ($) % Change # of Revisions On-Going Deals 07/11/2016 Concord Medical Services Holdings Limited Cayman 07/11/2016 $5.19 07/11/2016 $5.19 0.0% 0 06/23/2016 Qunar Cayman Islands Limited Cayman 06/23/2016 30.39 06/23/2016 30.39 0.0% 0 06/23/2016 Sky-mobi Limited Cayman 06/23/2016 2.10 08/22/2016 2.20 4.8% 1 06/06/2016 eFuture Holding Inc. Cayman 06/06/2016 6.42 06/06/2016 6.42 0.0% 0 05/20/2016 Actions Semiconductor Co., Ltd. Cayman 05/20/2016 2.00 09/12/2016 2.20 10.0% 1 02/17/2016 Jumei International Holding Limited Cayman 02/17/2016 7.00 02/17/2016 7.00 0.0% 0 02/01/2016 Sinovac Biotech Ltd. Antigua, West Indies 02/01/2016 6.18 02/04/2016 7.00 13.3% 1 01/19/2016 Zhaopin Ltd. Cayman 01/19/2016 17.50 01/19/2016 17.50 0.0% 0 12/14/2015 Trina Solar Limited Cayman 12/14/2015 11.60 12/14/2015 11.60 0.0% 0 08/31/2015 iKang Healthcare Group, Inc. Cayman 08/31/2015 17.80 06/06/2016 20.00 12.4% 4 06/29/2015 Kongzhong Corp. Cayman 06/29/2015 8.56 06/29/2015 8.56 0.0% 0 06/22/2015 China Information Technology, Inc. BVI 06/22/2015 4.43 06/22/2015 4.43 0.0% 0 06/19/2015 AirMedia Group Inc. Cayman 06/19/2015 6.00 09/30/2015 6.00 0.0% 0 06/10/2015 Renren Inc. Cayman 06/10/2015 4.20 06/10/2015 4.20 0.0% 0 06/05/2015 JA Solar Holdings Co., Ltd. Cayman 06/05/2015 9.69 06/05/2015 9.69 0.0% 0 04/27/2015 China Cord Blood Corporation Cayman 04/27/2015 6.40 04/27/2015 6.40 0.0% 0 08/19/2013 Exceed Company Ltd. BVI 08/19/2013 1.72 12/02/2013 1.78 3.5% 1 36

Announcement Date Company Domiciled Location Initial Offer Date Initial Offer Price ($) Final Offer Date Final Offer Price ($) % Change # of Revisions Closed Deals 08/03/2015 eLong Inc. Cayman 08/03/2015 $18.00 08/03/2015 $18.00 0.0% 0 07/09/2015 E-Commerce China Dangdang Inc. Cayman 07/09/2015 7.81 05/31/2016 6.70 (14.2%) 1 06/15/2015 iDreamSky Technology Limited Cayman 06/15/2015 14.00 06/15/2015 14.00 0.0% 0 06/09/2015 E-House China Holdings Limited Cayman 06/09/2015 7.38 11/03/2015 6.85 (7.2%) 1 07/06/2015 China Nepstar Chain Drugstore Ltd. Cayman 07/06/2015 2.60 03/16/2016 2.62 0.8% 1 06/17/2015 Qihoo 360 Technology Co. Ltd. Cayman 06/17/2015 77.00 06/17/2015 77.00 0.0% 0 02/01/2016 Ku6 Media Co., Ltd. Cayman 02/01/2016 1.08 02/01/2016 1.08 0.0% 0 11/02/2015 China Ming Yang Wind Power Group Ltd. Cayman 11/02/2015 2.51 11/02/2015 2.51 0.0% 0 06/01/2015 Taomee Holdings Ltd. Cayman 06/01/2015 3.59 11/11/2015 3.77 5.0% 1 04/20/2015 Xueda Education Group Cayman 04/20/2015 3.38 07/26/2015 5.50 62.7% 1 03/03/2015 Jiayuan.com International Ltd. Cayman 03/03/2015 5.37 11/05/2015 7.56 40.8% 2 09/15/2015 Jinpan International Limited BVI 09/15/2015 4.50 01/24/2016 6.00 33.3% 1 08/14/2015 Country Style Cooking Restaurant Chain Co. Ltd. Cayman 08/14/2015 5.23 08/14/2015 5.23 0.0% 0 07/21/2015 Mecox Lane Limited Cayman 07/21/2015 4.00 07/21/2015 4.00 0.0% 0 06/12/2015 Bona Film Group Limited Cayman 06/12/2015 13.70 12/15/2015 13.70 0.0% 0 10/16/2015 Youku Tudou Inc. Cayman 10/16/2015 26.60 11/06/2015 27.60 3.8% 1 06/11/2015 Homeinns Hotel Group Cayman 06/11/2015 32.81 12/07/2015 35.80 9.1% 1 08/03/2015 Global-Tech Advanced Innovations BVI 08/03/2015 8.75 12/04/2015 8.85 1.1% 1 06/04/2015 Mindray Medical International Limited Cayman 06/04/2015 30.00 11/04/2015 28.00 (6.7%) 3 06/22/2015 Vimicro International Corp. Cayman 06/22/2015 13.50 09/15/2015 13.50 0.0% 0 04/30/2015 WuXi PharmaTech (Cayman) Inc. Cayman 04/30/2015 46.00 08/14/2015 46.00 0.0% 0 01/27/2014 Shanda Games Limited Cayman 01/27/2014 6.90 11/19/2015 7.10 2.9% 1 04/13/2015 Sungy Mobile Limited Cayman 04/13/2015 4.90 11/18/2015 4.90 0.0% 0 05/18/2015 China Mobile Games and Entertainment Group Cayman 05/18/2015 21.50 06/09/2015 22.00 2.3% 1 01/02/2015 Perfect World Co., Ltd. Cayman 12/31/2014 20.00 04/26/2015 20.20 1.0% 1 05/22/2013 Le Gaga Holdings Ltd Cayman 05/22/2013 4.01 07/30/2014 4.06 1.2% 1 04/28/2012 Sino Gas International Holdings, Inc. Utah 04/28/2012 0.48 03/28/2014 1.30 170.8% 3 03/10/2014 Montage Technology Group Limited Cayman 03/10/2014 21.50 06/11/2014 22.60 5.1% 1 02/17/2014 Chindex International Inc. Delaware 02/17/2014 19.50 04/21/2014 24.00 23.1% 1 09/30/2013 Charm Communications Inc. Cayman 09/30/2013 4.70 09/30/2013 4.70 0.0% 0 06/06/2013 iSoftStone Holdings Limited Cayman 06/06/2013 5.85 11/04/2013 5.70 (2.6%) 1 12/24/2013 Noah Education Holdings Ltd. Cayman 12/24/2013 2.80 04/02/2014 2.85 1.8% 1 11/25/2013 Giant Interactive Group, Inc. Cayman 11/25/2013 11.75 04/17/2014 12.00 2.1% 1 02/10/2014 AutoNavi Holdings Limited Cayman 02/10/2014 21.00 02/10/2014 21.00 0.0% 0 09/04/2013 China Hydroelectric Corporation Cayman 09/04/2013 2.97 01/13/2014 3.51 18.2% 2 10/15/2012 Yongye International, Inc. Nevada 10/15/2012 6.60 04/09/2014 7.10 7.6% 4 10/12/2012 Ninetowns Internet Technology Group Company Cayman 10/12/2012 2.00 10/12/2012 2.00 0.0% 0 06/20/2013 ChinaEdu Corporation Cayman 06/20/2013 7.00 06/20/2013 7.00 0.0% 0 11/02/2012 Trunkbow International Holdings, Ltd. Nevada 11/02/2012 1.46 11/02/2012 1.46 0.0% 0 05/20/2013 Pactera Technology International Ltd. Cayman 05/20/2013 7.50 10/28/2013 7.30 (2.7%) 2 Price Revision Data for China Going Private Transactions (cont.) Source: Public filings, Capital IQ No transaction used in this analysis for comparative purposes is identical to the Transaction and no company used in this analysis for compa rat ive purpose is identical to the Company 37

Announcement Date Company Domiciled Location Initial Offer Date Initial Offer Price ($) Final Offer Date Final Offer Price ($) % Change # of Revisions Closed Deals (cont.) 03/12/2013 Camelot Information Systems Inc. BVI 03/12/2013 $1.85 03/12/2013 $1.85 0.0% 0 01/20/2012 AsiaInfo-Linkage, Inc. Delaware 01/20/2012 12.00 01/20/2012 12.00 0.0% 0 03/11/2013 Simcere Pharmaceutical Group. Cayman 03/11/2013 9.56 08/28/2013 9.66 1.0% 1 08/13/2012 LJ International Inc. BVI 08/13/2012 2.00 08/13/2012 2.00 0.0% 0 09/26/2012 7 Days Group Holdings Limited Cayman 09/26/2012 12.70 03/01/2013 13.80 8.7% 1 10/03/2012 Feihe International, Inc. Utah 10/03/2012 7.40 10/03/2012 7.40 0.0% 0 03/27/2012 Zhongpin, Inc. Delaware 03/27/2012 13.50 03/27/2012 13.50 0.0% 0 09/12/2012 3SBio Inc. Cayman 09/12/2012 15.00 04/23/2014 16.70 11.3% 2 08/13/2012 Focus Media Holding Ltd. Cayman 08/13/2012 27.00 03/25/2013 27.50 1.9% 1 02/15/2013 China Shenghuo Pharmaceutical Holdings, Inc. Delaware 02/15/2013 0.15 04/16/2013 0.16 6.7% 1 09/07/2012 Syswin Inc. Cayman 09/07/2012 2.00 12/24/2012 2.05 2.5% 1 07/06/2012 ShangPharma Corporation Cayman 07/06/2012 9.00 07/06/2012 9.00 0.0% 0 05/09/2012 China Nuokang Bio-Pharmaceutical Inc. Cayman 05/09/2012 5.80 05/09/2012 5.80 0.0% 0 05/21/2012 Yucheng Technologies Limited BVI 05/21/2012 3.80 08/13/2012 3.90 2.6% 1 11/03/2010 Fushi Copperweld, Inc. Nevada 11/03/2010 11.50 12/28/2011 9.50 (17.4%) 2 04/02/2012 Winner Medical Group Inc. Nevada 04/02/2012 4.50 04/02/2012 4.50 0.0% 0 01/09/2012 Pansoft Company Limited BVI 01/09/2012 3.76 05/17/2012 4.15 10.4% 1 05/03/2012 China Mass Media Corp. Cayman 05/03/2012 5.00 05/03/2012 5.00 (0.0%) 0 02/21/2012 China TransInfo Technology Corp. Nevada 02/21/2012 5.65 06/08/2012 5.80 2.7% 1 02/24/2012 Gushan Environmental Energy Limited Cayman 02/24/2012 1.60 09/13/2012 1.65 3.1% 2 01/06/2012 Jingwei International Limited Nevada 01/06/2012 1.56 02/09/2012 2.20 41.0% 1 10/28/2011 China Real Estate Information Corporation Cayman 10/28/2011 5.73 10/28/2011 5.73 0.0% 0 11/14/2011 China GrenTech Corp. Ltd. Cayman 11/14/2011 3.10 01/12/2012 3.15 1.6% 1 10/17/2011 Shanda Interactive Entertainment Limited Cayman 10/17/2011 41.35 10/17/2011 41.35 0.0% 0 03/07/2011 China Fire & Security Group, Inc. Florida 03/07/2011 9.00 03/07/2011 9.00 0.0% 0 10/11/2010 Harbin Electric, Inc. Nevada 10/11/2010 24.00 10/11/2010 24.00 0.0% 0 01/28/2011 China Security & Surveillance Technology, Inc. Delaware 01/28/2011 6.50 01/28/2011 6.50 0.0% 0 03/25/2011 Funtalk China Holdings Limited Cayman 03/25/2011 7.10 05/11/2011 7.20 1.4% 1 11/11/2010 Chemspec International Limited Cayman 11/11/2010 8.00 03/09/2011 8.10 1.3% 1 06/27/2011 Tiens Biotech Group (USA), Inc. Delaware 06/27/2011 1.72 06/27/2011 1.72 0.0% 0 04/08/2010 Tongjitang Chinese Medicines Company Cayman 04/08/2010 4.50 04/08/2010 4.50 0.0% 0 Mean 5.5% 1 Median 0.0% 1 High 170.8% 4 Low (17.4%) 0 01/15/2016 Synutra International Inc. Delaware 01/15/2016 $5.91 09/09/2016 $6.05 2.4% 1 Price Revision Data for China Going Private Transactions (cont.) Source: Public filings, Capital IQ No transaction used in this analysis for comparative purposes is identical to the Transaction and no company used in this analysis for compa rat ive purpose is identical to the Company 38

Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collect ive ly, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Synutra International Inc. (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be co nsi dered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms h av e been given different meanings elsewhere in the materials. The materials are for discussion purposes only. Houlihan Lokey expressly disclaims any and all liability which may be based on the materials and any errors therein or omissions therefrom. Th e materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and we re not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Comm itt ee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s express prior written consent. 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Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly conte mp lated by Houlihan Lokey’s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purp or t to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Tra nsa ction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with re spe ct to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually deliv ere d to the Committee. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations wi th respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not read ily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitativ e j udgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect th e v alue of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considerin g a ll analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, mark et and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicat ive of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisal s o r to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. In preparing the materials, Houlihan Lokey has no t conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligatio n t o evaluate the solvency of the Company or any other party under any law . 39

Disclaimer ( cont.) All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including esti mat es of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyse s, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be mate ria l. Houlihan Lokey has relied upon representations made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting t he best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Co mpa ny (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the sco pe thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the ac curacy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances tha t w ould make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabili ti es, financial condition, results of operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements an d o ther information, financial or otherwise, provided to, discussed with or reviewed by Houlihan Lokey that would be material to its analyses, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commo dit y, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any o ther services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co - inve st, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obl iga tions) of, or investments in, one or more parties that may be involved in the Transaction and their respective affiliates or any currency or commodity that may be involved in the Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients. Houlihan Lokey’s personnel may make statements or provide advice that is contrary to information contained in the materials. Houlihan Lokey’s or its affiliates’ proprietary interests may conflict with the Company’s interests. Houlihan Lokey may have advised, may seek to advise and may in the future advise one or more participants in the Transaction and/or other co mp anies mentioned in the materials. 40

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