[JOINT FILING AGREEMENT Beams Power Investment Limited Xiuqing Meng Director Xiuqing Meng Liang Zhang EX-3.1 2 v112302_ex3-1.htm] [EXECUTION VERSION NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the “ Agreement ”) is made as of April 23, 2008, by and between Beams Power Investment Limited Issuer ”), with its registered office located at Akara Building, 24 De Castro Street , Wickhams Cay I, Road Town, Tortola, British Virgin Islands, and Warburg Pincus Private Equity IX, L.P. (the “] [BEAMS POWER INVESTMENT LIMITED SENIOR EXCHANGEABLE NOTE Original Principal Amount: U.S.$30,000,000 FOR VALUE RECEIVED, Issuer ”), hereby promises to pay to Warburg Pincus Private Equity IX, L.P. or its registered assigns (the “ Holder Principal 1 PAYMENTS OF PRINCIPAL, PREMIUM AND LATE CHARGES . On the Maturity Date, the Issuer shall pay to the Holder an amount in cash representing] [EXECUTION VERSION SHARE PLEDGE AGREEMENT This Share Pledge Agreement (the “ Agreement ”) is made as of April 23, 2008, by and among Beams Power Investment Limited Pledgor ”), with its registered office located at Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands, Warburg Pincus Private Equity IX, L.P. (the “ Secured Party] [SYNUTRA INTERNATIONAL, INC. 2275 Research Blvd, Suite 500 Rockville, MD 20850, USA Telephone: +1-301-840-3888 +1-202-246-8818 Facsimile: +1-301-987-2344 VIA FACSIMILE April 16, 2008 ABN AMRO Bank N.V., Hong Kong Branch 38/F, Cheung Kong Centre 2 Queen’s Road Central Hong Kong Attention: Shirley Yiu, Helen Fei, Carlos Wong, Clarice Tsang, Jessamine Lam Warburg Pincus Private Equity IX, L.P. c/o Warburg Pincus LLC] [(Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87164C 10 2 (CUSIP Number) Synutra International, Inc. 2275 Research Blvd., Suite 500 Rockville, MD 20850 Attn: Weiguo Zhang (301) 840-3888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 23, 2008 (Date of Event which Requires Filing of This]