[] [AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SYNUTRA INTERNATIONAL, INC. This Amended and Restated Certificate of Incorporation of Synutra International, Inc., was duly adopted in accordance with the provisions of Sections 141, 242 and 245 of the Delaware General Corporation Law (the “ DGCL ”). The original Certificate of Incorporation was filed on February 23, 2004 under the name Vorsatech] [AMENDED AND RESTATED BYLAWS OF SYNUTRA INTERNATIONAL, INC., A DELAWARE CORPORATION ARTICLE I OFFICES Section 1.1 Principal Office. (a) Company ”) shall be at such place established by the Board of Directors (the “ Board ”) in its discretion. (b) Section 1.2 Registered Office. The registered office in the State of Delaware is hereby fixed and located at The Corporation] [I, Liang Zhang, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Synutra International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [I, Lawrence Lee, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Synutra International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 , 2008 EX-32.1 6 v131099_ex32-1.htm] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 , 2008 EX-32.2 7 v131099_ex32-2.htm]