SYUT Synutra International, Inc.

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☑

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Calculated solely for the purposes of determining the filing fee. The filing fee is calculated based on the sum of 20,690,400 shares of common stock issued and outstanding as of December 8, 2016 (being the remainder of the 56,690,400 shares of common stock as of December 8, 2016 minus the 36,000,000 shares of common stock beneficially owned by the buyer group) multiplied by US$6.05 per share merger consideration (the “ Transaction Valuation ”).

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The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2017, was calculated by multiplying the Transaction Valuation by 0.0001159.

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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid: US$14,508.01
Form or Registration No.: Schedule 14A
Filing Party: Synutra International, Inc.
Date Filed: December 9, 2016

TABLE OF CONTENTS

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INTRODUCTION

This Amendment No. 3 (this “ Final Amendment ”) to Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “ Transaction Statement ”), is being filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), jointly by the following persons (each, a “ Filing Person ,” and collectively, the “ Filing Persons ”):

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Synutra International, Inc., a Delaware corporation (the “ Company ”), the issuer of the common stock, par value US$0.0001 per share (the “ Common Stock ”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act;

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Beams Power Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“ Parent ”);

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Beams Power Merger Sub Limited, a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”);

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Mr. Liang Zhang, the chairman and chief executive officer of the Company (“ Mr. Zhang ”); and

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Ms. Xiuqing Meng, the spouse of Mr. Zhang and the sole shareholder and director of Parent (“ Ms. Meng ”).

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In this Transaction Statement, we refer to Parent, Merger Sub, Mr. Zhang and Ms. Meng collectively as the “ buyer group .”

This Transaction Statement relates to the agreement and plan of merger, dated as of November 17, 2016, by and among Parent, Merger Sub and the Company (the “ merger agreement ”), pursuant to which Merger Sub was merged with and into the Company with the Company continuing as the surviving company (the “ merger ”).

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 15   Additional Information

Item 15(b) is hereby amended and supplemented as follows:

On April 28, 2017, at 11:00 a.m. (Beijing Time), a special meeting of the stockholders of the Company was held at the Synutra International Building, 106 Dong Lu Yuan, Tongzhou District, Beijing 101101, China. At the special meeting, the stockholders of the Company voted in favor of, among others, the proposal to adopt the merger agreement.

On May 15, 2017, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the merger became effective on May 15, 2017. As a result of the merger, the Company ceased to be a publicly traded company and became wholly owned by Parent.

At the effective time of the merger, (a) each share of the Common Stock of the Company issued and outstanding immediately prior to the effective time of the merger (other than the excluded shares and the dissenting shares, as defined below) was converted into the right to receive the per share merger consideration of US$6.05 without interest and subject to any applicable withholding taxes; (b) each share of the Common Stock held by (i) any of Parent, Merger Sub and any other direct or indirect subsidiary of Parent and (ii) the Company ((i) and (ii) collectively, the “ excluded shares ”) was automatically cancelled and no payment or distribution was made to the holders of such excluded shares; and (c) each share of the Common Stock owned by stockholders of the Company who had properly and validly perfected and had not effectively withdrawn or lost their appraisal rights pursuant to Section 262 of the General Corporation

Law of the State of Delaware (the “ dissenting shares ”) was cancelled, and each holder of the dissenting shares ceased to have any rights with respect thereto, except for the right to receive the fair value of such shares as determined in accordance with the provisions of the General Corporation Law of the State of Delaware.

As a result of the merger, the shares of the Common Stock of the Company will no longer be listed on the NASDAQ Global Select Market (the “ NASDAQ ”). The Company has requested the NASDAQ to file Form 25 with the SEC to notify the SEC of the delisting of the Company’s shares on the NASDAQ and deregistration of the Company’s registered securities under the Exchange Act. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately ten days. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

Item 16   Exhibits

The list of exhibits in the Exhibit Index to this Transaction Statement is incorporated herein by reference.

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SIGNATURES

After due 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: May 16, 2017

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Exhibit Index

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Previously filed on December 9, 2016.

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