0001144204-09-025800.txt : 20090512 0001144204-09-025800.hdr.sgml : 20090512 20090512165822 ACCESSION NUMBER: 0001144204-09-025800 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090512 DATE AS OF CHANGE: 20090512 GROUP MEMBERS: NA O SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pantheon China Acquisition Corp. CENTRAL INDEX KEY: 0001367209 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204665079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82291 FILM NUMBER: 09819459 BUSINESS ADDRESS: STREET 1: SUITE 10-64 #9 JIANGUOMENWAI AVENUE STREET 2: CHAOYANG DISTRICT, CITY: BEIJING STATE: F4 ZIP: 100600 BUSINESS PHONE: 86-10-85322720 MAIL ADDRESS: STREET 1: SUITE 10-64 #9 JIANGUOMENWAI AVENUE STREET 2: CHAOYANG DISTRICT, CITY: BEIJING STATE: F4 ZIP: 100600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Modern Develop Ltd CENTRAL INDEX KEY: 0001461090 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7-17 #1403, AKASAKA 6-CHOME STREET 2: MINATO-KU CITY: TOKOYO STATE: M0 ZIP: 107-0052 BUSINESS PHONE: 8109069155618 MAIL ADDRESS: STREET 1: 7-17 #1403, AKASAKA 6-CHOME STREET 2: MINATO-KU CITY: TOKOYO STATE: M0 ZIP: 107-0052 SC 13D 1 v148955_sc13d.htm

CUSIP No. 698659109

Page 1 of 6 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PANTHEON CHINA ACQUISITION CORP.

(Name of Issuer)

Common Stock, $.0001 par value per share

(Title of Class of Securities)

698659109

(CUSIP Number)

Mitchell S. Nussbaum, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

(212) 407-4159

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

December 10, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

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

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

This Schedule 13D is being filed substantially later than as is required by the Securities Exchange Act of 1934, as amended (the “Act”) and the rules and regulations promulgated thereunder. The filing persons were initially unaware of extraterritorial application of the provisions of Rule 13d-3 under such Act and their obligations relating to the reporting of beneficial, as opposed to actual, ownership of the subject securities. In addition, in view of the public filing with the Securities and Exchange Commission of the agreements giving rise thereto by the issuer of the securities and their counterparties, they did not recognize that an independent obligation arose requiring them to report such arrangements.

(Continued on following pages)

(Page 1 of 6 Pages)

CUSIP No. 698659109

Page 2 of 6 Pages


1	NAME OF REPORTING PERSONS MODERN DEVELOP LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 4,547,399
			8	SHARED VOTING POWER -0-
			9	SOLE DISPOSITIVE POWER 4,547,399
			10	SHARED DISPOSITIVE POWER -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,547,399
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.9%
14		TYPE OF REPORTING PERSON* CO

CUSIP No. 698659109

Page 3 of 6 Pages


1	NAME OF REPORTING PERSONS NA O*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 4,547,399
			8	SHARED VOTING POWER -0-
			9	SOLE DISPOSITIVE POWER 4,547,399
			10	SHARED DISPOSITIVE POWER -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,547,399
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.9%
14		TYPE OF REPORTING PERSON* IN

* Also known as: Na Wang

CUSIP No. 698659109

Page 4 of 6 Pages

Item 1.

Security and Issuer.

This statement relates to the common stock, par value $.0001 per share (“Common Stock”), of Pantheon China Acquisition Corp., a Delaware corporation (the “Issuer”). The address of the Issuer's principal executive office is Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China 100600.

Item 2.

Identity and Background.

(a), (f)

This Schedule 13D is filed by (i) Modern Develop Limited, a corporation organized under the jurisdiction of the British Virgin Islands (“Modern”); and (ii) Na O, a citizen of Japan, (collectively, the “Reporting Persons”). Na O is the sole director, sole executive officer and sole person controlling Modern. Na O is also known as Na Wang.

(b)

The business address of each of the Reporting Persons is 7-14-#1403, Akasaka 6-chome, Minato-ku, Tokyo, Japan.

(c)

Modern is in the business of acting as an investment holding company. The principal occupation of Ms. O is an investment specialist.

(d)

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e)

During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds and Other Consideration.

On December 10, 2008, the Issuer entered into two Put and Call Option Agreements (the “Agreements”) with Modern and certain institutional investors. Pursuant to the Agreements, Modern has agreed to be obligated to purchase, and such institutional investors have agreed to be obligated to sell, an aggregate of 4,547,399 shares at an exercise price of $5.97 per share. Modern’s call options have an initial term commencing on the date of the Agreements and ending on June 30, 2009, and may be extended to September 30, 2009 or on the record date of a business combination if not exercised sooner. Modern paid an aggregate option fee of $2,501,070 for the initial term of the call options and in the event Modern elects to extend the call options it will pay an aggregate extension option fee of $1,931,280 to the institutional investors, in each case pro rata to the number of shares held by such investors.

Item 4.

Purpose of Transaction.

The purpose of the transactions described in Item 3 is investment.

Modern does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or (j) any similar action to those enumerated above.

CUSIP No. 698659109

Page 5 of 6 Pages

Item 5.

Interest in Securities of the Company.

(a) Each of the Reporting Persons beneficially owns an aggregate of 4,547,399 shares of Common Stock, representing approximately 74.9% of the total issued and outstanding shares of Common Stock based on 6,070,389 shares outstanding as of December 31, 2008.

(b) None of the Reporting Persons share voting or dispositive power over any shares of Common Stock.

(c) Other than the entry into of the Put and Call Agreements as reported in this Schedule 13D, none of the Reporting Persons have effected any transactions in the Common Stock of the Issuer in the past sixty (60) days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by the Reporting Person.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.

Materials to be Filed as Exhibits.

1.	Put and Call Option Agreement dated December 10, 2008.

2.	Put and Call Option Agreement dated December 10, 2008.

3.	Joint Filing Agreement, dated as of March 26, 2009 among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

CUSIP No. 698659109

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 12, 2009

	MODERN DEVELOP LIMITED

	By:	/s/ Na O
		Name: Na O
		Title: Authorized Signatory


		/s/ Na O
		Na O

EX-99.1 2 v148955_ex99-1.htm

THIS PUT AND CALL OPTION AGREEMENT (this “Agreement”) is made on December 10, 2008

BETWEEN:

(1)	MODERN DEVELOP LIMITED of Flat C, 7/F Block 1, Island Place, 51 Tanner Road, North Point, Hong Kong (“Modern”);
(2)	PANTHEON CHINA ACQUISITION CORP. of Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100600 (“Pantheon”); and
(3)	MARK D. CHEN of Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100600 (“Chen”);
(4)	VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD. of 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606 (“VPCO”); and
(5)	VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD. of 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606 (“VPSS” and together with VPCO, “Victory Park”).

WHEREAS:

(A)	Simultaneously with the entering into of this Agreement, Victory Park is entering into purchase agreements with stockholders of Pantheon for the purchase of an aggregate of 2,273,700 shares (the “Shares”) of the common stock of Pantheon at a purchase price of approximately $5.97 per Share.

(B)	Modern is interested in acquiring the right to purchase the Shares and Victory Park is interested in acquiring the right to require Modern to purchase the Shares, in each case during the time period and upon the terms and conditions described herein.

IT IS AGREED as follows:

1.	DEFINITIONS

“Call Option” means the call option granted under Section 2.

“Closing Date” means the date specified in a Put Option Notice or a Call Option Notice, as the case may be.

“Early Termination Date” means the date on which the parties to the Merger Agreement terminate or abandon such agreement and the transactions contemplated thereby.

“Extended Term” means from July 1, 2009 until September 30, 2009.

“Extension Approval Date” means December 14, 2008, the date on which the stockholders of Pantheon vote to approve the amendments to its certificate of incorporation described in its definitive proxy statement on Schedule 14A filed on December 4, 2008 (the “Extension Proxy”).

“Extension Option Fee” means $0.4247 per Share.

“Holder” means Victory Park.

“Initial Term” means from the date hereof until June 30, 2009.

“Merger Agreement” means the Agreement and Plan of Merger, Conversion and Share Exchange, dated as of November 3, 2008 between Pantheon, China Cord Blood Services Corporation Limited (“CCBS”) and certain of the shareholders of CCBS named therein.

“Merger Closing” means the completion of the transactions contemplated by the Merger Agreement.

“Option Fee” means $0.55 per Share plus the 125,000 shares of Pantheon common stock referred to in Section 2.4.

“Option Price” means $5.97 per Share.

“Put Option” means the option granted under Section 3.

“Shares” has the meaning set forth in the recitals above.

“Trust Fund” means the trust account established in connection with Pantheon’s initial public offering.

2.	CALL OPTION

	2.1.	In consideration of the payment of the Option Fee, Victory Park hereby grants to Modern an option to require such Holder to sell all (and not less than all) of the Shares owned by such Holder to Modern at the Option Price during the Initial Term, provided that such option shall expire on the earlier of (i) the Initial Term or (ii) the record date for the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement.

	2.2.	Subject to the payment of the Extension Option Fee as described in Section 2.5 below, Victory Park hereby grants to Modern an option to require such Holder to sell all (and not less than all) of the Shares owned by such Holder to Modern at the Option Price during the Extended Term, provided that such option shall expire on the earlier of (i) the expiration of the Extended Term or (ii) the record date for the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement.

	2.3.	On the date (the “Commencement Date”) of the closing of the purchase of Shares pursuant to the purchase agreements entered into simultaneously herewith which shall bring the aggregate amount owned by Victory Park to 2,273,700 shares of Pantheon common stock:

2.3.1.

Modern shall transfer $2,530,000 of the Option Fee to an escrow account (the “Escrow Account”) maintained by Loeb & Loeb LLP, as escrow agent (which escrow agent is acceptable to Victory Park and Rodman & Renshaw LLC (“Rodman”)), which amount shall be disbursed

2.3.1.1.

Up to $345,998 upon the Commencement Date as follows: $0.076087 per share owned by Victory Park on the Commencement Date in accordance with wire transfer instructions previously furnished by Victory Park; and

2.3.1.2.

Up to $1,836,754 upon the earlier to occur of the Extension Approval Date (or the immediately following business day) and the Early Termination Date as follows: $0.403913 per share owned by Victory Park on the Commencement Date in accordance with wire transfer instructions previously furnished by Victory Park, of which $300,000 of such amount is deemed a transaction fee, and up to $318,318 to the account of Rodman (calculated at $.07 per share owned by Victory Park on the Commencement Date) in accordance with wire transfer instructions previously furnished by Rodman; and

2.3.1.3.

In the event the Extension is not approved on the Extension Approval Date and Pantheon has not effected a Liquidation (as defined in Section 4.3) by the 15th day following the Commencement Date, then up to $24,500 per day from such 15th day until such Liquidation shall have been effected shall be transferred from the Escrow Account on a weekly basis to Victory Park on the weekly anniversary thereof (or the next following business day) as follows: $0.037283 per share owned by Victory Park on the Commencement Date in accordance with wire transfer instructions previously furnished by Victory Park.

2.4.

Simultaneously herewith, Chen hereby sells, transfers and assigns all right, title and interest in 125,000 shares of Pantheon’s common stock currently owned by Chen to Victory Park. Chen shall tender certificates representing such shares to Victory Park on termination of the Escrow Period as defined in the Stock Escrow Agreement dated December 14, 2006 to which Chen is a party relating to such shares. In addition, Chen hereby assigns to Victory Park his registration rights with respect to such shares under the Registration Rights Agreement dated December 14, 2006 to which Chen is a party.

2.5.

In the event Modern shall elect to extend the term of this Agreement to September 30, 2009, on or prior to June 30, 2009, Modern shall notify Victory Park in writing of such extension and shall transfer up to $1,931,280 of the Extension Option Fee as follows: $0.4247 per Share owned by Victory Park on the Commencement Date in accordance with wire transfer instructions previously furnished by Victory Park.

3.	PUT OPTION

3.1.

In consideration of the grant of the Call Option, Modern hereby grants Victory Park the option to require Modern to buy from such Holder any or all of the Shares owned by such Holder at the Option Price on the 5th business day preceding the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement.

4.	VOTING OF SHARES; LOCK-UP; FORCED LIQUIDATION

	4.1.	Victory Park may vote against the business combination proposal presented at the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement if the Call Option has not been exercised and the Option Price to be received by such Holder has not been fully paid prior to such meeting.

	4.2.	Victory Park agrees not to take any action (including any purchase or sale of any security or the establishment of any arbitrage or similar derivative position relating to any security) that is reasonably expected to materially adversely affect the adoption of the proposals described in the Extension Proxy.

	4.3.	In the event of an Early Termination Date, Pantheon hereby agrees to effect an early liquidation of its assets in accordance with Delaware law (a “Liquidation”) within ten (10) business days following such Early Termination Date.

	4.4.	Except as contemplated by this Agreement, Victory Park agrees that, from the date hereof until the earlier of (i) the nine month anniversary of the Commencement Date or (ii) the Merger Closing, it will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission promulgated thereunder (each, a “Transfer”) with respect to, any Shares.

	4.5.	In the event there has not been a closing pursuant to Section 5 hereof during the Initial Term and Modern has not elected to extend the term of this Agreement to September 30, 2009 pursuant to Section 2.5 hereof and delivered the Extension Option Fee within ten (10) business days following June 30, 2009, Pantheon hereby agrees to effect a Liquidation on such tenth business day.

5.	COMPLETION

5.1.

If a Put Option or, as the case may be, Call Option is exercised, a closing shall be held on the Closing Date specified in the relevant notice at the offices of Pantheon’s counsel, Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 at which Victory Park will deliver certificates representing such Shares as shall have been specified in the relevant notice (or shall have delivered such Shares through the book-entry facilities of DTC as directed by Modern) and Modern will deliver immediately available funds equal to the aggregate Option Price for such Shares to an account of Victory Park previously furnished to Modern within five business days of such closing.

6.	INDEMNIFICATION

	6.1.	In the event of the liquidation of the Trust Fund while Victory Park owns any Shares, Modern and Chen hereby agree, jointly and severally, to indemnify and hold harmless Victory Park against any loss incurred in such liquidation in an amount equal to the difference between the amount received by Victory Park upon liquidation per Share and $5.97 per Share.

	6.2.	Modern and Chen hereby agree, jointly and severally, to indemnify and hold harmless Victory Park and each of its partners, principals, members, officers, directors, employees, agents, representatives and affiliated or managed funds from and against any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever, and any and all lawsuits, inquiries, proceedings and investigations in respect thereof, whether pending or threatened, to which any such party may become subject, arising in any manner out of or in connection with this Agreement or the transactions contemplated herein to the fullest extent permitted under applicable law, regardless of whether any of such parties is a party hereto, and immediately upon request reimburse such party for such party’s legal and other expenses as they are incurred in connection with investigating, preparing, defending, paying, settling or compromising any such action, inquiry, proceeding or investigation (including, without limitation, usual and customary per diem compensation for any such party’s involvement in discovery proceedings or testimony); provided that neither Modern nor Chen shall be liable for any such loss, liability, claim, damage or expense resulting from actions taken by Victory Park in bad faith or as a result of its gross negligence or willful misconduct; and provided further that such foregoing indemnity pursuant to this Section 6.2 shall not be available for any losses, claims, damages, liabilities or expenses or with respect to any lawsuits, inquiries, proceedings and investigations in respect thereof to the extent such arise out of any actions taken after the earlier of the Closing Date and the Merger Closing.

6.3.

Modern and Chen hereby agree, jointly and severally, to indemnify Rodman, its affiliates (within the meaning of the Securities Act of 1933, as amended), and each of its respective partners, directors, officers, agents, consultants, employees and controlling persons (within the meaning of the Securities Act of 1933, as amended)(each of Rodman and such other person or entity is hereinafter referred to as an “Indemnified Person”), from and against any and all losses, claims, damages, liabilities and expenses, joint or several, and all actions, inquiries, proceedings and investigations in respect thereof, to which any Indemnified Person may become subject arising in any manner out of or in connection with this Agreement, regardless of whether any of such Indemnified Persons is a party hereto, and immediately upon request reimburse an Indemnified Person for such person’s legal and other expenses as they are incurred in connection with investigating, preparing, defending, paying, settling or compromising any such action, inquiry, proceeding or investigation (including without limitation, usual and customary per diem compensation for any Indemnified Person’s involvement in discovery proceedings or testimony), provided that neither Modern nor Chen shall be liable for any such loss, liability, claim, damage or expense resulting from actions taken by Rodman in bad faith or as a result of its gross negligence or willful misconduct

7.	REPRESENTATIONS AND WARRANTIES AND COVENANTS

7.1. Pantheon represents and warrants that is not aware of any outstanding liabilities that are not subject to an effective waiver of claims against the Trust Fund, except those liabilities set forth on the Schedule of Liabilities attached hereto and such Schedule of Liabilities includes all liabilities that resulted from, and potential liabilities that could result from, target businesses, vendors and service providers that have not waived any claims against the Trust Fund.

7.2 Pantheon hereby represents and warrants that it has not obtained (except as otherwise disclosed on the Schedule of Liabilities described in Section 7.1 above) and agrees that it will not obtain, the services of any vendor or service provider unless and until such vendor or service provider acknowledges in writing that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Fund and waives any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Pantheon and will not seek recourse against the Trust Fund for any reason whatsoever; provided that the foregoing shall not apply to Pantheon’s independent accountants.

7.3 Pantheon agrees to invest the monies in the Trust Fund in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 until the earlier of the Merger Closing or two business days prior to the liquidation of the Trust Fund.

7.4 Pantheon agrees that it shall not incur any Indebtedness (as defined below) in excess of $5,000 without the prior written consent of Victory Park prior to the earlier of the Merger Closing or the Early Termination Date, unless the Call Option has been exercised and the Option Price has been paid in full; provided that such consent shall not be unreasonably withheld in the case of Indebtedness of Pantheon to the officers of Pantheon, or any Indebtedness the holders of which shall have waived any right or claim against Trust Account and incurred solely to fund Pantheon’s normal business expenses. “Indebtedness” means (a) indebtedness for borrowed money or the deferred price of property, goods or services (other than trade and other payables incurred in the ordinary course of business), such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, and (c) capital lease obligations.

8.	COUNTERPARTS; FACSIMILE EXECUTION

8.1.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

9.	ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES

9.1.

This Agreement, taken together with all Schedules hereto (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the matters contemplated hereby and (b) is not intended to confer upon any person other than the parties (and those persons described in Section 6.3 as entitled to indemnification hereunder) any rights or remedies.

10.	GOVERNING LAW

10.1.

In accordance with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Pantheon, Modern and Chen each hereby appoints, without power of revocation, Loeb & Loeb, LLP, New York, New York, Attn: Mitchell Nussbaum, as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this Agreement.

11.	ASSIGNMENT

11.1.

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other party, provided that Modern may assign its rights under the Call Option to purchase the Shares, but not its obligation to purchase the Shares, to any other person. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

12.

EXPENSES

12.1.

Modern shall pay not later than December 15, 2008 the legal fees and expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to Victory Park, in the amount of $25,000.

[remainder of page left intentionally blank; signature page follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

By: Victory Park Capital Advisors, LLC, its investment manager

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.

By: Victory Park Capital Advisors, LLC, its investment manager

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

MODERN DEVELOP LIMITED

By: /s/ Na O

Name: Na O

Title: Director

PANTHEON CHINA ACQUISITION CORP.

By: /s/ Mark D. Chen

Name: Mark D. Chen

Title: Chairman and CEO

/s/ Mark D. Chen

Name: Mark D. Chen

SCHEDULE 1

PUT OPTION NOTICE

To: Modern

Attention: [•]

[Date]

Ladies and Gentlemen,

Put Option Notice

We refer to the Put and Call Option Agreement (the “Put and Call Option Agreement”) dated December 10, 2008 and made between you and the undersigned. Terms defined in the Put and Call Option Agreement shall bear the same meaning when used herein.

We hereby confirm that we wish to exercise the option granted under Section 3 of the Put and Call Option Agreement and accordingly the Put Option is hereby exercised with respect to ________ Shares.

The Closing Date shall be [•].

This put option notice is irrevocable and is governed by, and shall be construed in accordance with the laws of the State of New York.

Yours faithfully

VICTORY PARK CAPITAL ADVISORS, LLC

By:

Name: Scott R. Zemnick

Title: General Counsel

VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

By: Victory Park Capital Advisors, LLC, its investment manager

By:

Name: Scott R. Zemnick

Title: General Counsel

VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.

By: Victory Park Capital Advisors, LLC, its investment manager

By:

Name: Scott R. Zemnick

Title: General Counsel

SCHEDULE 2

FORM OF CALL OPTION NOTICE



To:		VICTORY PARK CAPITAL ADVISORS, LLC
		[•]
Attention:		[•]

[Date]

Ladies and Gentlemen,

Call Option Notice

We refer to the Put and Call Option Agreement (the “Put and Call Option Agreement”) dated December 10, 2008 and made between you and Modern. Terms defined in the Put and Call Option Agreement shall bear the same meaning when used herein.

We hereby confirm that we wish to exercise the option granted under Section 2 of the Put and Call Option Agreement and accordingly the Call Option is hereby exercised with respect to ______ Shares.

The Closing Date shall be [•].

This call option notice is irrevocable and is governed by, and shall be construed in accordance with the laws of the State of New York.

Yours faithfully

SCHEDULE OF LIABILITIES

McGladrey & Pullen	$23,683
Horwath	15,000
PR Newswire	1,620
	$40,303

EX-99.2 3 v148955_ex99-2.htm

THIS PUT AND CALL OPTION AGREEMENT (this “Agreement”) is made on December 10, 2008

BETWEEN:

(1)	MODERN DEVELOP LIMITED of Flat C, 7/F Block 1, Island Place, 51 Tanner Road, North Point, Hong Kong (“Modern”);
(2)	PANTHEON CHINA ACQUISITION CORP. of Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100600 (“Pantheon”); and
(3)	MARK D. CHEN of Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100600 (“Chen”); and
(4)	YA GLOBAL INVESTMENTS, L.P. of 101 Hudson Street, Suite 3700 Jersey City, NJ 07302 (“YA Global”);

WHEREAS:

(A)	Simultaneously with the entering into of this Agreement, YA Global is entering into purchase agreements with stockholders of Pantheon for the purchase of an aggregate of 2,273,699 shares (the “Shares”) of the common stock of Pantheon at a purchase price of approximately $5.97 per Share.

(B)	Modern is interested in acquiring the right to purchase the Shares and YA Global is interested in acquiring the right to require Modern to purchase the Shares, in each case during the time period and upon the terms and conditions described herein.

IT IS AGREED as follows:

1.	DEFINITIONS

“Call Option” means the call option granted under Section 2.

“Closing Date” means the date specified in a Put Option Notice or a Call Option Notice, as the case may be.

“Early Termination Date” means the date on which the parties to the Merger Agreement terminate or abandon such agreement and the transactions contemplated thereby.

“Extended Term” means from July 1, 2009 until September 30, 2009.

“Extension Option Fee” means $0.4247 per Share.

“Holder” means each of YA Global.

“Initial Term” means from the date hereof until June 30, 2009.

“Merger Closing” means the completion of the transactions contemplated by the Merger Agreement.

“Option Fee” means $0.55 per Share plus the 125,000 shares of Pantheon common stock referred to in Section 2.4.

“Option Price” means $5.97 per Share.

“Put Option” means the option granted under Section 3.

“Shares” has the meaning set forth in the recitals above.

“Trust Fund” means the trust account established in connection with Pantheon’s initial public offering.

2.	CALL OPTION

	2.1.	In consideration of the payment of the Option Fee, YA Global hereby grants to Modern an option to require such Holder to sell all (and not less than all) of the Shares owned by such Holder to Modern at the Option Price during the Initial Term, provided that such option shall expire on the earlier of (i) the expiration of the Initial Term or (ii) the record date for the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement.

	2.2.	Subject to the payment of the Extension Option Fee as described in Section 2.5 below, YA Global hereby grants to Modern an option to require such Holder to sell all (and not less than all) of the Shares owned by such Holder to Modern at the Option Price during the Extended Term, provided that such option shall expire on the earlier of (i) the expiration of the Extended Term or (ii) the record date for the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement.

	2.3.	On the date (the “Commencement Date”) of the closing of the purchase of Shares pursuant to the purchase agreements entered into simultaneously herewith which shall bring the aggregate amount owned by YA Global to 2,273,699 shares of Pantheon common stock:

2.3.1.

Modern shall transfer $2,530,000 of the Option Fee to an escrow account (the “Escrow Account”) maintained by Loeb & Loeb LLP, as escrow agent (which escrow agent is acceptable to YA Global and Rodman & Renshaw LLC (“Rodman”)), which amount shall be disbursed

2.3.1.1.

Up to $345,998 upon the Commencement Date as follows: $0.076087 per share owned by YA Global on the Commencement Date in accordance with wire transfer instructions previously furnished by YA Global; and

2.3.1.2.

Up to $1,836,754 upon the earlier to occur of the Extension Approval Date (or the immediately following business day) and the Early Termination Date as follows: $0.403913 per share owned by YA Global on the Commencement Date in accordance with wire transfer instructions previously furnished by YA Global, and up to $318,318 to the account of Rodman (calculated at $.07 per share owned by YA Global on the Commencement Date) in accordance with wire transfer instructions previously furnished by Rodman; and

2.3.1.3.

In the event the Extension is not approved on the Extension Approval Date and Pantheon has not effected a Liquidation (as defined in Section 4.3) by the 15th day following the Commencement Date, then $24,500 per day from such 15th day until such Liquidation shall have been effected shall be transferred from the Escrow Account on a weekly basis to YA Global on the weekly anniversary thereof (or the next following business day) as follows: $0.037283 per share owned by YA Global on the Commencement Date in accordance with wire transfer instructions previously furnished by YA Global.

2.4.

Simultaneously herewith, Chen hereby sells, transfers and assigns all right, title and interest in 125,000 shares of Pantheon’s common stock currently owned by Chen to YA Global. Chen shall tender certificates representing such shares to YA Global on termination of the Escrow Period as defined in the Stock Escrow Agreement dated December 14, 2006 to which Chen is a party relating to such shares. In addition, Chen hereby assigns to YA Global his registration rights with respect to such shares under the Registration Rights Agreement dated December 14, 2006 to which Chen is a party.

2.5.

In the event Modern shall elect to extend the term of this Agreement to September 30, 2009, on or prior to June 30, 2009, Modern shall notify YA Global in writing of such extension and shall transfer up to $1,931,280 of the Extension Option Fee as follows: $0.4247 per Share owned by YA Global on the Commencement Date in accordance with wire transfer instructions previously furnished by YA Global.

3.	PUT OPTION

3.1.

4.	VOTING OF SHARES; LOCK-UP; FORCED LIQUIDATION

	4.1.	YA Global may vote against the business combination proposal presented at the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement if the Call Option has not been exercised and the Option Price to be received by such Holder has not been fully paid prior to such meeting.

	4.2.	YA Global agrees not to take any action (including any purchase or sale of any security or the establishment of any arbitrage or similar derivative position relating to any security) that is reasonably expected to materially adversely affect the adoption of the proposals described in the Extension Proxy.

	4.3.	In the event of an Early Termination Date, Pantheon hereby agrees to effect an early liquidation of its assets in accordance with Delaware law (a “Liquidation”) within ten (10) business days following such Early Termination Date.

	4.4.	Except as contemplated by this Agreement, YA Global agrees that, from the date hereof until the earlier of (i) the nine month anniversary of the Commencement Date or (ii) the Merger Closing, it will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission promulgated thereunder (each, a “Transfer”) with respect to, any Shares.

	4.5.	In the event there has not been a closing pursuant to Section 5 hereof during the Initial Term and Modern has not elected to extend the term of this Agreement to September 30, 2009 pursuant to Section 2.5 hereof and delivered the Extension Option Fee within ten (10) business days following June 30, 2009, Pantheon hereby agrees to effect a Liquidation on such tenth business day.

5.	COMPLETION

5.1.

If a Put Option or, as the case may be, Call Option is exercised, a closing shall be held on the Closing Date specified in the relevant notice at the offices of Pantheon’s counsel, Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 at which YA Global will deliver certificates representing such Shares as shall have been specified in the relevant notice (or shall have delivered such Shares through the book-entry facilities of DTC as directed by Modern) and Modern will deliver immediately available funds equal to the aggregate Option Price for such Shares to an account of YA Global previously furnished to Modern within five business days of such closing.

6.	INDEMNIFICATION

	6.1.	In the event of the liquidation of the Trust Fund while YA Global owns any Shares, Modern and Chen hereby agree, jointly and severally, to indemnify and hold harmless YA Global against any loss incurred in such liquidation in an amount equal to the difference between the amount received by YA Global upon liquidation per Share and $5.97 per Share.

	6.2.	Modern and Chen hereby agree, jointly and severally, to indemnify and hold harmless YA Global and each of its partners, principals, members, officers, directors, employees, agents, representatives and affiliated or managed funds from and against any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever, and any and all actions, inquiries, proceedings and investigations in respect thereof, whether pending or threatened, to which any such party may become subject, arising in any manner out of or in connection with this Agreement or the transactions contemplated herein to the fullest extent permitted under applicable law, regardless of whether any of such parties is a party hereto, and immediately upon request reimburse such party for such party’s legal and other expenses as they are incurred in connection with investigating, preparing, defending, paying, settling or compromising any such action, inquiry, proceeding or investigation (including, without limitation, usual and customary per diem compensation for any such party’s involvement in discovery proceedings or testimony); provided that neither Modern nor Chen shall be liable for any such loss, liability, claim, damage or expense resulting from actions taken by YA Global in bad faith or as a result of its gross negligence or willful misconduct; and provided further that such foregoing indemnity pursuant to this Section 6.2 shall not be available for any losses, claims, damages, liabilities or expenses or with respect to any lawsuits, inquiries, proceedings and investigations in respect thereof to the extent such arise out of any actions taken after the earlier of the Closing Date and the Merger Closing.

6.3.

7.	REPRESENTATIONS AND WARRANTIES AND COVENANTS

7.4 Pantheon agrees that it shall not incur any Indebtedness (as defined below) in excess of $5,000 without the prior written consent of YA Global prior to the earlier of the Merger Closing or the Early Termination Date, unless the Call Option has been exercised and the Option Price has been paid in full; provided that such consent shall not be unreasonably withheld in the case of Indebtedness of Pantheon to the officers of Pantheon, or any Indebtedness the holders of which shall have waived any right or claim against Trust Account and incurred solely to fund Pantheon’s normal business expenses. “Indebtedness” means (a) indebtedness for borrowed money or the deferred price of property, goods or services (other than trade and other payables incurred in the ordinary course of business), such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, and (c) capital lease obligations.

8.	COUNTERPARTS; FACSIMILE EXECUTION

8.1.

9.	ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES

9.1.

10.	GOVERNING LAW

10.1.

11.	ASSIGNMENT

11.1.

12.

EXPENSES

12.1.

Modern shall pay not later than December 15, 2008 the legal fees and expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to YA Global, in the amount of $25,000.

[remainder of page left intentionally blank; signature page follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

YA GLOBAL INVESTMENTS, L.P.

BY: YA GLOBAL ADVISORS, LLC

Its: Investment Manager

By: /s/ Troy Rillo

Name: Troy Rillo

Title: Senior Managing Director

MODERN DEVELOP LIMITED

By: /s/ Na O

Name: Na O

Title: Director

PANTHEON CHINA ACQUISITION CORP.

By: /s/ Mark D. Chen

Name: Mark D. Chen

Title: Chairman and CEO

/s/ Mark D. Chen

Name: Mark D. Chen

SCHEDULE 1

PUT OPTION NOTICE

To: Modern

Attention: [•]

[Date]

Ladies and Gentlemen,

Put Option Notice

We hereby confirm that we wish to exercise the option granted under Section 3 of the Put and Call Option Agreement and accordingly the Put Option is hereby exercised with respect to ________ Shares.

The Closing Date shall be [•].

This put option notice is irrevocable and is governed by, and shall be construed in accordance with the laws of the State of New York.

Yours faithfully

YA GLOBAL INVESTMENTS, L.P.

BY: YA GLOBAL ADVISORS, LLC

Its: Investment Manager

By:

Name:

Title:

SCHEDULE 2

FORM OF CALL OPTION NOTICE



To:		YA GLOBAL INVESTMENTS, L.P. BY: YA GLOBAL ADVISORS, LLC Its: Investment Manager
		[•]
Attention:		[•]

[Date]

Ladies and Gentlemen,

Call Option Notice

We hereby confirm that we wish to exercise the option granted under Section 2 of the Put and Call Option Agreement and accordingly the Call Option is hereby exercised with respect to ______ Shares.

The Closing Date shall be [•].

This call option notice is irrevocable and is governed by, and shall be construed in accordance with the laws of the State of New York.

Yours faithfully

SCHEDULE OF LIABILITIES

McGladrey & Pullen	$23,683
Horwath	15,000
PR Newswire	1,620
	$40,303

EX-99.3 4 v148955_ex99-3.htm

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Pantheon China Acquisition Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 26th day of March, 2009.

MODERN DEVELOP LIMITED

By: /s/ Na O

Name: Na O

Title: Authorized Signatory

/s/ Na O

Na O