AMENDMENT
NO. 1 TO

     

    INVESTMENT
MANGEMENT TRUST AGREEMENT

     

    This
Amendment No. 1 (this “Amendment”), dated as of December 14, 2008, to the
Investment Management Trust Agreement (as defined below) is made by and among
Pantheon China Acquisition Corp., a Delaware corporation (including its
successors and assigns, the “PCAC”) and
Continental Stock Transfer & Trust Company (“Trustee”).  All terms
used but not defined herein shall have the meanings assigned to them in the
Agreement (as defined below).

     

    WHEREAS, PCAC and the Trustee
entered into an Investment Management Trust Agreement dated as of December 14,
2006 (the “Agreement”); and

     

    WHEREAS, Section 1(i) of the
Agreement sets forth the terms that govern the liquidation of the Trust Account
under the circumstances described therein; and

     

    WHEREAS, PCAC has sought the
approval of the Public Stockholders of a resolution to amend its certificate of
incorporation (the “Extension Amendment”) to provide that the date by which PCAC
shall be required to effect a Business Combination shall be September 30,
2009.

     

    NOW THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants
and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

     

    1.    Section 1(i)
of the Agreement is hereby amended by deleting the existing Section 1(i) in its
entirety and replacing it with the following: 

     

    (i)  Commence
liquidation of the Trust Account only after and promptly after receipt of, and
only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit B
hereto, signed on behalf of the Company by its President or Chairman of the
Board and Secretary or Assistant Secretary and affirmed by counsel for the
Company, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account only as directed in the Termination Letter and the
other documents referred to therein; provided, however, that in the event that a
Termination Letter has not been received by the Trustee by September 30, 2009
(“Last Date”), the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B hereto and
distributed to the stockholders of record on the Last Date. In all cases, the
Trustee shall provide EBC with a copy of any Termination Letters and/or any
other correspondence that it receives with respect to any proposed withdrawal
from the Trust Account promptly after it receives same. The provisions of this
Section 1(i) may not be modified, amended or deleted under any circumstances
without the consent of each Public Stockholder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.    A new Section
1(k) of the Agreement is hereby added as follows:

     

    (k)  Effect conversions of a
total of up to 1,100,603 shares held by the Public Stockholders, the holder of
such having properly tender them for conversion in connection with the approval
by the stockholders of the Company of an amendment to its certificate of
incorporation to extend the Last Date, in accordance with the following formula:
each such share be entitled to a per share conversion price equal to the
quotient determined by dividing (i) the amount in the Trust Account, inclusive
of any interest thereon, calculated as of two business days prior to December
14, 2008, by (ii) the total number of shares held by the Public Stockholders
only after and promptly after receipt of, and only in accordance with, the terms
of a letter (“Disbursal Letter”), in a form substantially similar to that
attached hereto as Exhibit D hereto, signed on behalf of the Company by its
President or Chairman of the Board and Secretary or Assistant Secretary and
affirmed by counsel for the Company.

     

    3.    Section 5(c)
of the Agreement is hereby amended by deleting the existing Section 5(c) in its
entirety and replacing it with the following:

     

    (c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. Except for Section 1(i) (which may
not be amended under any circumstances without the consent of each Public
Stockholder), this Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; provided,
however, that no such change, amendment or modification may be made without the
prior written consent of EBC.

     

    4.    All other
provisions of the Agreement shall remain unaffected by the terms
hereof.

     

    5.    This
Amendment may be signed in any number of counterparts, each of which shall be an
original and all of which shall be deemed to be one and the same instrument,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.  A facsimile signature shall be deemed to be an original
signature for purposes of this Amendment.

     

    6.    This
Amendment is intended to be in full compliance with the requirements for an
Amendment to the Agreement as required by Section 5(c) of the Agreement, and
every defect in fulfilling such requirements for an effective amendment to the
Agreement is hereby ratified, intentionally waived and relinquished by all
parties hereto.

     

    7.    This
Amendment shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction.

     

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of page intentionally left blank]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment as of the day and year first
above written.

     

     

    
      
        
          	 	PANTHEON
      CHINA ACQUISITION CORP.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Mark D. Chen	 
	 	 	      
                  Name:
      Mark D. Chen

                  Title:
      Chairman and Chief ExecutiveOfficer

                	 


        

      

    

     

     

    
      
        
          
            	 	CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/
      Steve Nelson	 
	 	 	      
                    Name:
      Steve Nelson

                    Title:
      Chairman

                  	 


          

        

      

    

    
       

    

    


    [Signature
Page to Amendment No. 1 to IMTA]

     

    
      
         

      

      
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    Exhibit
D

     

    [Letterhead
of Company]

    


    


    December
__, 2008

    


    Continental
Stock Transfer & Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:

    


    


    Re:    Trust
Account No. 530 – Disbursal Letter

    


    Gentlemen:

    


    Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Pantheon
China Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of December 14, 2006, as amended by Amendment No.
1 thereto dated as of December 14, 2008 (“Trust Agreement”), this is to advise
you that the Company has held a meeting of stockholders at which the Extension
Amendment proposal was approved.  In connection with the approval of
such Extension Amendment, the holders of up to 1,100,603 shares of the Company’s
common stock perfected their right to convert such shares into cash as further
described in the Trust Agreement.

    


    In
accordance with the terms of the Trust Agreement, we hereby (a) certify to you
that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
Statute have been met and (b) authorize you, to liquidate such investments in
the Trust Account as shall be required to effect the conversion of the Tendered
Shares and promptly convert those shares into cash as described in the Trust
Agreement.  You shall commence distribution of such funds in
accordance with the terms of the Trust Agreement and the Certificate of
Incorporation of the Company and you shall oversee the distribution of the
funds.

    


    
      
        	 
      	 
      	 
      
	 
      	
                Very
      truly yours,

                 

                PANTHEON
      CHINA ACQUISITION CORP.

              
	 
      	 
      	 
      
	 
      	
                By:  

              	 
      
	 
      	
                
                  
      

                Mark
      D. Chen, Chairman of the Board

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:  

              	 
      
	 
      	
                
                  
      Jennifer
      J. Weng, Secretary

              
	
                cc: EarlyBirdCapital,
      Inc. 

              	 
      


      

    

     

    
      
         

      

      
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