NUMBER

              	 	
                SHARES

              
	 	 	 
	
                ______C

              	 	 


      

      


       

      PANTHEON
        CHINA ACQUISITION CORP.

       

      INCORPORATED
        UNDER THE LAWS OF THE STATE OF DELAWARE

       

      COMMON
        STOCK

       

      SEE
        REVERSE FOR

      CERTAIN
        DEFINITIONS

       

      
        	
                This
                  Certifies that

              	
                CUSIP
                  ________

              
	 	 
	 	 
	
                is
                  the owner of

              	 


      

      


       

      FULLY
        PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
        STOCK OF

       

      PANTHEON
        CHINA ACQUISITION CORP.

       

      transferable
        on the books of the Corporation in person or by duly authorized attorney
        upon
        surrender of this certificate properly endorsed. 

      The
        Corporation will be forced to liquidate if it is unable to complete a business
        combination within 18 months from the consummation of its initial public
        offering (or 24 months if certain extension criteria have been satisfied),
        all
        as more fully described in the Corporation’s final prospectus dated ________,
        2006

      This
        certificate is not valid unless countersigned by the Transfer Agent and
        registered by the Registrar.

      Witness
        the facsimile seal of the Corporation and the facsimile signatures of its
        duly
        authorized officers.

      
 

      
        	
                 Dated:

              	 	 	 	 
	 	 	 

                

              	 	 
	 CHAIRMAN	 	 	 	 SECRETARY


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

       

      TEN
        COM
        - as
        tenants in common  
 UNIF
        GIFT
        MIN ACT - _____ Custodian ______

      TEN
        ENT
        -   as
        tenants by the entireties             
         (Cust)     
        (Minor)

      JT
        TEN
        -       as
        joint
        tenants with right of survivorship                                   
        under Uniform Gifts to Minors

      and
        not
        as tenants in common                     
        Act ______________

       (State)

      


      Additional
        Abbreviations may also be used though not in the above list.

       

      Pantheon
        China Acquisition Corp.

       

      The
        Corporation will furnish without charge to each stockholder who so requests
        the
        powers, designations, preferences and relative, participating, optional or
        other
        special rights of each class of stock or series thereof of the Corporation
        and
        the qualifications, limitations, or restrictions of such preferences and/or
        rights. This certificate and the shares represented thereby are issued and
        shall
        be held subject to all the provisions of the Certificate of Incorporation
        and
        all amendments thereto and resolutions of the Board of Directors providing
        for
        the issue of shares of Preferred Stock (copies of which may be obtained from
        the
        secretary of the Corporation), to all of which the holder of this certificate
        by
        acceptance hereof assents.

       

      For
        value received, ___________________________ hereby sell, assign and transfer
        unto

      
        
          	
                   

                	 
	
                  PLEASE
                    INSERT SOCIAL SECURITY OR 
OTHER IDENTIFYING
                    NUMBER OF ASSIGNEE

                	 	 
	 	 	 


        

        
 

        
          	 
	
                  (PLEASE
                    PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
                    ASSIGNEE)

                
	 
	 
	 
	
                   

                	 shares
	 	 
	of
                  the capital stock represented by the within
                  Certificate, and do hereby irrevocably constitute and
                  appoint	 
	 	 Attorney
	
                  to
                    transfer the said stock on the books of the within named Corporation
                    will
                    full power of substitution in the premises.

                	 


        

      

       

      
        	 Dated
                ___________________	 	 


        	 	
                Notice:

              	
                The
                  signature to this assignment must correspond with the name as written
                  upon
                  the face of the certificate in every particular, without alteration
                  or
                  enlargement or any change whatever.

              


      

       

      
        	 	 	 
	Signature(s)
                Guaranteed:	 
	 
 	 
 	 
 
	 	 	 
	
                THE
                  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                  (BANKS,
                  STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
                  MEMBERSHIP
                  IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
                  TO S.E.C. RULE 17Ad-15).

              	 
	 	 


      

      The
        holder of this certificate shall be entitled to receive funds from the trust
        fund only in the event of the Company’s liquidation upon failure to consummate a
        business combination or if the holder seeks to convert his respective shares
        into cash upon a business combination which he voted against and which is
        actually completed by the Company. In no other circumstances shall the holder
        have any right or interest of any kind in or to the trust fund.