AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE
EXCHANGE
BY AND AMONG
PANTHEON CHINA ACQUISITION CORP.
PANTHEON ARIZONA CORP.
CHINA CORD BLOOD SERVICES CORPORATION
GOLDEN MEDITECH COMPANY LIMITED
AND
THE SELLING SHAREHOLDERS NAMED IN SCHEDULE I HERETO
Dated as of November 3, 2008
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE
AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE, dated as of
November 3, 2008 (this "Agreement"), by and among PANTHEON CHINA ACQUISITION
CORP., a corporation incorporated in the State of Delaware, USA ("Pantheon"),
PANTHEON ARIZONA CORP., a corporation incorporated in the State of Arizona, USA
and a wholly-owned subsidiary of Pantheon ("Pantheon Arizona"), CHINA CORD BLOOD
SERVICES CORPORATION, an exempted company incorporated in the Cayman Islands
(the "Target"), GOLDEN MEDITECH COMPANY LIMITED, an exempted company
incorporated in the Cayman Islands ("GM"), and the selling shareholders of the
Target named in Schedule I hereto (each a "Selling Shareholder" and collectively
the "Selling Shareholders"). Each of the Parties to this Agreement is
individually referred to herein as a "Party" and collectively as the "Parties."
Capitalized terms used herein that are not otherwise defined herein shall have
the meanings ascribed to them in Annex A hereto.
BACKGROUND
Pantheon has formed a wholly-owned subsidiary, Pantheon Arizona, solely for the
purposes of (1) the merger of Pantheon with and into Pantheon Arizona pursuant
to Section 253 of the General Corporation Law of the State of Delaware (the
"DGCL"), in which Pantheon Arizona will be the surviving corporation (the
"Merger"), (2) the subsequent conversion of Pantheon Arizona into a Cayman
Islands company by a transfer of domicile pursuant to Section 10-226 of the
Arizona Revised Statutes (the "ARS"), (3) the registration and continuation of
Pantheon Arizona as a Cayman Islands company pursuant to Section 221 of the
Cayman Companies Law (the "Conversion") and (4) the Share Exchange (as defined
below). The Cayman Islands company will be named China Cord Blood Services
Holdings Corporation or such other name as approved by the Target ("Pantheon
Cayman," and together with Pantheon and Pantheon Arizona, the "Pantheon
Parties").
The boards of directors of each of Pantheon and Pantheon Arizona have declared
this Agreement advisable and approved the Transactions, and each of the boards
of directors of Pantheon and Pantheon Arizona has adopted resolutions approving
the Merger and providing that (i) each share of Common Stock outstanding
immediately prior to the Merger Effective Time (as defined below) ("Pantheon
Shares") will be automatically converted at the Merger Effective Time into one
share of common stock, par value US$0.001 per share, of Pantheon Arizona
("Pantheon Arizona Shares"); and (ii) all Warrants, Underwriters Purchase Option
and other rights to purchase a Pantheon Share ("Pantheon Stock Rights," and
together with Pantheon Shares, "Pantheon Securities") will be exchanged at the
Merger Effective Time for substantially equivalent securities of Pantheon
Arizona ("Pantheon Arizona Stock Rights," and together with Pantheon Arizona
Shares, "Pantheon Arizona Securities").
The board of directors of Pantheon Arizona has approved the Conversion, upon the
terms and