STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 22 ^nd day of June, 2009 between and among Pantheon China Acquisition Corp. (“Buyer” or “Pantheon”) and the signatories on the execution page hereof (each a “Seller” and collectively the “Sellers”).

WHEREAS, Pantheon was organized for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or control, through contractual arrangements, an operating business that has its principal operations located in the People’s Republic of China  (“Business Combination”).

WHEREAS, Pantheon consummated an initial public offering in December 2006 (“IPO”) in connection with which it raised net proceeds of approximately $32.7 million that were placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer and Trust Company (“Continental”) pending the consummation of a Business Combination, or the dissolution and liquidation of Pantheon, in the event it is unable to consummate a Business Combination by December 14, 2008.

WHEREAS, Pantheon, following approval by its stockholders, amended its certificate of incorporation (the “Extension Amendment”), to extend the time in which it must complete a Business Combination before it is required to be liquidated and grant conversion rights to holders of its public common stock in connection with such vote to approve the Extension Amendment.

WHEREAS, in connection with the Extension Amendment, Pantheon entered into a certain Put and Call Option Agreement with Modern Develop Limited (“Modern”), Mark D. Chen and the Sellers, pursuant to which Modern has the right to purchase from the Sellers certain shares of common stock of Pantheon sold in the initial public offering owned by it and the Sellers has the right to sell such shares to Modern (the “Put and Call Agreement”).

WHEREAS, Pantheon, through its wholly owned subsidiary, Pantheon Arizona Corp. (“Pantheon Arizona”), has agreed to acquire (the “Acquisition”) substantially all (93.94%) of the outstanding ordinary shares of China Cord Blood Services Corporation pursuant to certain agreements (the “Transaction Agreements”).

WHEREAS, the approval of the Acquisition is contingent upon, among other things, the affirmative vote of holders of majority of Pantheon’s outstanding shares of common stock which are present and entitled to vote at the meeting.

WHEREAS, pursuant to certain provisions in Pantheon’s certificate of incorporation, a holder of shares of common stock of Pantheon issued in the IPO may, if s/he/it votes against the Acquisition, demand that Pantheon convert such shares into cash (“Conversion Rights”).

WHEREAS, the Acquisition is subject to the exercise of Conversion Rights by holders of less than 20% of the Pantheon shares of common stock issued in the IPO.

WHEREAS, the Sellers have agreed to sell to Buyer and Buyer has agreed to purchase from the Sellers the shares of common stock set forth on the execution page of this Agreement (“Shares”) for the purchase price per share set forth thereon (which is equal to the per Share value of the Trust Account) (“Purchase Price Per Share”) and for the aggregate purchase price set forth thereon (“Aggregate Purchase Price”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1.            Purchase . The Sellers hereby sell to Buyer and Buyer hereby purchases from the Sellers at the Closing (as defined in Section 2.1) the Shares at the Purchase Price per Share, for the Aggregate Purchase Price.

2.            Agreement not to Convert; Appointment of Attorney in Fact .  In further consideration of the Aggregate Purchase Price, provided that the representations and warranties made by Buyer in Section 4.1 hereof are true and correct on the date of the stockholder meeting in connection with the approval of the Acquisition with the same effect as though made on such date and Buyer has complied in all material respects with its obligations set forth in this Agreement through such date, each Seller hereby agrees it has not and will not exercise its Conversion Rights.  Because the record date to vote on the proposals set forth in the proxy statement included in the Registration Statement on Form S-4 filed by Pantheon Arizona with the U.S. Securities Exchange Commission (the “Proxy Statement”) has passed, Buyer would not be entitled to vote the Shares at the shareholders meeting contemplated by the Proxy Statement.  Accordingly, solely with respect to the vote for the Acquisition and related proposals as set forth in the Proxy Statement, each Seller hereby irrevocably appoints Mark D. Chen, with full power of substitution, to the full extent of such Seller’s rights with respect to the Shares (and any and all other Shares or securities or rights issued or issuable in respect thereof) to vote in such manner as each such attorney and proxy or his substitute shall in his sole discretion deem proper, and otherwise act (including without limitation pursuant to written consent) with respect to all the Shares sold hereunder which such Seller is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of Pantheon held on or prior to June 30, 2009.  This proxy is coupled with an interest in the Shares and is irrevocable.  The execution of this Agreement shall revoke, without further action, all prior proxies granted by the Sellers at any time with respect to such Shares (and any such other Shares or other securities) and no subsequent proxies will be given (and if given will be deemed not to be effective) with respect thereto by the Sellers.

2.1            Closing . The closing of the purchase of the Shares (“Closing”) by Buyer will occur on or before June 30, 2009, but in no event may the Closing be later than the date the Buyer’s Trust Account is liquidated in connection with the consummation of the Acquisition (the “Closing Date”).  The Closing shall be effected delivery versus payment via the Depository Trust Company.  It shall be a condition to the obligation of Buyer on the one hand and the Sellers on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

2.2           At or before the Closing, the Sellers shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfer of ownership of the Shares from the Sellers to Buyer.  In addition, within two business days of the date of this Agreement, the Sellers shall provide the Buyer with a true and correct copy of the voting information form with respect to the Shares held by the Sellers indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions regarding the voting of such Shares or written confirmation of such information as would appear on the voting information form.

2.3           At or before the Closing, Buyer shall deliver or cause to be delivered to the Sellers payment by wire transfer of immediately available funds the Aggregate Purchase Price in accordance with Section 1 of this Agreement.

2.4           In the event payment of the Aggregate Purchase Price has not been received on July 2, 2009, then commencing on July 3, 2009 Buyer shall pay to the Sellers in immediately available funds an amount equal to the lesser of (i) 3.0% of the Aggregate Purchase Price per month (pro-rated on a daily basis based on the date when payment is required and the date such payment is made) or (ii) the highest lawful rate, for each Share held by the Sellers from the date such payment was required to be made through the date such payment is actually made.

3.            Representations and Warranties of the Sellers .

3.1           Each Seller hereby represents and warrants to Buyer on the date hereof and on the date of the Closing that:

(a)            Sophisticated Seller .  The Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

(b)            Independent Investigation . The Seller, in making the decision to sell the Shares to Buyer, has not relied upon any oral or written representations or assurances from Pantheon, Pantheon Arizona, or any of their officers, directors or employees or any other representatives or agents of Buyer or Pantheon Arizona, except as are contained in this Agreement.  The Seller has had access to and review