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 La