-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYpd5aFWW/GV8Z7cKgGR3bw69ON4mxfmM8eb2Q1IN1kvZWtLvCzWurnIA1zBkb8U uAb4Rsu6xBJc+DBNz+5QxQ== 0001412327-07-000002.txt : 20070920 0001412327-07-000002.hdr.sgml : 20070920 20070920144502 ACCESSION NUMBER: 0001412327-07-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070920 DATE AS OF CHANGE: 20070920 GROUP MEMBERS: ANDREW J.M. SPOKES GROUP MEMBERS: ASHISH H. PANT GROUP MEMBERS: CHIT SUM CYTHING NG GROUP MEMBERS: CHUN R. DING GROUP MEMBERS: DEREK C. SCHRIER GROUP MEMBERS: DOUGLAS M. MACMAHON GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: JASON E. MOMENT GROUP MEMBERS: MARK C. WEHRLY GROUP MEMBERS: MONICA R. LANDRY GROUP MEMBERS: RAJIV A. PATEL GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: TINICUM PARTNERS, L.P. GROUP MEMBERS: VINCENT GAO GROUP MEMBERS: WILLIAM F. DUHAMEL GROUP MEMBERS: WILLIAM F. MELLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pantheon China Acquisition Corp. CENTRAL INDEX KEY: 0001367209 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204665079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82291 FILM NUMBER: 071126860 BUSINESS ADDRESS: STREET 1: 3106B, OFFICE TOWER A, BEIJING FORTUNE STREET 2: PLAZA 7, DONGSANHUAN ZHONGLU, CHAOYANG CITY: BEIJING STATE: F4 ZIP: 100020 BUSINESS PHONE: 13910685200 MAIL ADDRESS: STREET 1: 3106B, OFFICE TOWER A, BEIJING FORTUNE STREET 2: PLAZA 7, DONGSANHUAN ZHONGLU, CHAOYANG CITY: BEIJING STATE: F4 ZIP: 100020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ChinaRock Capital Management LTD CENTRAL INDEX KEY: 0001412327 IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2804 ONE EXCHANGE SQUARE STREET 2: 8 CONNAUGHT PLACE CITY: CENTRAL, HONG KONG STATE: K3 ZIP: NONE BUSINESS PHONE: 852-3196-7888 MAIL ADDRESS: STREET 1: 2804 ONE EXCHANGE SQUARE STREET 2: 8 CONNAUGHT PLACE CITY: CENTRAL, HONG KONG STATE: K3 ZIP: NONE SC 13G/A 1 pantheon-13ga1.htm

 

OMB APPROVAL

 

OMB Number: 3235-0145

Expires: February 28, 2009

Estimated average burden

Hours per response . . . . 14.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)    *

 

Pantheon China Acquisition Corp.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

698659109

(Cusip Number)

 

September 10, 2007

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

( The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

Page 1 of 39 Pages

Exhibit Index Found on Page 33

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

ChinaRock Capital Management Limited [See Preliminary Note]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong, China

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

Page 2 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Chun R. Ding [See Preliminary Note]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 3 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vincent Gao [See Preliminary Note]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australia

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 4 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Chit Sum Cynthia Ng [See Preliminary Note]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong, China

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 5 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

156,500

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

156,500

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

156,500

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.2%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 6 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

151,400

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

151,400

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

151,400

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.2%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 7 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

10,100

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

10,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,100

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 8 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

10,100

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

10,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,100

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

Page 9 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tinicum Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

7,600

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

7,600

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,600

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

 

 

 

 

Page 10 of 39 Pages

 

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Offshore Investors II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

189,300

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

189,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

189,300

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

 

Page 11 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 

Page 12 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

William F. Duhamel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

 

 

Page 13 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Richard B. Fried

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 14 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Monica R. Landry

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 15 of 39 Pages

 

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Douglas M. MacMahon [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 16 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

William F. Mellin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 17 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Stephen L. Millham

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

 

 

Page 18 of 39 Pages

 

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jason E. Moment

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 19 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ashish H. Pant [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 20 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rajiv A. Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 21 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Derek C. Schrier

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 22 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Andrew J.M. Spokes [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 23 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas F. Steyer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

 

 

Page 24 of 39 Pages

 

13G

CUSIP No. 698659109

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mark C. Wehrly

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a)  [      ]

(b)  [  X  ]**

**           The reporting persons making this filing hold an aggregate of 525,000  Shares, which is 7.5% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

525,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

525,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

525,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[      ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

Page 25 of 39 Pages

 

This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on December 26, 2006 (collectively, with all amendments thereto, the “Schedule 13G”).

 

Preliminary Note: This amendment to the Schedule 13G is being filed to report that effective as of September 10, 2007, Farallon Partners, L.L.C. (the “Farallon General Partner”) entered into certain subadvisory arrangements with ChinaRock Capital Management Limited (the “ChinaRock Subadviser”) pursuant to which the ChinaRock Subadviser was granted investment discretion over certain of the assets of the Farallon Funds (as defined below). Chun R. Ding, formerly a managing member of the Farallon General Partner, is the managing partner and director of the ChinaRock SubAdviser. Chit Sum Cynthia Ng is a partner and director of the ChinaRock Subadviser. Vincent Gao is a partner of the ChinaRock Subadviser. Effective September 10, 2007, Chun R. Ding resigned as a managing member of the Farallon General Partner as well as Farallon Capital Management, L.L.C.

 

Item 1. Issuer

 

 

(a)

Name of Issuer:

 

Pantheon China Acquisition Corp.

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

3106B, Office Tower A, Beijing Fortune, Plaza 7 Dongsanhuan Zhonglu, Chaoyang District, Beijing, China 100020.

 

Item 2.

Identity And Background

 

Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))

 

This statement relates to shares of Common Stock, par value $0.0001 per share (the “Shares”) of the Company. The CUSIP number of the Shares is 698659109.

 

Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item 2(a), (b) and (c))

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 

The ChinaRock Subadvisor

 

(i)          ChinaRock Capital Management Limited, a Hong Kong company limited by shares, which is a sub-investment adviser to the Farallon Funds, with respect to all the Shares held by the Farallon Funds.

 

The ChinaRock Subadviser Individual Reporting Persons

 

Page 26 of 39 Pages

 

 

(ii)           Chun R. Ding (“Ding”), a managing partner and director of the ChinaRock Subadviser, with respect to all of the Shares held by the Farallon Funds;

 

(iii)          Vincent Gao (“Gao”), a partner of the ChinaRock Subadviser, with respect to all of the Shares held by the Farallon Funds.

 

(iv)          Chit Sum Cynthia Ng (“Ng”), a partner and director of the ChinaRock Subadviser, with respect to all of the Shares held by the Farallon Funds.

 

Ding, Gao and Ng are together referred to herein as the “ChinaRock Subadviser Individual Reporting Persons”.

 

The Farallon Funds

 

 

(v)

Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

 

 

(vi)

Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

 

 

(vii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

 

 

(viii)

Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

 

 

(ix)

Tinicum Partners, L.P., a New York limited partnership (“Tinicum”), with respect to the Shares held by it; and

 

 

(x)  

Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it.

   

FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred to herein as the “Farallon Funds.”

 

The Farallon General Partner

 

 

(xi)

Farallon Partners, L.L.C., a Delaware limited liability company which is the general partner of each of the Farallon Funds, with respect to the Shares held by each of the Farallon Funds.

 

The Farallon Managing Members  

 

 

(xii)

The following persons who are managing members of the Farallon General Partner, with respect to the Shares held by the Farallon Funds: William F.

 

Page 27 of 39 Pages

 

Duhamel (“Duhamel”), Richard B. Fried (“Fried”), Monica R. Landry (“Landry”), Douglas M. MacMahon (“MacMahon”), William F. Mellin (“Mellin”), Stephen L. Millham (“Millham”), Jason E. Moment (“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel (“Patel”), Derek C. Schrier (“Schrier”), Andrew J.M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”) and Mark C. Wehrly (“Wehrly”).

 

Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Spokes, Steyer and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.” The ChinaRock Subadviser Individual Reporting Persons and the Farallon Individual Reporting Persons are together referred to herein as the “Individual Reporting Persons.”

 

The Schedule 13G also reports that:

 

(i)            Effective as of January 1, 2007, Douglas M. MacMahon became a managing member of Farallon Partners, L.L.C., and as such may be deemed to be a beneficial owner of the securities beneficially owned by such entity as of such date;

 

(ii)            Effective as of July 1, 2007, Ashish H. Pant became a managing member of Farallon Partners, L.L.C., and as such may be deemed to be a beneficial owner of the securities beneficially owned by such entity as of such date; and

 

(iii)         Effective as of August 22, 2007, Andrew J.M. Spokes became a managing member of Farallon Partners, L.L.C., and as such may be deemed to be a beneficial owner of the securities beneficially owned by such entity as of such date.

 

The citizenship of each of the Farallon Funds, the Farallon General Partner and the ChinaRock Subadviser is set forth above. Except for Gao, Ng, Pant and Spokes, each of the Individual Reporting Persons is a citizen of the United States. Gao is a citizen of Australia, Ng is a citizen of Hong Kong, China. Pant is a citizen of India. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons other than the ChinaRock Subadviser and the ChinaRock Subadviser Individual Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. The address of the principal business office of each of the ChinaRock Subadviser and the ChinaRock Subadviser Individual Reporting Persons is 2804 One Exchange Square, 8 Connaught Place, Central, Hong Kong, China.

 

Item 3. If This Statement Is Filed Pursuant To Sections 240.13d-1(b) or 240.13d-2(b) or (c),

 

Check Whether The Person Filing Is An Entity Specified In (a) - (j):

 

Not Applicable.

 

If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check This Box. x

 

Item 4. Ownership

 

 

Page 28 of 39 Pages

 

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.

 

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner to the Farallon Funds, may be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. The ChinaRock Subadviser, as sub-investment adviser to the Farallon Funds, may be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. The Farallon Individual Reporting Persons, as managing members of the Farallon General Partner with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. The ChinaRock Subadviser Individual Reporting Persons, as managing partner and director, partner and director or partner of the ChinaRock Subadviser with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such shares owned by the Farallon Funds. Each of the Farallon General Partner, the ChinaRock Subadviser, the Farallon Individual Reporting Persons and the ChinaRock Subadviser Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

Item 5. Ownership Of Five Percent Or Less Of A Class

 

 

Not Applicable.

 

Item 6. Ownership Of More Than Five Percent On Behalf Of Another Person

 

Not Applicable.

 

Item 7. Identification And Classification Of The Subsidiary Which Acquired The Security Being                 Reported On By The Parent Holding Company

 

Not Applicable.

 

Item 8. Identification And Classification Of Members Of The Group

 

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

 

Item 9. Notice Of Dissolution Of Group

 

Not Applicable.

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of

 

Page 29 of 39 Pages

 

changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 30 of 39 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 20, 2007

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf and

as the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,

TINICUM PARTNERS, L.P. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

By Monica R. Landry,

Managing Member

 

 

/s/ Monica R. Landry

CHINAROCK CAPITAL MANAGEMENT LIMITED

By Monica R. Landry

Attorney-in-fact

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact for

each of Chun R. Ding, William F. Duhamel, Richard B. Fried, Vincent Gao, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Chit Sum Cynthia Ng, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J.M. Spokes, Thomas F. Steyer and Mark C. Wehrly

 

The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer, and Wehrly authorizing Landry to sign and file this Schedule 13G on his or her behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Persons with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference. The Power of Attorney

 

Page 31 of 39 Pages

 

executed by each of ChinaRock Capital Management Limited, Ding, Gao and Ng authorizing Landry to sign and file this Schedule 13G on its, his or her behalf is filed herewith as Exhibit 3, Exhibit 4, Exhibit 5 and Exhibit 6 respectively.

 

Page 32 of 39 Pages

 

EXHIBIT INDEX

 

EXHIBIT 2

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

EXHIBIT 3

Power of Attorney of ChinaRock Capital Management Limited

 

EXHIBIT 4

Power of Attorney of Chun R. Ding

 

EXHIBIT 5

 

Power of Attorney of Vincent Gao

 

EXHIBIT 6

 

Power of Attorney of Chit Sum Cynthia Ng

 

 

Page 33 of 39 Pages

 

EXHIBIT 2

to

SCHEDULE 13G

 

JOINT ACQUISITION STATEMENT

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: September 20, 2007

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf and

as the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,

TINICUM PARTNERS, L.P. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

By Monica R. Landry,

Managing Member

 

 

/s/ Monica R. Landry

CHINAROCK CAPITAL MANAGEMENT LIMITED

By Monica R. Landry

Attorney-in-fact

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact for

each of Chun R. Ding, William F. Duhamel, Richard B. Fried, Vincent Gao, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Chit Sum Cynthia Ng, Ashish H.

 

Page 34 of 39 Pages

 

Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J.M. Spokes, Thomas F. Steyer and Mark C. Wehrly

 

Page 35 of 39 Pages

 

EXHIBIT 3

to

SCHEDULE 13G

 

POWER OF ATTORNEY OF CHINAROCK CAPITAL MANAGEMENT LIMITED

 

The undersigned hereby appoints each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly its true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together the “Filing Documentation”) which may be required to be filed in its caacity as sub-investment adviser to certain accounts managed by Farallon Capital Management, L.L.C. and certain partnerships for which Farallon Partners, L.L.C. serves as the general partner, and granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which it might or could do, hereby ratifying and confirming all that each said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.

 

 

Date: September 13, 2007

ChinaRock Capital Management Limited

 

By: /s/ Chun R. Ding

Name: Chun R. Ding

Title: Managing Partner

 

 

Page 36 of 39 Pages

 

EXHIBIT 4

to

SCHEDULE 13G

 

POWER OF ATTORNEY OF CHUN R. DING

 

The undersigned hereby appoints each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together the “Filing Documentation”) which may be required to be filed in his individual capacity as a result of the undersigned’s position as managing partner and director of ChinaRock Capital Management Limited, and granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney, if any, executed by the undersigned in his capacity as a managing partner and director of ChinaRock Capital Management Limited.

 

Date: September 18, 2007

By: /s/ Chun R. Ding

Name: Chun R. Ding

Title: Managing Partner

 

 

Page 37 of 39 Pages

 

EXHIBIT 5

to

SCHEDULE 13G

 

POWER OF ATTORNEY OF VINCENT GAO

 

                The undersigned hereby appoints each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together the “Filing Documentation”) which may be required to be filed in his individual capacity as a result of the undersigned’s position as a partner of ChinaRock Capital Management Limited, and granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney, if any, executed by the undersigned in his capacity as an partner of ChinaRock Capital Management Limited.

 

Date: September 18, 2007

By: /s/ Vincent Gao

Name: Vincent Gao

Title: Partner

 

 

Page 38 of 39 Pages

 

EXHIBIT 6

to

SCHEDULE 13G

 

POWER OF ATTORNEY OF CHIT SUM CYNTHIA NG

 

               The undersigned hereby appoints each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendments thereto or any related documentation (together the “Filing Documentation”) which may be required to be filed in her individual capacity as a result of the undersigned’s position as a partner of ChinaRock Capital Management Limited, and granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of each of Monica R. Landry, Thomas F. Steyer and Mark C. Wehrly under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing. The undersigned hereby revokes any and all prior Powers of Attorney, if any, executed by the undersigned in her capacity as a partner of ChinaRock Capital Management Limited.

 

Date: September 18, 2007

By: /s/ Cynthia Ng

Name: Cynthia Ng

Title: Partner

 

 

Page 39 of 39 Pages

 

 

 

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