Letter Agreement



 EXHIBIT 10.18 
  
 2020 ChinaCap Acquirco, Inc. 
 c/o Surfmax
Corporation 
 221 Boston Post Road East, Suite 410 
 Marlborough, Massachusetts 01752 
 Morgan Joseph & Co. Inc. 
 600 Fifth Avenue 
 19th Floor 
 New York, New York 10020-2302 
  

	 	 Re:
	 Initial Public Offering 


 Gentlemen: 
 Pursuant to that certain Advisory Agreement dated
                    , 2007 (the “Advisory Agreement”) by and between the undersigned and 2020 Strategic Investments, LLC, a Nevis
company (“2020 Strategic Investments”), the undersigned has voting and dispositive power of the 1,312,504 shares directly owned by 2020 International Strategic Investments, as its sole manager. The undersigned, 2020 International Capital
Group Limited, a Cayman Islands company, in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) and Underwriting Agreement to underwrite an initial public
offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 14 hereof): 
 1. If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all Insider Shares owned by
it in accordance with the majority of the votes cast by the holders of the IPO Shares and will vote all shares of Common Stock of the Company acquired by it in the IPO or after market in favor of such Business Combination. 
 2. In the event that the Company fails to consummate a Business Combination within twenty-four (24) months from the effective date
(“Effective Date”) of the registration statement relating to the IPO, the undersigned will (i) take all corporate actions necessary to cause the Trust Account (as defined in the Letter of Intent) to be liquidated and distributed to
the holders of IPO Shares and (ii) take all reasonable actions within its power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to
any distribution of the Trust Account and any remaining net assets of the Company as a result of such liquidation (“Claim”) and hereby waives any Claim the undersigned may directly or indirectly have in the future as a result of, or
arising out of, any contracts or agreements with the Company and will not seek recourse, nor permit 2020 Strategic Investments to seek recourse, against the Trust Account for any reason whatsoever; provided, however, that in the event the Company
fails to consummate a Business Combination within twenty-four (24) months from the Effective Date, then the undersigned, solely with respect to any shares of Common Stock acquired in the IPO or after market, and not with respect to any Insider
Shares, will have the same rights to a proportionate share of the proceeds available from liquidation of the Trust Account as any other holder of IPO Shares. The undersigned agrees to indemnify and hold harmless the Company jointly and severally
with George Lu, Louis Koo, Yuxiao Zhang, Jianming Yu, 2020 Strategic Investments, LLC, and Win 
  







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 Wide International, Ltd. against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim brought by any vendor, or any prospective target business, in the event that the Company
does not obtain a valid and enforceable waiver from that vendor or prospective target business of its rights or claims to the Trust Account but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not
reduce the amount in the Trust Account. 
 3. In order to minimize potential conflicts of interest which may arise from
multiple affiliations, the undersigned agrees (i) not to become an officer, director or principal shareholder of entities, including but not limited to blank check companies, which are engaged in, or in the event of a Business Combination, will
be engaged in, business activities similar to those intended to be conducted by the Company until the earlier of completion of a Business Combination or the Company’s dissolution, and (ii) to present to the Company for its consideration,
prior to presentation to any other person or entity any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or a liquidation of the Company subject to any pre-existing
fiduciary, contractual, and other obligations the undersigned might have. 
 4. The undersigned acknowledges and agrees that
the Company will not consummate any Business Combination that involves a company that is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm that is a member of the National
Association of Securities Dealers, Inc. and is reasonably acceptable to Morgan Joseph that such Business Combination is fair to the Company’s stockholders from a financial perspective. 
 5. Neither the undersigned nor any affiliate of the undersigned (“Affiliate”) will be entitled to receive, nor will any of them
accept, any compensation for services rendered to the Company prior to the consummation of the Business Combination; provided, however, that commencing on the Effective Date, Surfmax Corporation (the “Related Party”) shall be allowed to
charge the Company an allocable share of its overhead, up to $7,500 per month, to compensate it for the Company’s use of the Related Party’s office space, utilities, administrative services, technology and secretarial support, and the
undersigned shall also be entitled to reimbursement from the Company for his reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. Neither the undersigned nor any Affiliate will be entitled to
receive, nor will any or them accept, a fee or any other compensation in the event the undersigned or any Affiliate originates a Business Combination. 
 6. The undersigned represents and warrants that: 
 (a) it is not subject to,
or a respondent in, any legal action for any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; 
 (b) it has never been convicted of, or pleaded guilty to, any crime (i) involving any fraud or dishonesty, or
(ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and 
  







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 (c) it has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. 
 7. The undersigned acknowledges that 2020 Strategic Investments will escrow all of its Insider Shares for the
period commencing on the Effective Date and ending six (6) months from the date of a Business Combination, subject to the terms of a Securities Escrow Agreement (the “Securities Escrow Agreement”) which the Company will enter into
with 2020 Strategic Investments, the other Initial Stockholders (as defined in the Securities Escrow Agreement), Win Wide International, Ltd., a British Virgin Islands international business company (“Win Wide”), Surfmax Co-Investments II,
LLC a Delaware limited liability company and LaSalle Bank National Association, a national banking association, as the escrow agent. 
 8. The undersigned hereby waives any right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, and agrees that
he will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination. 
 9.
George Lu, Louis Koo, Yuxiao Zhang, and Jianming Yu (each an “Affiliated Owner and collectively the “Affiliated Owners”) own collectively approximately 79.99 percent of the outstanding capital stock of the undersigned (the “2020
International Shares”). The undersigned agrees that prior to the earliest to occur of the consummation of a Business Combination or liquidation of the Trust Account, no Affiliated Owner may sell, transfer or otherwise assign, pledge, mortgage
or otherwise encumber any of his 2020 International Shares. The transfer restriction set forth in the immediately preceding sentence shall not apply to (i) transfers resulting from the death of the Affiliated Owner for estate planning purposes
to natural persons immediately related to such Affiliated Owner by blood, marriage or adoption, or (ii) transfers to any trust solely for the benefit of the Affiliated Owner and/or natural persons immediately related to such Affiliated Owner by
blood, marriage or adoption, provided that in each case any such permitted transferee or the trustee or legal guardian for each permitted transferee agrees in writing to be bound by the terms of this paragraph. Further, prior to consummation of a
Business Combination, the undersigned will not (i) issue any equity securities, or securities convertible into equity securities, that would upon issuance or conversion in the aggregate dilute the interest of any Affiliated Owner in the equity
of the undersigned by more than 20 percent, (ii) engage in a recapitalization, (iii) become a party to a merger, unless the undersigned is the surviving company, and on the condition that upon the request and satisfaction of the
Company’s counsel and counsel to Morgan Joseph, the surviving company will sign an instrument agreeing to be bound by the terms of this Agreement, (iv) dissolve or voluntarily file for bankruptcy, or (v) suspend, terminate, amend or
otherwise modify the Advisory Agreement. 
 10. The undersigned hereby agrees to not propose, or vote in favor of, or permit
2020 Strategic Investments to propose or vote in favor of, any amendment to the Company’s Second Amended and Restated Certificate of Incorporation to extend the period of time in which the Company must consummate a Business Combination prior to
its liquidation. Should such a proposal be put before stockholders other than through actions by the undersigned, the undersigned hereby agrees to vote against or cause 2020 Strategic Investments to vote against such proposal, as the case may be.
This paragraph may not be modified or amended under any circumstances. 
 11. The undersigned authorizes any employer,
financial institution, or consumer credit reporting agency to release to Morgan Joseph and its legal representatives or agents (including any investigative search firm retained by Morgan Joseph) any information they may 








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 have about the undersigned’s background and finances (“Information”). By accessing, reviewing and retaining such Information, neither Morgan Joseph nor any of its agents shall be deemed to have violated
the undersigned’s right of privacy in any manner and the undersigned hereby releases each of Morgan Joseph and any of its agents from any and all liability whatsoever regarding the use of such Information. 
 12. The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement.

 13. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. THE UNDERSIGNED HEREBY (i) AGREES THAT ANY ACTION, PROCEEDING OR CLAIM AGAINST HIM ARISING OUT OF
OR RELATING IN ANY WAY TO THIS LETTER AGREEMENT (A “PROCEEDING”) SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF THE STATE OF NEW YORK OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND IRREVOCABLY SUBMITS TO SUCH
JURISDICTION, WHICH JURISDICTION SHALL BE EXCLUSIVE, (ii) WAIVES ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM AND (iii) IRREVOCABLY AGREES TO APPOINT CT CORPORATION AS AGENT FOR
THE SERVICE OF PROCESS IN THE STATE OF NEW YORK TO RECEIVE, FOR THE UNDERSIGNED AND ON ITS BEHALF, SERVICE OF PROCESS IN ANY PROCEEDING. IF FOR ANY REASON SUCH AGENT IS UNABLE TO ACT AS SUCH, THE UNDERSIGNED WILL PROMPTLY NOTIFY THE COMPANY AND
MORGAN JOSEPH AND APPOINT A SUBSTITUTE AGENT ACCEPTABLE TO EACH OF THE COMPANY AND MORGAN JOSEPH WITHIN THIRTY (30) DAYS AND NOTHING IN THIS LETTER WILL AFFECT THE RIGHT OF EITHER PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

 14. As used herein, (i) a “Business Combination” means an acquisition or merger with an operating business
that either: (1) is located in China, (2) has its principal operations located in China, or (3) would benefit from establishing operations in China; (ii) “China” means the People’s Republic of China, the Hong Kong
Special Administrative Region or the Macau Special Administrative Region; (iii) “Common Stock” means the Company’s common stock, par value $.001 per share; (iv) “Insiders” means all officers, directors and direct
or indirect stockholders and warrant holders of the Company immediately prior to the IPO; (v) “Insider Shares” means the 1,875,000 shares of Common Stock of the Company issued to management for an aggregate consideration of $25,000,
which shall equal 20% of the number of shares sold in the IPO (without giving effect to the underwriters’ over-allotment option); (vi) “IPO Shares” means the shares of Common Stock issued in the Company’s IPO, including any
shares issued in the underwriters’ over-allotment option; and (vii) “Questionnaire” means the questionnaire completed by each Insider in connection with the IPO. 
  

			
	 2020 CHINACAP ACQUIRCO, INC., a
 Delaware corporation

		
	 By:
	 	 /s/ G. George Lu

		 	 Name: G. George Lu



  
  







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	 Title:
	 	 Chairman, Chief Executive
 Officer and President

		 	


  

					
	 INSIDER:

	 2020 INTERNATIONAL CAPITAL GROUP LIMITED, A CAYMAN ISLANDS COMPANY

		
	 By:
	 	 /s/ Louis Koo

		 	 Name:
	 	 Louis Koo

		 	 Title:
	 	 Director and Member,
 Management Committee