Letter Agreement



 EXHIBIT 10.3 
  
 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: 
 The undersigned stockholder, officer and director of 2020 ChinaCap Acquirco, Inc. (“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 15 hereof): 
 1.        If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all Insider Shares owned by him 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 him 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) 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 his 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 have in the future as a result of, or arising out of, any contracts or agreements with the
Company and will not 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, Jianming Yu, 2020 Strategic Investments, LLC, 2020 International Capital Group
Limited, Fame Mount Limited and Win 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 









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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, or until the undersigned
ceases to be a director 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, any member of the family of 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, any member of the undersigned’s family 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, any member of the undersigned’s family or any Affiliate originates a Business Combination. 
 6.        The undersigned agrees to serve as Executive Director and Vice President—Business Development until the earlier of the consummation by the
Company of a Business Combination or the liquidation of the Company; provided, however, that the undersigned is not obligated to contribute a minimum number of hours per week to the Company’s business or operations. The undersigned’s
biographical information previously furnished to the Company and Morgan Joseph and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and
contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned’s Questionnaire furnished to the
Company and Morgan Joseph and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants that: 








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   (a)        he 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)        he 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 
   (c)        he 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 will escrow all of his 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 the undersigned, the
other Initial Stockholders (as defined in the Securities Escrow Agreement), 2020 Strategic Investments, LLC, a Nevis limited liability company (“2020 Strategic Investments”), Win Wide International, Ltd., a British Virgin Islands
international business company (“Win Wide”), 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.        The undersigned owns approximately a ten percent (10%) interest in the outstanding capital stock of 2020 International Capital Group
Limited, a Cayman Islands company (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, he will not 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
undersigned for estate planning purposes to natural persons immediately related to the undersigned by blood, marriage or adoption, or (ii) transfers to any trust solely for the benefit of the undersigned and/or natural persons immediately
related to the undersigned individual 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
Section 9. Further, prior to consummation of a Business Combination, the undersigned will not propose, vote in favor of, or otherwise cause or permit 2020 International Capital Group Limited to (i) issue any equity securities, or
securities convertible into equity securities, that would upon issuance or conversion in the aggregate dilute the interest of the undersigned in the equity of 2020 International Capital Group Limited by more than 20 percent, (ii) engage in a
recapitalization, (iii) become a party to a merger, unless 2020 International Capital Group Limited 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 that certain Advisory
Agreement dated                     , 2007 by and between 2020 International Capital Group Limited and 2020 Strategic Investments. 









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 10.        The undersigned hereby agrees to not
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 such proposal. 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 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 agrees not to resign (or advise the Board that the undersigned declines to seek re-election to the Board of Directors) from his position as director of the Company as set
forth in the Registration Statement without the prior consent of Morgan Joseph until the earlier of the consummation by the Company of a Business Combination, liquidation of the Trust Account, or the liquidation of the Company. The undersigned
acknowledges that the foregoing does not interfere with or limit in any way the right of the Company to terminate the undersigned’s employment at any time (subject to other contractual rights the undersigned may have) nor confer upon the
undersigned any right to continue in the employ of Company. 
 13.        The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as Executive Directors and Vice President—Business Development of the Company. 
 14.        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
[                    ] AS AGENT FOR THE SERVICE OF PROCESS IN THE STATE OF NEW YORK TO RECEIVE, FOR THE UNDERSIGNED AND ON HIS 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. 








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 15.        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 stockholders 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:
                                        
                                        
               

		 	 Name:                                     
                                       
 

		 	 Title:                                     
                                        
  

	
	 INSIDER:

	
	                                       
                                        
                         

		 	 Yuxiao Zhang










 Exhibit A 







 Exhibit B