10-K/A 1 v155095_10ka.htm FORM 10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K/A
(Amendment No. 1)

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008

or

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number:  001-33799

2020 CHINACAP ACQUIRCO, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  
20-5500605
(I.R.S. Employer
Identification No.)

c/o Surfmax Corporation
221 Boston Post Road East, Suite 410
Malborough, Massachusetts
Address of principal executive offices)
  
01752
(Zip Code)

(508) 624-4948
Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
  
Name of Each Exchange on Which Registered
Common Stock, par value $.0001 per share
Common Stock Purchase Warrants
Units consisting of one share of Common Stock
and one Warrant
  
NYSE Amex
NYSE Amex
NYSE Amex
 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained here, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K x

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o     Accelerated filer o     Non-accelerated filer oSmaller reporting company x 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x   No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $63,781,875.
As of December 31, 2008, 10,500,000 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.

 
 
 
 
EXPLANATORY NOTE
 
2020 ChinaCap Acquirco, Inc. (the “Company”) hereby amends its Annual Report on Form 10-K for the quarter ended March 31, 2009, which was filed with the Securities and Exchange Commission on March 30, 2009 (the “Original Filing”), solely to amend and replace the certifications of its chief executive officer and chief financial officer that were filed as Exhibits 31.1 and 31.2 to the original filing.  The certifications are being replaced to include language that was inadvertently omitted in the certifications filed with the original filing.  No other part of the original filing is being amended hereby and this amendment does not reflect events that have occurred after the filing of the original filing.
 
 
 
 
 
EXHIBIT INDEX

3.1
  
Form of Second Amended and Restated Certificate of Incorporation*
3.2
  
Amended and Restated By-laws.*
4.1
  
Specimen Unit Certificate.*
4.2
  
Specimen Common Stock Certificate.*
4.3
  
Specimen Warrant Certificate.*
4.4
  
Form of Unit Purchase Option to be granted to Representative.*
4.5
  
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.1
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and George Lu and Yanmei May Yang.*
10.2
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and Louis Koo.*
10.3
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and Yuxiao Zhang.*
10.4
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc., Fame Mount Limited and Jianming Yu.*
10.5
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and William Hsu.*
10.6
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and William Sharp.*
10.7
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and Jun Lei.*
10.8
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and Donald Sull.*
10.9
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and 2020 Strategic Investments, LLC.*
10.10
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and Win Wide International Ltd.*
10.11
  
Form of Investment Management Trust Agreement between LaSalle Bank National Association and the Registrant.*
10.12
  
Form of Securities Escrow Agreement between the Registrant, LaSalle Bank National Association, the Initial Stockholders, Surfmax II Co-Investments II, LLC and Win Wide International Ltd.*
10.13
  
Form of Letter Agreement between Surfmax Corporation and Registrant regarding administrative support.*
10.14
  
Promissory Note issued to George Lu by the Registrant.*
10.14.1
  
First Amendment to Promissory Note between the Registrant and George Lu.*
10.15
  
Promissory Note issued to 2020 International Capital Group Limited by the Registrant.*
10.16
  
Form of Warrant Purchase Agreement between the Company, Win Wide International Ltd. and Surfmax Co-Investments II, LLC.*
10.17
  
Form of Registration Rights Agreement among the Registrant and the Initial Stockholders Win Wide International Ltd and Surfmax.*
10.18
  
Letter Agreement among the Registrant, Morgan Joseph & Co. Inc. and 2020 International Capital Group Limited.*
10.19
  
Letter Agreement among the Registrant, Morgan Joseph & Co., Inc. and Surfmax Co-Investments II, LLC.*
10.20
  
Promissory note issued to 2020 ChinaCap International Capital Group Limited on August 2, 2008.**
10.21
  
Promissory note issued to 2020 ChinaCap International Capital Group Limited on December 1, 2008.**
31.1
  
Rule 13a-14(a)  Certification of Chief Executive Officer.
31.2
  
Rule 13a-14(a)  Certification of Chief Financial Officer.
32.1
  
Statement of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350.**

*
All incorporated by reference to the registrant’s Registration Statement on Form S-1 (File No. 333- 142255) filed on April 20, 2007, as amended.
**
Previously filed.
 
 
 
 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   
2020 ChinaCap Acquirco, Inc.
     
Date: July 20, 2009
By:  
/s/ George Lu
   
G. George Lu
   
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
     
Date: July 20, 2009
By:
/s/ Louis F. Koo
   
Louis F. Koo
   
Vice Chairman, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
 
Pursuant to the requirements of Securities Exchange Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
  
Position
  
Date
/s/ George Lu
  
Chairman, Chief Executive Officer and
  
 July 20, 2009
George Lu
  
President (Principal Executive Officer)
    
         
/s/ Louis F. Koo
  
Vice Chairman, Chief Financial Officer,
  
 July 20, 2009
Louis F. Koo
  
Treasurer and Principal Accounting Officer
    
         
/s/ Yuxiao Zhang
  
Executive Director and Vice President –
  
 July 20, 2009
Yuxiao Zhang
  
Business Development 
    
         
/s/ William Hsu
  
Director
  
 July 20, 2009
William Hsu
        
         
/s/ Jun Lei
  
Director
  
 July 20, 2009
Jun Lei
        
         
/s/ William Sharp
  
Director
  
 July 20, 2009
William Sharp
        
         
/s/ Jianming Yu
  
Director
  
 July 20, 2009
Jianming Yu
        
         
/s/ Meng Ann Lim
  
Director
  
 July 20, 2009
Meng Ann Lim