Form of Investment Management Trust Agreement

EXHIBIT 10.11

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement (this " Agreement" ) is made as of , 2007 by and between 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the " Company" ) and LaSalle Bank National Association, a national banking association (the " Trustee" ).

WHEREAS, the Company has entered into an Underwriting Agreement, dated as of _________, 2007 (the " Underwriting Agreement" ) with Morgan Joseph & Co. Inc. (the " Representative" ), as representative of the underwriters party thereto (collectively, the " Underwriters" ), pursuant to which, among other matters, the Underwriters have agreed to purchase from the Company, and effect a public offering (the " IPO" ) of, 7,500,000 Units (" Units" ), and up to an additional 1,125,000 Units in the Underwriters' over-allotment option is exercised in full. Each Unit consists of one share of the Company' s common stock, par value $.0001 per share (" Common Stock" ), and one Warrant to purchase one share of Common Stock, all as more fully described in the Company' s final Prospectus comprising part of the Company' s Registration Statement on Form S-1 (File No. 333-142255) under the Securities Act of 1933, as amended (" Registration Statement" );

WHEREAS, the Registration Statement has been declared effective as of the date hereof by the Securities and Exchange Commission (" Effective Date" );

WHEREAS, as described in the Registration Statement, $58,840,685 of proceeds from the IPO, net of all discounts and commissions, including the Deferred Compensation (as defined below), and expenses of the IPO (and such amount may be up to $67,480,685, if the Underwriters' over-allotment option is exercised in full) (the " IPO Proceeds" ) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Common Stock (the " Public Stockholders" and, together with the Company and the Representative, the " Beneficiaries" ) issued in the IPO as part of the Units (such shares, excluding shares of Common Stock issued upon exercise of Warrants issued in the IPO, are referred to as the " IPO Shares" );

WHEREAS, pursuant to the Warrant Purchase Agreement dated as of __________, 2007 among the Company and certain purchasers, the entire proceeds of the private placement of warrants with the Company' s purchasers, equal to $2,265,000 (the " Warrant Proceeds" ), will be delivered to the Trustee to be deposited and held in the Trust Account (as defined below);

WHEREAS, pursuant to the Underwriting Agreement an additional $1,800,000 representing a portion of the underwriters' discount (the " Deferred Compensation" and, collectively with the IPO Proceeds and the Warrant Proceeds, the " Property" ) which the Representative, on behalf of the underwriters, has agreed to deposit into the Trust Account (as defined below); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

IT IS AGREED:

1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement established by the Trustee in its Global Escrow Services Department with offices at 135 South LaSalle Street, Suite 1563, Chicago, IL 60603 (the " Trust Account" );

(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c) In a timely manner, upon the instruction of the Company, invest and reinvest the Property in any Government Security. As used herein, " Government Security" means any Treasury Bill issued by the United States, having a maturity of 180 or less or any open ended investment company selected by the Company and registered under the Investment Company Act of 1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the Investment Company Act of 1940 as determined by the Company;

(d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the " Property" ;

(e) Notify the Company and the Representative of all communications received by it with respect to any Property requiring action by the Company;

(f) Supply any necessary information or documents as may be requested by the Company in connection with the Company' s preparation of its tax returns so as to reflect income earned on Trust Account investments;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and the Representative; (h) Render to the Company and to the Representative, and to such other persons as the Company may from time to time instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;

(i) Upon receipt of a letter in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B (a " Termination Letter" ), signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board and, in the case of a Termination Letter substantially in the form of Exhibit A, affirmed by a majority of its Board of Directors, comply with the instructions set forth in the letter regarding the liquidation of the Trust Account, including distribution of the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein (which distribution shall include, in the event of a Business Combination, payment of the Deferred Compensation to the Representative); and

(j) If the Trustee shall not have received a Termination Letter on or prior to the Distribution Date, promptly following the Distribution Date the Trustee shall liquidate the Trust Account in accordance with the procedures set forth in the Termination Letter attached as Exhibit B to the Public Stockholders of record as of a record date fixed by the Trustee, which record date shall be ten days after the Distribution Date, or as soon thereafter as is practicable. For purposes of this Agreement, the " Distribution Date" shall mean the date that is two years from the Effective Date.


2

2. Limited Distributions of Income on Property . (a) Upon written instructions from the Company, the Trustee will deliver to the Company, on a quarterly basis, from the Property in the Trust Account, an amount equal to the taxes payable by the Company, if any, relating to interest earned on the Property; provided , however , that in no event shall the Company direct the Trustee to disburse amounts pursuant to this Section 2(a) that exceed the income in respect of which such taxes are due and owing.

(b) Upon written request from the Company, which may be given from time to time but which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company an amount requested by the Company and certified by the Company to be equal to the income earned on the Property, net of taxes payable through the last day of the month immediately preceding the date of receipt of the Company' s request; provided , however , that the maximum cumulative amount of distributions, net of taxes, that the Company may request and the Trustee shall distribute pursuant to this Section 2(b) shall be $1,200,000.

(c) Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof. 3. Agreements and Covenants of the Company . The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by an Authorized Individual. The " Authorized Individuals" shall be those individuals from time to time designated in writing to the Trustee by the Company as " Authorized Officers," provided that each such individual must be an executive officer or Chairman of the Board of the Company. The initial Authorized Individuals are identified in Exhibit C to this Agreement. In addition, except with respect to its duties under Section 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing.

(b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee' s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the


3

Company in writing of such claim (hereinafter referred to as the " Indemnified Claim" ). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided , however , that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior writte ...