Unassociated Document


    Letter
      of
      Transmittal

     

    To
      Offer
      to Exchange Each Outstanding Share of Common Stock

    of

    SING
      KUNG
      LTD.

    for
      one
      share of

    Common
      Stock of CNC Development Ltd.

    Pursuant
      to the Prospectus dated ____________, 2008

     

    THE
      OFFER
      AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
      ______________, 2008, UNLESS THE OFFER IS EXTENDED. SECURITIES TENDERED PURSUANT
      TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, BUT
      NOT
      DURING ANY SUBSEQUENT OFFERING PERIOD.

     

    By
      Mail, Overnight Courier or Hand Delivery

     

    CNC
      Development Ltd.

    c/o InterAmerican
      Acquisition Group Inc.

    2918
      Fifth Avenue, Suite 209

    San
      Diego, CA 92103

     

    DELIVERY
      OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE
      WILL
      NOT CONSTITUTE A VALID DELIVERY.

     

    THE
      INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
      BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     

    
      	
              DESCRIPTION
                OF SHARES TENDERED

               

            
	
              Name(s)
                and Address(es) of Registered Holder(s) (Please fill in, if blank,
                exactly
                as name(s) 

              appear(s)
                on Share Certificate(s))

            	
              Share
                Certificate(s) and Share(s) Tendered

              (Attach additional list, if necessary)

            
	
               

            	
              Share
                Certificate

              Number(s)

            	
              Total
                Number of

              Shares
                Evidenced By

              Share
                Certificate(s)

            	
              Number
                of Shares

              Tendered*

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
              Total
                Shares

               

            	
               

            	
               

            


    

    
      	
              *

            	
              Unless
                otherwise indicated, it will be assumed that all Shares evidenced
                by each
                Share Certificate delivered to CNC Development Ltd. are being tendered
                hereby. See Instruction 4.

            


    

    


     

    This
      Letter of Transmittal is to be used to forward certificates pursuant to the
      procedures set forth under in the Prospectus under the caption “The Exchange
      Offer—Procedure for Tendering.”

     

    IF
      ANY OF
      THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED,
      SEE INSTRUCTION 9 OF THIS LETTER OF TRANSMITTAL.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LOST
      CERTIFICATES

     

     ̈              I
      HAVE LOST MY CERTIFICATE(S) THAT
      REPRESENTED                  SHARES
      AND REQUIRE ASSISTANCE IN OBTAINING REPLACEMENT CERTIFICATE(S). I UNDERSTAND
      THAT I MUST CONTACT CNC DEVELOPMENT LTD. AND/OR SING KUNG LTD. TO OBTAIN
      INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 9.

     

    NOTE:
      SIGNATURES MUST BE PROVIDED BELOW.

    PLEASE
      READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

     

    Ladies
      and Gentlemen:

     

    The
      undersigned hereby tenders to CNC Development Ltd. (“CNC”), a British Virgin
      Islands corporation, the above-described shares of stock (the “Sing Kung
      Shares”) of Sing Kung Ltd. (“Sing Kung”) pursuant to CNC’s offer to exchange one
      share of common stock, par value $0.0001 per share, of CNC (the “CNC Shares”)
      for each outstanding Sing Kung Share, upon the terms and subject to the
      conditions set forth in the Prospectus, dated ___________, 2008 (the
“Prospectus”), receipt of which is hereby acknowledged, and in this Letter of
      Transmittal (which together, as each may be amended, supplemented or otherwise
      modified from time to time, constitute the “Exchange Offer”). The undersigned
      understands that CNC reserves the right to transfer or assign, in whole or
      from
      time to time in part, to one or more of its affiliates the right to purchase
      Sing Kung Shares tendered pursuant to the Exchange Offer, but any such transfer
      or assignment will not relieve CNC of its obligations under the Exchange Offer
      or prejudice the undersigned’s rights to receive CNC Shares for Sing Kung Shares
      validly tendered and accepted for exchange.

     

    Upon
      the
      terms and subject to the conditions of the Exchange Offer and effective upon
      acceptance of the Sing Kung Shares tendered herewith in accordance with the
      terms of the Exchange Offer, the undersigned hereby sells, assigns and transfers
      to, or upon the order of, CNC all right, title and interest in and to all of
      the
      Sing Kung Shares that are being tendered hereby (and any and all dividends,
      distributions, rights, other Sing Kung Shares or other securities issued or
      issuable in respect thereof on or after the date hereof (collectively, a
“Distribution”)) and appoints CNC the true and lawful agent and attorney-in-fact
      of the undersigned with respect to such Sing Kung Shares (and any Distribution),
      with full power of substitution (such power of attorney being deemed to be
      an
      irrevocable power coupled with an interest), to (i) deliver certificates for
      such Sing Kung Shares (and any Distribution), together with all accompanying
      evidences of transfer and authenticity, to or upon the order of CNC, (ii)
      present such Sing Kung Shares (and any Distribution) for transfer on the books
      of Sing Kung, and (iii) receive all benefits and otherwise exercise all rights
      of beneficial ownership of such Sing Kung Shares (and any Distribution), all
      in
      accordance with the terms of the Exchange Offer.

     

    The
      undersigned hereby irrevocably appoints designees of CNC as the attorneys and
      proxies of the undersigned, each with full power of substitution, to exercise
      all voting and other rights of the undersigned in such manner as each such
      attorney and proxy or his substitute shall in his sole discretion deem proper,
      with respect to all of the Sing Kung Shares tendered hereby which have been
      accepted for exchange by CNC prior to the time of any vote or other action
      (and
      any Distribution) at any meeting of stockholders of Sing Kung (whether or not
      an
      adjourned meeting), by written consent or otherwise. This proxy is irrevocable
      and is granted in consideration of, and is effective upon, the acceptance for
      exchange of such Sing Kung Shares by CNC in accordance with the terms of the
      Exchange Offer. Such acceptance for exchange shall revoke any other proxy or
      written consent granted by the undersigned at any time with respect to such
      Sing
      Kung Shares (and any Distribution), and no subsequent proxies will be given
      or
      written consents will be executed by the undersigned (and if given or executed,
      will not be deemed to be effective).

     

    The
      undersigned hereby represents and warrants that the undersigned has full power
      and authority to tender, sell, assign and transfer the Sing Kung Shares tendered
      hereby (and any Distribution) and that when the same are accepted for exchange
      by CNC, CNC will acquire good and unencumbered title thereto, free and clear
      of
      all liens, restrictions, charges and encumbrances and not subject to any adverse
      claims. The undersigned will, upon request, execute and deliver any additional
      documents deemed by CNC to be necessary or desirable to complete the sale,
      assignment and transfer of the Sing Kung Shares tendered hereby (and any
      Distribution).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      undersigned understands that tenders of Sing Kung Shares pursuant to the
      procedures described in the Prospectus under the caption “The Exchange
      Offer—Procedure for Tendering” and in the instructions hereto will constitute a
      binding agreement between the undersigned and CNC upon the terms and subject
      to
      the conditions of the Exchange Offer. The undersigned recognizes that under
      certain circumstances set forth in the Prospectus, CNC may not be required
      to
      accept for exchange any of the Sing Kung Shares tendered hereby. 

     

    The
      undersigned understands that the delivery and surrender of Sing Kung Shares
      that
      the undersigned has tendered is not effective, and the risk of loss of Sing
      Kung
      Shares does not pass to CNC, until CNC receives the Letter of Transmittal,
      duly
      completed and signed, together with all accompanying evidences of authority
      in
      form satisfactory to CNC and any other required documents. THE UNDERSIGNED
      UNDERSTANDS THAT ALL QUESTIONS AS TO THE FORM OF DOCUMENTS (INCLUDING NOTICES
      OF
      WITHDRAWAL) AND THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT)
      AND
      ACCEPTANCE FOR EXCHANGE OF ANY TENDER OF SING KUNG SHARES WILL BE DETERMINED
      BY
      CNC AND IN ITS SOLE DISCRETION AND SUCH DETERMINATION SHALL BE FINAL AND BINDING
      UPON ALL TENDERING SING KUNG STOCKHOLDERS. The undersigned also understands
      that
      no tender of Sing Kung Shares is valid until all defects and irregularities
      in
      tenders of Sing Kung Shares have been cured or waived and that none of CNC,
      or
      any other person is under any duty to give notification of any defects or
      irregularities in the tender of any Sing Kung Shares or will incur any liability
      for failure to give any such notification.

     

    All
      authority herein conferred or agreed to be conferred shall survive the death
      or
      incapacity of the undersigned, and any obligation of the undersigned hereunder
      shall be binding upon the heirs, personal representatives, successors and
      assigns of the undersigned. Except as stated in the Exchange Offer, this tender
      is irrevocable.

     

    Unless
      otherwise indicated under “Special Issuance Instructions,” please issue the CNC
      Shares and return any Sing Kung Shares not tendered or not accepted for
      exchange, in the name(s) of the undersigned. Similarly, unless otherwise
      indicated under “Special Delivery Instructions,” please mail the CNC Shares and
      any certificates for Sing Kung Shares not tendered or not accepted for exchange
      (and accompanying documents, as appropriate) to the undersigned at the address
      shown below the undersigned’s signature(s). In the event that both “Special
      Issuance Instructions” and “Special Delivery Instructions” are completed, please
      issue the CNC Shares and return any Sing Kung Shares not tendered or not
      accepted for exchange in the name(s) of, and mail said check and any
      certificates to, the person(s) so indicated. The undersigned recognizes that
      CNC
      has no obligation, pursuant to the “Special Issuance Instructions,” to transfer
      any Sing Kung Shares from the name of the registered holder(s) thereof if CNC
      does not accept for exchange any of the Sing Kung Shares so
      tendered.

     

    
      	
              SPECIAL
                ISSUANCE INSTRUCTIONS

              (See
                Instructions 1, 5, 6 and 7)

            	 	
              SPECIAL
                DELIVERY INSTRUCTIONS

              (See
                Instructions 1, 5, 6 and 7)

            
	
               

            	 	
               

            
	
              To
                be completed ONLY if the CNC Shares (or certificates for Sing Kung
                Shares
                not tendered or not accepted for exchange) are to be issued in the
                name of
                someone other than the undersigned.

            	 	
              To
                be completed ONLY if the CNC Shares (or certificates for Sing Kung
                Shares
                not tendered or not accepted for exchange) are to be sent to someone
                other
                than the undersigned.

            
	
               

            	 	
               

            
	
              Issue
                Certificates to:

            	 	
              Mail
                Certificates to:

            
	
               

            	 	
               

            
	
              Name:
                _____________________________________

            	 	
              Name: _____________________________________

            
	
              (Please
                Print)

            	 	
              (Please
                Print)

            
	
              Address:
                ___________________________________

                              
                ___________________________________

                 
                 (Zip Code)

            	 	
              Address:
                ___________________________________

                              
                ___________________________________

                   (Zip
                Code)

            
	
                              
                ___________________________________

              (Taxpayer
                Identification No.)       
                

            	 	
                              
                ___________________________________

              (Taxpayer
                Identification No.)       
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IMPORTANT—SIGN
      HERE

    (Also
      Complete Substitute Form W-9 Included Below)

    (Signature(s)
      of Owner(s))

     

     

    Dated
      ______________________________________________________________________________________

     

    Name(s)_____________________________________________________________________________________

     

                 ______________________________________________________________________________________

    (Please
      Print)

     

    Capacity
      (full title)
      _____________________________________________________________________________

     

    Address
      _____________________________________________________________________________________

    (Include
      Zip
      Code)                                    


    


    Area
      Code
      and Telephone Number _____________________________________

    


    (Must
      be
      signed by registered holder(s) exactly as name(s) appear(s) on Share
      Certificate(s). If signature is by a trustee, executor, administrator, guardian,
      attorney-in-fact, agent, officer of a corporation or other person acting in
      a
      fiduciary or representative capacity, please provide the necessary information
      above and see Instruction 5.)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    GUARANTEE
      OF SIGNATURE(S)

    (See
      Instructions 1 and 5)

    FOR
      USE
      BY FINANCIAL INSTITUTIONS ONLY

    FINANCIAL
      INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.

     

     

    Authorized
      Signature

     

    Name
      ____________________________________________________________________________________________

     

    Title
      _____________________________________________________________________________________________

    (Please
      Print)                           


     

    Name
      of
      Firm
      _______________________________________________________________________________________

     

    Address
      __________________________________________________________________________________________

    (Include
      Zip
      Code)                          


    


    Area
      Code
      and Telephone Number
      ______________________________________________________________________

    


    Dated
      ____________________________________________________________________________________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              SUBSTITUTE
                FORM W-9

            	
               

            	
              PAYER’S
                NAME: CNC DEVELOPMENT LTD.

            	
               

            
	
              Department
                of The Treasury

              Internal
                Revenue Service

               

              Payer’s
                Request for Taxpayer Identification Number (“TIN”) and
                Certification

            	
               

            	
              PART
                1

              Please
                provide your TIN and certify by signing and dating below.

            	
              Social
                Security Number OR

              Employer
                Identification Number(s):

               

               

            
	
               

            	
               

            	
              PART
                2  ̈
                Exempt from Backup Withholding  ̈
                Awaiting TIN

            


    

    


    
      	
               

            	
               

            	
              PART
                3—CERTIFICATION

              Under
                penalties of perjury, I certify that:

               

              (1)      
                The number shown on this form is my current taxpayer identification
                number
                (or I am waiting for a number to be issued to me); and

               

              (2)      
                I am not subject to backup withholding because (a) I am exempt from
                backup
                withholding, (b) I have not been notified by the Internal Revenue
                Service
                (the “IRS”) that I am subject to backup withholding as a result of failure
                to report all interest or dividends, or (c) the IRS has notified
                me that I
                am no longer subject to backup withholding; and

               

              (3)      
                I am a U.S. person (including a U.S. resident alien).

               

              CERTIFICATION
                INSTRUCTIONS. You must cross out item (2) in Part 3 above if you
                have been
                notified by the IRS that you are subject to backup withholding because
                of
                underreporting interest or dividends on your tax return. However,
                if after
                being notified by the IRS that you are subject to backup withholding
                you
                receive another notification from the IRS stating that you are no
                longer
                subject to backup withholding, do not cross out item
                (2).

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              SIGNATURE ___________________________________

               

              NAME ________________________________________

               

              BUSINESS
                NAME _______________________________

               

              (If
                different from above) ___________________________

               

              Check
                appropriate box:

               ̈
                Individual/Sole Proprietor  ̈
                Corporation  ̈
                Partnership  ̈
                Other_____

               

              ADDRESS _____________________________________

               

              CITY
                ____________________                 
                STATE ______   ZIP CODE
                ____________

            


    

    


    NOTE:
      FAILURE
      TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION
      OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED
      “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
      FORM W-9” FOR ADDITIONAL DETAILS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Instructions

    Forming
      Part of the Terms and Conditions of the Offer

     

    1.
 
      Guarantee
      of Signatures.
      Except
      as otherwise provided below, all signatures on this Letter of Transmittal must
      be guaranteed by a financial institution (including most banks, savings and
      loan
      associations and brokerage houses) that is a member of a recognized Medallion
      Program approved by The Securities Transfer Association, Inc. or any other
      “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under
      the Securities Exchange Act of 1934, as amended) (each an “Eligible
      Institution”). Signatures
      on this Letter of Transmittal need not be
      guaranteed if this Letter of Transmittal is signed by the registered holder(s)
      of the Sing Kung Shares tendered herewith and such holder(s) have not completed
      the instruction entitled “Special Issuance Instructions” on this Letter of
      Transmittal. See Instruction 5.

     

    2.
 
      Delivery
      of Letter of Transmittal and Shares.
      This
      Letter of Transmittal is to be used if Share Certificates are to be forwarded
      herewith. Share Certificates for all Sing Kung Shares as well as a properly
      completed and duly executed Letter of Transmittal (or a manually signed
      facsimile thereof) and any other documents required by this Letter of
      Transmittal must be received by CNC at its address set forth on the front page
      of this Letter of Transmittal by the expiration date (as defined in the
      Prospectus).

     

    THE
      METHOD OF DELIVERY OF SING KUNG SHARES AND ALL OTHER REQUIRED DOCUMENTS, IS
      AT
      THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE
      DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY CNC. IF CERTIFICATES FOR SHARES
      ARE
      SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
      IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
      DELIVERY.

     

    NO
      ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS WILL BE ACCEPTED, AND NO
      FRACTIONAL SHARES WILL BE PURCHASED. BY EXECUTING THIS LETTER OF TRANSMITTAL,
      THE TENDERING STOCKHOLDER WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE
      ACCEPTANCE FOR PAYMENT OF THE SING KUNG SHARES.

     

    3.
 
      Inadequate
      Space.
      If the
      space provided herein is inadequate, the Share Certificate numbers, the number
      of Sing Kung Shares evidenced by such Share Certificates and the number of
      Sing
      Kung Shares tendered should be listed on a separate signed schedule and attached
      hereto.

     

    4.
 
      Partial
      Tenders.
      If
      fewer than all the Sing Kung Shares represented by any certificate delivered
      to
      CNC are to be tendered, fill in the number of Sing Kung Shares which are to
      be
      tendered in the box entitled “Number of Sing Kung Shares Tendered.” In such
      case, a new certificate for the remainder of the Sing Kung Shares represented
      by
      the old certificate will be sent to the person(s) signing this Letter of
      Transmittal, unless otherwise provided in the appropriate box on this Letter
      of
      Transmittal, as promptly as practicable following the expiration or termination
      of the Offer. All Sing Kung Shares represented by certificates delivered to
      CNC
      will be deemed to have been tendered unless otherwise indicated.

     

    5.
 
      Signatures
      on Letter of Transmittal; Stock Powers and Endorsements.
      If this
      Letter of Transmittal is signed by the registered holder(s) of the Sing Kung
      Shares tendered hereby, the signature(s) must correspond with the name(s) as
      written on the face of the certificates without alteration, enlargement or
      any
      change whatsoever.

     

    If
      any of
      the Sing Kung Shares tendered hereby are held of record by two or more persons,
      all such persons must sign this Letter of Transmittal.

     

    If
      any of
      the Sing Kung Shares tendered hereby are registered in different names on
      different certificates, it will be necessary to complete, sign and submit as
      many separate Letters of Transmittal as there are different registrations of
      certificates.

     

    If
      this
      Letter of Transmittal is signed by the registered holder(s) of the Sing Kung
      Shares tendered hereby, no endorsements of certificates or separate stock powers
      are required unless payment of the shares of CNC is to be made, or Sing Kung
      Shares not tendered or not accepted for exchange are to be returned, in the
      name
      of any person other than the registered holder(s). Signatures on any such
      certificates or stock powers must be guaranteed by an Eligible
      Institution.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      this
      Letter of Transmittal is signed by a person other than the registered holder(s)
      of the Sing Kung Shares tendered hereby, certificates must be endorsed or
      accompanied by appropriate stock powers, in either case, signed exactly as
      the
      name(s) of the registered holder(s) appear(s) on the certificates for such
      Sing
      Kung Shares. Signature(s) on any such certificates or stock powers must be
      guaranteed by an Eligible Institution.

      

    If
      this
      Letter of Transmittal or any certificate or stock power is signed by a trustee,
      executor, administrator, guardian, attorney-in-fact, officer of a corporation
      or
      other person acting in a fiduciary or representative capacity, such person
      should so indicate when signing, and proper evidence satisfactory to CNC of
      the
      authority of such person so to act must be submitted. Proper evidence of
      authority includes a power of attorney, a letter of testamentary or a letter
      of
      appointment.

     

    6.
 
      Stock
      Transfer Taxes.
      CNC
      will pay any stock transfer taxes with respect to the sale and transfer of
      any
      Sing Kung Shares to it or its order pursuant to the Exchange Offer. If, however,
      payment of the purchase price is to be made to, or Sing Kung Shares not tendered
      or not accepted for exchange are to be returned in the name of, any person
      other
      than the registered holder(s), or if a transfer tax is imposed for any reason
      other than the sale or transfer of Sing Kung Shares to CNC pursuant to the
      Exchange Offer, then the amount of any stock transfer taxes (whether imposed
      on
      the registered holder(s), such other person or otherwise) will be deducted
      from
      the purchase price unless satisfactory evidence of the payment of such taxes,
      or
      exemption therefrom, is submitted herewith.

     

    7.
 
      Special
      Issuance and Delivery Instructions.
      If
      certificates for CNC Shares, or any Sing Kung Shares not tendered or not
      accepted for exchange are to be returned, in the name of a person other than
      the
      person(s) signing this Letter of Transmittal or if any certificates for Sing
      Kung Shares not tendered or not purchased are to be mailed to someone other
      than
      the person(s) signing this Letter of Transmittal or to the person(s) signing
      this Letter of Transmittal at an address other than that shown above, the
      appropriate boxes on this Letter of Transmittal should be
      completed.

     

    8.
 
      Substitute
      Form W-9.
      Under
      U.S. federal income tax law, CNC may be required to withhold a portion of the
      amount of any payments made to certain stockholders pursuant to the Exchange
      Offer. To avoid such backup withholding, each tendering stockholder must provide
      CNC with such stockholder’s correct taxpayer identification number and certify
      that such stockholder is not subject to such backup withholding by completing
      the Substitute Form W-9. In general, if a stockholder is an individual, the
      taxpayer identification number is the Social Security number of such individual.
      If CNC is not provided with the correct taxpayer identification number, the
      stockholder may be subject to a $50 penalty imposed by the Internal Revenue
      Service. For further information concerning backup withholding and instructions
      for completing the Substitute Form W-9 (including how to obtain a taxpayer
      identification number if you do not have one and how to complete the Substitute
      Form W-9 if Sing Kung Shares are held in more than one name), consult the
      enclosed Guidelines for Certification of Taxpayer Identification Number on
      Substitute Form W-9.

     

    Certain
      stockholders (including, among others, all corporations and certain foreign
      individuals) are not subject to these backup withholding and reporting
      requirements. Exempt stockholders should indicate their exempt status on
      Substitute Form W-9. To satisfy CNC that a foreign person qualifies as an exempt
      recipient, such stockholder must submit a properly completed IRS Form W-8BEN,
      signed under penalties of perjury, attesting to that person’s exempt status.
      Such Forms can be obtained from CNC.

     

    Failure
      to complete the Substitute Form W-9 will not, by itself, cause Sing Kung Shares
      to be deemed invalidly tendered, but may require CNC to withhold a portion
      of
      the amount of any payments made pursuant to the Offer. Backup withholding is
      not
      an additional federal income tax. Rather, the federal income tax liability
      of a
      person subject to backup withholding will be reduced by the amount of tax
      withheld. If withholding results in an overpayment of taxes, a refund may be
      obtained provided that the required information is furnished to the Internal
      Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9
      MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU
      PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION
      OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL
      DETAILS.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.
 
      Mutilated,
      Lost, Stolen or Destroyed Certificates.
      Holders
      of Sing Kung Share Certificates that have been mutilated, lost, stolen, or
      destroyed should (i) complete this Letter of Transmittal and check the
      appropriate box above and (ii) contact Sing Kung immediately by calling [(___)
      ___-____]. Sing Kung should be able to provide such holders with all necessary
      forms and instructions to replace any mutilated, lost, stolen or destroyed
      certificates. The holder may also be required to give Sing Kung a bond as
      indemnity against any claim that may be made against it with respect to the
      certificates alleged to have been mutilated, lost, stolen, or destroyed.
      However, there can be no assurances that such mutilated, lost, stolen or
      destroyed certificates will be replaced prior to the expiration date of the
      Exchange Offer.

     

    10.
        Waiver
      of Conditions.
      The
      conditions of the Exchange Offer may be waived, in whole or in part, by CNC,
      in
      its sole discretion, at any time and from time to time, in the case of any
      Shares tendered.

      

    11.
        Requests
      for Assistance or Additional Copies.
      Questions or requests for assistance may be directed to CNC at its address
      and
      telephone number set forth below. Additional copies of the Prospectus and the
      Letter of Transmittal may be obtained from CNC at its address and telephone
      number set forth below.

     

    12.
        Irregularities.
      All
      questions as to the validity, form, eligibility (including time of receipt),
      and
      acceptance for exchange of any tender of Sing Kung Shares will be determined
      by
      CNC in its sole discretion, and its determinations shall be final and binding.
      CNC reserves the absolute right to reject any and all tenders of Sing Kung
      Shares that it determines are not in proper form or the acceptance of or
      exchange for which may, in the opinion of CNC’s counsel, be unlawful. CNC also
      reserves the absolute right to waive certain conditions to the Exchange Offer
      described in the Prospectus under the section titled “The Exchange
      Offer—Conditions to the Exchange Offer,” or any defect or irregularity in the
      tender of any Sing Kung Shares. No tender of Sing Kung Shares will be deemed
      to
      be properly made until all defects and irregularities in tenders of shares
      have
      been cured or waived. None of CNC or any other person is or will be obligated
      to
      give notice of any defects or irregularities in the tender of Sing Kung Shares
      and none of them will incur any liability for failure to give any such notice.
      CNC’s interpretation of the terms and conditions of the Exchange Offer,
      including the Letter of Transmittal, will be final and binding.

     

    IMPORTANT:
      THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE THEREOF) TOGETHER
      WITH ANY SIGNATURE GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED
      BY CNC PRIOR TO THE EXPIRATION DATE AND CERTIFICATES FOR TENDERED SHARES MUST
      BE
      RECEIVED BY CNC PRIOR TO THE EXPIRATION DATE.

     

    Any
      questions or requests for assistance may be directed to CNC at its address
      or
      telephone number set forth below. Additional copies of the Prospectus and the
      Letter of Transmittal may be obtained from CNC at its address and telephone
      number set forth below.

     

    


    CNC
      Development Ltd.

    c/o
      InterAmerican Acquisition Group Inc.

    2918
      Fifth Avenue, Suite 209

    San
      Diego, CA 92103

    Telephone:
      (312) 957-4172