Exhibit
10.3

    Letter of
Transmittal To:

     

    Offer to
Exchange Each 2.36854 Outstanding Shares of Common Stock

    of

    SING KUNG
LIMITED

    for One
Share of

    Common
Stock of CNC Development Ltd.

    


    and

    


    Offer to
Exchange Each 0.54267 Outstanding Shares of Preferred Stock

    of

    SING KUNG
LIMITED

    for One
Share of

    Class A
Preferred Stock of CNC Development Ltd.

    


    Pursuant
to the Prospectus dated ____________, 2009

     

    THE OFFER
AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
______________, ______, 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PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE,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 COMMON 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))

                  	
                    Common
      Share Certificate(s) and Common 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 Common Shares 

                  	 
      	 
      


          

        

      

    

    


    
      	
              *

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

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    DESCRIPTION
OF PREFERRED 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))

                	
                  Preferred
      Share Certificate(s) and Preferred 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 Preferred Shares

                	 
      	 
      


        

      

    

    


    
      	
              *

            	
              Unless
      otherwise indicated, it will be assumed that all Preferred 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 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 Sing Kung Limited common
stock and/or Sing Kung Limited preferred stock (the “Sing Kung Shares”) of Sing
Kung Limited (“Sing Kung”) pursuant to CNC’s offer to exchange (A) one share of
common stock, par value $0.0001 per share, of CNC (the “CNC Common Shares”), for
each 2.36854 outstanding shares of Sing Kung common stock and (B) one share
of Class A Preferred Stock, par value $0.0001 per share, of CNC (the “CNC
Preferred Shares” and, together with the CNC Common Shares, the “CNC
Shares”), for each 0.54267 outstanding shares of Sing Kung preferred stock,
upon the terms and subject to the conditions set forth in the Prospectus, dated
___________, 2009 (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:

                              	 
      	 
      	
                                Address:

                              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                (Zip
      Code)

                              	 
      	
                                (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 (312) 917-4172. 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