On May 15, 2008, InterAmerican Acquisition Group, Inc. (“IAG”) entered into a stock purchase agreement (“Purchase Agreement”) with the stockholders holding 47,000,000 ordinary shares (“Stockholders”) of Sing Kung Ltd, a British Virgin Islands company (“Sing Kung”), pursuant to which IAG intends to acquire those shares of Sing Kung (the “Sing Kung Acquisition”). Sing Kung has issued and outstanding 49,548,718 ordinary shares and 2,915,000 preferred shares convertible, on a one-for-one basis (subject to adjustment), into ordinary shares. Sing Kung owns 100% of the issued and outstanding equity interests of Century City Infrastructure Co., Ltd (“Century City”), which is a wholly foreign-owned enterprise organized and existing under the laws of the People’s Republic of China (the “PRC”). Together with its affiliate, Shanghai New Century City Development, Ltd (“SNC”), Century City controls and operates a business that plans and implements municipal infrastructure and development projects in the PRC. Through a series of agreements, Century City exercises control over and holds a 100% economic interest in the profits of SNC. Century City and SNC are referred to collectively herein as the “Subsidiaries.”
For purposes of effecting the Sing Kung Acquisition, IAG will form China New Cities Construction, Ltd. ("CNC") as a wholly-owned British Virgin Islands subsidiary. At the closing (the “Closing”) of the Sing Kung Acquisition, IAG will merge with and into CNC (the “IAG Merger”) for the purpose of redomesticating outside of the United States. In the IAG Merger each share of IAG’s common stock will be exchanged for one share of common stock of CNC. In addition, CNC will assume all of the rights and obligations of IAG, including the outstanding warrants of IAG on the terms as they now exist. Concurrent with the IAG Merger, under the terms of the Purchase Agreement, CNC will acquire, by the issuance of 47,000,000 shares of CNC, the Stockholders’ capital stock of Sing Kung, representing 89.6% of the Sing Kung ordinary shares (assuming full conversion of the Sing Kung preferred shares).
The current management of Sing Kung will continue to operate the Chinese companies and Mr. Jianjun Shi, the CEO of Sing Kung, will also continue as CEO of CNC and SNC.
The board of directors of CNC will initially consist of seven persons, with four members to be designated by the Stockholders, one member to be designated by the holders of Sing Kung preferred shares and two members to be designated by IAG. At least two of the members designated by the Stockholders and two of the members designated by IAG and the holders of Sing Kung Preferred Shares will satisfy the independence requirements of Nasdaq. Consideration will be given in selection of directors to meeting the requirements of Sarbanes-Oxley and Nasdaq listing requirements.
The transaction is expected to be consummated in the fourth quarter of 2008, provided the stockholders of IAG approve, as discussed herein.
