Hunter Wise Securities Completes CDN$48.75 Million Reverse Merger and CDN$4.1 Million Financing for China's Boyuan Construction

- Listing approval received from Toronto's TSX Venture Exchange -
Irvine, California USA, Toronto CANADA and Beijing PRC-March 3, 2009 - Hunter Wise Securities, LLC announced today that its client Boyuan Construction Group, Inc., a leading builder of commercial, residential and municipal infrastructure projects in China's fast-growing regions of the Yangtze River Delta and the city of Sanya on Hainan Island, has completed the CDN$48.75 million acquisition of all of the issued and outstanding common shares of SND Energy Ltd. through a reverse-takeover and financing transaction initiated and completed by Hunter Wise.
Boyuan Construction also announced that it has completed a Hunter Wise-led concurrent private placement financing which generated gross proceeds of CDN$4.1 million in a unit offering, issuing secured convertible debentures, common shares and warrants to institutional and accredited investors. Vancouver-based Haywood Securities Inc., served as Sponsor for the TSX Venture Exchange listing, and also acted as co-lead agent for the private placement along with Hunter Wise Securities. According to the Filing Statement submitted to the TSX Venture Exchange, an aggregate deemed consideration of CDN$48.75 million was received in the reverse merger.
Under the terms of the private placement financing, Boyuan Construction investors received units priced at CDN$1,000 each, consisting of one convertible debenture and 125 free-trading common shares at CDN$2.00 per share, along with 250 warrants. Investors can convert the debentures at any time during their four-year term into Boyuan common shares at CDN$2.00 per share. The warrants are exercisable at CDN$2.00 per share for the same four-year period. Each Boyuan debenture holder also received 250 rights and 250 additional rights, which entitle the holder to receive one new share upon execution of a unique make-good provision.
Under the make-good provision, introduced by Hunter Wise to the Canadian securities markets for what is believed to be the first time, Boyuan's Chairman has deposited into escrow 2,050,000 common shares, equal to the total dollar value of the private placement financing. If Boyuan does not achieve after-tax net income of at least US$8.5 million for its fiscal year ending June 30, 2009 and US$11.5 million for the fiscal year ending June 30, 2010, the escrow agent will transfer, for no additional consideration, one escrowed share for each exercised right. Half of the make-good escrow shares are transferable to the private placement investors for each of fiscal 2009 and 2010.
The Boyuan debentures, which will be listed separately on the TSX Venture Exchange, mature on February 27, 2013, and bear interest at an annual rate of 11.75% paid quarterly in cash.
The gross proceeds of the private placement financing will be used by Boyuan Construction for working capital purposes as well as for the procurement of new construction equipment.
As a result of the completion of the Hunter Wise-led acquisition and concurrent financing, Boyuan's common shares and the convertible debentures have received conditional listing approval from the TSX Venture Exchange. Information on Boyuan's listing details, including ticker symbol and commencement of trading, will be disclosed pending final approval.
Boyuan Construction also announced that it expects to file its second quarter financial results for the three months ended December 31, 2008 with Canada's SEDAR, similar to the SEC's EDGAR system in the US, the week of March 9, 2009.

About Boyuan Construction
Based in Jiaxing City, China, Boyuan Construction Group, Inc. is in the business of residential and commercial building construction, municipal infrastructure and engineering projects. In its last three fiscal years ending June 30, 2008, Boyuan completed more than 120 projects for a number of private and public sector clients including Cargill and the Dalian Shide Group, a billion dollar conglomerate whose partners include DuPont, Mitsubishi and GE. Boyuan's current backlog includes residential, industrial and mixed-use developments, including a five-star hotel and a project at the Qingshan Nuclear Plant, China's first and largest nuclear facility. From its operating bases in Zhejiang Province and on Hainan Island, Boyuan focuses on construction projects in China's fast-growing regions of the Yangtze River Delta and the city of Sanya.
About Hunter Wise
Headquartered in Irvine, California, Hunter Wise Securities, LLC is a FINRA-registered Broker/Dealer and SIPC Member Firm. Hunter Wise Securities is wholly owned by Hunter Wise Financial Group, LLC (http://www.hunterwise.com). Hunter Wise is a specialized investment banking firm providing the highest quality level of corporate financing, merger, acquisition, divestiture, and advisory services, for small- to medium-sized public companies, as well as selected middle-market, privately-held businesses. Hunter Wise investment banking services are provided from ten offices in the US, Canada, China and the United Kingdom.
Caution concerning forward-looking statements
This press release contains forward-looking statements. Such statements inherently involve numerous risks and uncertainties. Actual future results may differ from the anticipated results expressed in the forward-looking statements contained in this press release and Boyuan Construction does not undertake to update this information. Investors are cautioned against placing undue importance on forward-looking information contained herein and should consult the Company's reports and other public filings which contain a more exhaustive analysis of risks and uncertainties connected to Boyuan's business.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts:

Boyuan Construction Group, Inc.
Ms. Ren Shu
Secretary of the Board
+(86) 139 0651 1503
renshu@zjboyuan.com.cn
Hunter Wise Financial Group, LLC
Mr. Dan McClory
Managing Director
+1 (949) 732 4102
dmcclory@hunterwise.com

California | Colorado | Hawaii | Illinois | Michigan | Missouri | Texas | Utah | Vancouver, Canada | London, England | Beijing, China