Boyuan Construction Group Inc. Announces Enhanced Terms to the Proposed Amendments of Convertible Debentures

TORONTO, March 2, 2015 /CNW/ - Boyuan Construction Group, Inc., ("Boyuan" or the "Company") (TSX: BOY, BOY.DB.A), a growing construction company in China of commercial, residential and municipal infrastructure projects, announced today that it has revised the terms of the proposed amendments to its 10.0% convertible unsecured subordinated debentures due October 31, 2015 (the "Debentures"). Based on feedback from holders of the Debentures (the "Debentureholders"), Boyuan now proposes:

(i)     INCREASING the interest rate to 11.5% from 10.0%;
(ii)     PROVIDE Debentureholders with a retraction right to require the Company to repurchase Debentures, at a price equal to 100% of the Debentures, on certain dates;
(iii)     REDUCING the conversion price from $2.60 to $1.00 per share of the Company;
(iv)     EXTENDING the maturity date of the Debentures from October 31, 2015 to October 31, 2018; and
(v)     EXTENDING the restricted redemption period to October 31, 2016.

Other than the foregoing amendments, the terms of the Debentures will remain unchanged. The amendments will also be subject to the approval of the Toronto Stock Exchange (the "TSX").

As part of the revised amendments, Debentureholders will have a retraction right to require the Company to repurchase Debentures at a price equal to 100% of the principal amount of the Debentures, at their request based on the following schedule:

Date of Repurchase	Deadline to Exercise Retraction Right by Registered Debentureholder	Maximum Aggregate Principal Amount to be Repurchased
October, 31 2015	August 31, 2015	$5,000,000
October, 31 2016	August 31, 2016	$1,500,000
October, 31 2017	August 31, 2017	$1,500,000

Debentureholders must submit their retraction request not more than 120 days and not less than 60 days before the applicable date of repayment. All remaining Debentures will be repaid at the extended maturity date of October 31, 2018. If the aggregate principal value of Debentures requested to be retracted exceeds the Maximum Aggregate Principal Amount to be repurchased, as set out above, then the Debentures to be repurchased by Boyuan will be repurchased on a pro rata basis to the nearest multiple of $1,000, according to the number of Debentures requested to be repurchased by Debentureholders who have exercised their retraction right, so that only whole Debentures will be repurchased from these beneficial Debentureholders.

"Over the last several weeks we have had the opportunity to receive feedback from our Debentureholders, and based on this feedback we have decided to provide revised terms to address their concerns. We continue to believe that proposed amendments will provide Boyuan with the financial flexibility to capitalize on the attractive growth opportunities that are currently available to the Company. The revised amendments address specific feedback from Debentureholders, specifically immediate return of capital, while continuing to provide an attractive yield within the context of the current low interest rate environment," said Paul Law, Chief Financial Officer.

Further information with respect to these proposed revised amendments will be outlined in a supplemental management information circular (the "Supplemental Circular") expected to be made available under the Company's profile on SEDAR at www.sedar.com and mailed to the Debentureholders on March 3, 2015.

As a Debentureholder, if you have not voted or have voted against the originally proposed amendments, your immediate attention is required. Debentureholders who previously voted for the originally proposed amendments do not need to take any action to have their vote counted in favour of the revised amendments. Debentureholders who have not voted or wish to change their vote may do so by following the instructions set forth on the Form of Proxy and Consent or Voting Instruction Form provided to them. A Debentureholder may revoke a previously voted Proxy in accordance with the instructions set forth in the Management Information Circular of the Corporation dated January 23, 2015 (the "Original Circular") or set forth in the Supplemental Circular.

Normal Course Issuer Bid
In addition, as stated in the Original Circular, subject to approval of the TSX, Boyuan maintains its intention to make a normal course issuer bid ("NCIB") for the Debentures if the amendments are approved by Debentureholders at the Meeting (as defined below).

Board Recommendation
The Board of Directors of the Company (the "Board") believes that the revised amendments provide a number of benefits to the Company and its securityholders, including to the Debentureholders.

The Board UNANIMOUSLY RECOMMENDS that the Debentureholders vote FOR the amendments.

Details About the Revised Amendments
The record date for determining the Debentureholders entitled to receive notice of and vote at the Meeting is January 21, 2015. Further information with respect to the revised amendments will be outlined in the Supplemental Circular expected to be made available under the Company's profile on SEDAR at www.sedar.com and mailed to the Debentureholders on March 3, 2015. For the amendments to be approved, at least 75% of the principal amount of the Debentures voted (either in person at the Meeting or by proxy) must be FOR votes.

Detailed voting instructions will be found in the Original Circular or the Supplemental Circular and accompanying proxy form or voting instruction form. The Debentureholder meeting (the "Meeting") is scheduled to be held on March 20, 2015 at 10:00 a.m. (Eastern Standard Time) at the offices of Fogler, Rubinoff LLP, 77 King Street West, 30th Floor, TD North Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1G8.

If the revised amendments are approved at the Meeting, the amendments are expected to take effect on July 1, 2015, being the commencement of the next interest rate accrual period.

Voting Instructions:
The Form of Proxy and Consent or Voting Instruction Form that was previously provided to Debentureholders with the Original Circular for use at the Meeting remains valid, however, the Supplemental Circular will also enclose a Form of Proxy and Consent or Voting Instruction Form again for Debentureholders convenience. Debentureholders must submit their proxy vote by 10:00am (Eastern Time) on March 18, 2015.

Through Financial Broker:
Debentureholders may contact their broker or send their Form of Proxy and Consent or Voting Instruction Form to their broker who can vote on the Debentureholder's behalf.

By Telephone:
Call the following toll free number: 1-866-732-VOTE (8683) or 1-312-588-4291 (International). The 16-digit control number located in the box on the voting instruction form will be required to complete your voting.

By Internet:
Go to the following web site: www.investorvote.com. The 16-digit control number located in the box on the voting instruction form will be required to complete your voting.

By Mail:
Complete and deposit either the original form or the revised form of the Form of Proxy and Consent or Voting Instruction Form with Computershare Trust Company of Canada accompanying the Supplemental Circular, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department.

If you have any questions, or require more information, please contact the information and proxy solicitation agent, National Bank Financial Inc., toll free in North America at 1-800-636-3675 (extension 97504 or 97811).

About Boyuan Construction Group, Inc.
Based in Jiaxing City, China, Boyuan Construction Group, Inc. is in the business of commercial building and residential construction, municipal infrastructure and engineering projects. In its last three fiscal years ending June 30, 2014, Boyuan completed 45 projects for a number of private and public sector clients. Boyuan's current project backlog includes residential, commercial, industrial and mixed-use developments. From its operating bases in Zhejiang Province and in Hainan Province, Boyuan focuses on construction projects in China's fast-growing regions of the Yangtze River Delta, Hainan Province and Shandong Province. For more information visit www.boyuangroup.com.

Caution Regarding Forward-Looking Information:
Certain information contained in this press release constitutes forward-looking information, which is information relating to future events or the Company's future performance and which is inherently uncertain. When used in this press release, such statements may use such words as ''may'', ''will'', ''expect'', ''believe'', ''plan'' and other similar terminology. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. Forward looking information in this press release includes, but is not limited to, expected terms and expected effective date of the amendments; expected date and other details of the Meeting; management's belief on Debentureholders benefiting from attractive yield and other benefits from the amendments; management's expectation to file the Supplemental Circular and expected timing for such filing; management's intention to implement a NCIB; and management's belief that the amendments would provide Boyuan with the financial flexibility to capitalize on the attractive growth opportunities. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this press release. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this press release have been identified in the Company's AIF for the fiscal year ended June 30, 2014 and in the Company's other public disclosure documents filed with certain Canadian securities regulatory authorities and available at www.sedar.com. The forward-looking information contained in this press release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law.

SOURCE Boyuan Construction Group, Inc.

If you have any questions, or require more information, please contact the information and proxy solicitation agent, National Bank Financial Inc., toll free in North America at 1-800-636-3675 (extension 97504 or 97811).