BOYUAN FILES PRELIMINARY SHORT FORM PROSPECTUS FOR $15 MILLION CONVERTIBLE
DEBENTURE OFFERING

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Oct. 1 /CNW/ - Boyuan Construction Group, Inc. (TSX: BOY & BOY.DB) ("Boyuan" or the "Company") announced today that it has filed a preliminary short-form prospectus with regulatory authorities in all provinces of Canada, except Quebec, in connection with a public offering of up to $15 million of convertible unsecured subordinated debentures (the "Debentures") of the Company (the "Offering"). Boyuan is a pure-play construction company that focuses on residential and commercial construction markets, as well as municipal infrastructure and engineering projects in China.

The Debentures will be priced at $1,000 per debenture and will bear an annual interest of 10% paid semi-annually. The Debentures will be due on October 31, 2015 and are convertible by the holders into common shares of the Company at a conversion price to be determined in the context of the market immediately prior to the filing of the final short-form prospectus. The Debentures are redeemable by the Company at any time from and after November 1, 2013 if the common shares of the Company trade at a volume weighted average price not less than 125% of the conversion price of the Debentures for the 20 most recent trading days with at least 1,000 shares traded in each trading day ending five trading days before the applicable redemption notice. The Offering is expected to close on or about the week of October 25, 2010 and is subject to regulatory approval.

The Offering will be co-led by Mackie Research Capital Corporation and National Bank Financial Inc. with a syndicate consisting of PI Financial Corp.

The Company intends to use the net proceeds raised by the Offering to finance the working capital required to secure, commence and execute several construction projects identified by the Company in its current pipeline of potential contracts, as well as for general working capital purposes.

Closing of the Offering is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals, and the approval of the Toronto Stock Exchange.

    
    United States Securities Law Matters
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The Debentures will be offered to residents of Canada pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and to residents of the United States pursuant to Regulation D of the U.S. Securities Act. Neither the Debentures nor the common shares underlying the Debentures have been registered under the U.S. Securities Act, and neither may be offered or sold in the United States without registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, nor is it a solicitation of an offer to buy, securities.

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, 2010, Boyuan completed more than 80 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 General Electric. Boyuan's current project backlog includes residential, commercial, industrial and mixed-use developments. 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, the city of Sanya and Shandong Province. For more information visit www.boyuangroup.com or follow us on Twitter at www.twitter.com/boyuangroup

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. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information contained in this press release includes, but is not limited to, the Company's expectations regarding the terms of the Offering, the receipt of regulatory approvals for the Offering, the completion of the Offering and the proposed use of proceeds. 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 include, but are not limited to: risk of macro-economy cycle, risk from competition, risk from insufficient marketing to secure new projects, risk in obtaining additional financing, risk involving permits and licences, reliance on key management member, risk from supply of raw materials, risk of financial leverage, risk of bad debts in accounts receivables, risk involved in real estate development, foreign exchange fluctuations, political and economic conditions in China and other risks included in the preliminary prospectus, the Company's AIF for the fiscal year ended June 30, 2010 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.

For further information: Boyuan Construction Group, Inc.: Mr. Paul Law, CFO, +(852) 9329 5088, [email protected]; The Equicom Group Inc.: Joe Racanelli, [phone] ext. 243, [email protected]