TORONTO, Oct. 16, 2015 /CNW/ - Boyuan Construction Group, Inc. (TSX: BOY, BOY.DB.A), a growing construction company in China of commercial, residential and municipal infrastructure projects, announced today that a management cease trade order ("MCTO") has been ordered by the Ontario Securities Commission ("OSC") following a hearing held on October 14, 2015.
The hearing was held by the OSC as a result of Boyuan's September 25, 2015 announcement that it would be late in filing its audited annual financial statements for the fiscal year ended June 30, 2015 and related Management's Discussion & Analysis, Annual Information Form and CEO and CFO certification of filings (collectively, the "2015 Filings"), following the issuance by the OSC of a temporary management cease trade order on October 2, 2015.
The MCTO restricts all trading in and all acquisitions of the securities of the Company, whether direct or indirect, by the Chief Executive Officer and the Chief Financial Officer of the Company until two full business days following the receipt by the OSC of all Annual Filings. The MCTO will not affect the ability of persons who are not insiders of Boyuan to trade its securities.
The delay is due to issues raised by the OSC in their continuous disclosure review of the Company which may require the Company to restate the Company's annual financial statements for the year ended June 30, 2014 and subsequent interim periods and to revise its annual and interim MD&As for the same periods (collectively, the "2014 Filings"). The Company is reviewing its 2014 Filings with its current and former auditors and has advised the OSC that the Company will use its best efforts to restate and revise the 2014 Filings as soon as possible, and after which will make the 2015 Filings as soon as possible.
Boyuan intends to satisfy the provisions of the Alternative Information Guidelines as set out in National Policy 12 - 203 for as long as Boyuan remains in default, including the issuance of further by-weekly default status reports, each of which will be issued in the form of a press release. A general cease trade order may be issued if Boyuan fails to file such default status reports on a timely basis.
As long as a general cease trade order is not issued against the Company, the Company expects that the retraction of $5 million of the Company's 10% secured convertible debentures due October 31, 2018 will proceed as scheduled on October 31, 2015.
A copy of the MCTO can be found at the Company's website at www.boyuangroup.com.
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. 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, management's expectation to restate and revise the 2014 Filings and expected timing for the completion of the restatement and refiling, management's expectations to make the 2015 filings; management's expectation of completing the retraction of $5 million of its convertible debentures and timing for the retraction; and management's expectation to comply with the Alternative Information Guidelines. 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 a general cease trade order bing issued, risk of 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 Company's AIF for the fiscal year ended June 30, 2014 and in the Company's 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 are 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.