Mr. Paul Law reports

BOYUAN CONVERTIBLE DEBENTURE AMENDMENTS TAKE EFFECT

Boyuan Construction Group Inc. has amended its 10.0-per-cent convertible unsecured subordinated debentures due Oct. 31, 2015, effective July 1, 2015. The amended debentures have the following principal terms:

1. The interest rate increased to 11.5 per cent from 10.0 per cent on and from July 1, 2015.
2. Debentureholders are provided with a retraction right to require the company to repurchase debentures on certain dates (as described herein).
3. The conversion price decreased from $2.60 to $1 per share of the company.
4. The maturity date of the debentures is extended from Oct. 31, 2015, to Oct. 31, 2018.
5. The restricted redemption period is extended to Oct. 31, 2016.

Other than the foregoing amendments, the terms of the debentures remain unchanged. Under the amended debentures, holders have a retraction right to require the company to repurchase debentures at a price equal to 100 per cent of the principal amount of the debentures, at their request based on the schedule found in the attached table.

                                 RETRACTION RIGHT

Date of repurchase           Deadline to exercise retraction       Maximum aggregate principal
                         right by registered debentureholder          amount to be repurchased

Oct. 31, 2015                                  Aug. 31, 2015                        $5,000,000
Oct. 31, 2016                                  Aug. 31, 2016                        $1,500,000
Oct. 31, 2017                                  Aug. 31, 2017                        $1,500,000

The first retraction date is Oct. 31, 2015, and the notice period for exercising the first redemption right is now open. A registered debentureholder must submit its retraction request by Aug. 31, 2015, to exercise the retraction right. Beneficial debentureholders should contact their brokers/dealers well before Aug. 31, 2015, and follow their instructions on how to exercise the retraction right as beneficial holders. The maximum aggregate principal of debentures to be retracted on Oct. 31, 2015, is $5-million, which will be allocated on a pro rata basis if the retraction requests exceed the maximum amount.