TMX group

TORONTO, Dec. 8, 2011 /CNW/ - Boyuan Construction Group, Inc. (TSX: BOY, BOY.DB, BOY.DB.A) (the "Company"), a fast-growing construction company in China of commercial, residential and municipal infrastructure projects, announced today that it has filed the following material contracts on SEDAR:

1. Entrusted management agreement dated January 10, 2009 between the Company's wholly-owned subsidiary Zhejiang Boyuan Trading Co., Limited ("WFOE"), Zhejiang Boyuan Construction Co., Ltd. ("Boyuan China") and shareholders of Boyuan China, whereby Boyuan China entrusts WFOE to manage and operate the business of Boyuan China, and requires the transfer of all of the revenue of Boyuan China to the WFOE;
   
   
2. Exclusive option agreement dated January 10, 2009 between WFOE, Boyuan China and shareholders of Boyuan China, which ensures that WFOE can acquire 100% of the equity interest in Boyuan China at any time in according to the terms of the exclusive option agreement;
   
   
3. Share pledge agreement dated January 10, 2009 as amended and restated on September 10, 2010 between WFOE, Boyuan China and shareholders of Boyuan China, which ensures that WFOE maintains possession of the share certificates of Boyuan China's shareholders, and limits the transfer and disposition of the equity interest of Boyuan China; and
   
   
4. Shareholders Voting Proxy Agreement dated January 10, 2009 between WFOE, Boyuan China and shareholders of Boyuan China, which grants WFOE the right to exercise all the shareholders' voting rights of the Boyuan China shareholders in respect of Boyuan China.

These four agreements were entered into WFOE to establish a variable interest entity ("VIE") structure between WFOE and Boyuan China, which enables WFOE to have control over the equity and business of Boyuan China and enable 100% consolidation of Boyuan China's financial statements into the Company under Canadian generally accepted accounting principles and IFRS.

The principal terms of these four VIE agreements are summarized in the Company's filing statement dated February 27, 2009, the revised annual information form dated October 1, 2010, the annual information form dated September 28, 2011, and other continuous disclosure documents filed by the Company including its annual and interim financial statements filed after February 27, 2009, all of which are available on SEDAR.

The four VIE agreements have been filed to remedy the inadvertent non-filing of these documents at the time when the Company re-classified these documents as material contracts of the Company which made their filing necessary.

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, 2011, Boyuan completed more than 70 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 or follow us on Twitter @ www.twitter.com/boyuangroup.