Boyuan Construction : Circular 2017

BOYUAN CONSTRUCTION GROUP, INC. NOTICE OF MEETING AND MANAGEMENT PROXY CIRCULAR WITH RESPECT TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 2017 (Beijing Time) November 6, 2017 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Meeting") of the shareholders of Boyuan Construction Group, Inc. (the "Corporation") will be held at Boxue II Room, 5th Floor, Jinghui Hotel, 550 Qinyi Road, Jiaxing, Zhejiang, China on Friday, December 15, 2017 at 10:00 a.m. (Beijing time) for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended June 30, 2017 together with the report of the auditors thereon;

2. to elect directors of the Corporation for the ensuing year;

3. to appoint Deloitte Touché Tohmatsu, Certified Public Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditor's remuneration; and

4. to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Circular which accompanies, and is deemed to form a part of, this Notice of Meeting.

The Corporation has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 ("Notice-and-Access Provisions") for this Meeting. Notice-and-Access Provisions are a new set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to the shareholders by allowing the Corporation to post the Circular and any additional materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may choose to receive a hard copy of the Circular. The Corporation will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the information circular to some shareholders with the notice package. In relation to the Meeting, all s will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Circular.

Registered shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and send it in the enclosed envelope in accordance with the instructions set out in the form of proxy and in the Circular accompanying this Notice of Meeting.

Non-Registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

REGISTERED SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED INSTRUMENT OF PROXY, AND TO RETURN IT IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.

Proxies to be used at the Meeting must be deposited with Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, preceding the Meeting or any adjournment thereof.

By Order of the Board "Shou Cailiang" Shou Cailiang

Chairman and President

Hangzhou, China November 6, 2017

BOYUAN CONSTRUCTION GROUP, INC. MANAGEMENT INFORMATION CIRCULAR GENERAL PROXY INFORMATION SOLICITATION OF PROXIES

This management information circular (this "Circular") is furnished in connection with the solicitation of proxies by or on behalf of the management of Boyuan Construction Group, Inc. (the "Corporation") for use at the annual general meeting (the "Meeting") of shareholders of the Corporation (the "shareholders") to be held on Friday, December 15, 2017 at 10:00 a.m. (Beijing time), or any adjournment thereof, at Boxue II Room, 5th Floor, Jinghui Hotel, 550 Qinyi Road, Jiaxing, Zhejiang, China, for the purposes set out in the accompanying notice of meeting (the "Notice of Meeting").

It is anticipated that the solicitations will be made primarily by mail, subject to the use of Notice and Access Provisions in relation to the delivery of the Circular. Proxies may also be solicited personally or by telephone by directors, officers and regular employees of the Corporation at nominal cost. Banks, brokers, custodians, nominees and fiduciaries will be requested to forward the proxy soliciting materials to beneficial owners, and the Corporation will reimburse such persons for reasonable out-of-pocket expenses incurred by them in this connection. The expenses of soliciting proxies, including the cost of preparing, assembling and mailing this proxy material to shareholders, will be borne by the Corporation.

This Circular, the Notice of Meeting and accompanying Proxy are being sent on or about November 9, 2017.

QUORUM

A quorum will be present at the Meeting if there is at least one person present in person, being a shareholder entitled to vote at the Meeting or the proxyholder of such shareholder, representing in the aggregate not less than 5% of the outstanding shares of the Corporation carrying voting rights at the Meeting.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The authorized capital of the Corporation consists of an unlimited number of common shares (the "Common Shares"), an unlimited number of common non-voting shares and an unlimited number of class A preferred shares issuable in series of which the class A preferred shares - series 1 (the "Preferred Shares") have been created.

As of November 2, 2017, 25,423,065 Common Shares were issued and outstanding. Each Common Share is entitled to one vote at the Meeting. The outstanding Common Shares are listed for trading on the Toronto Stock Exchange (the "TSX") under the symbol "BOY".

As of November 2, 2017, there were no Preferred Shares issued and outstanding.

As of November 2, 2017, to the knowledge of the directors and executive officers of the Corporation, no person beneficially owned or exercised control or direction over more than ten (10%) percent of the outstanding Common Shares except the following:

Name and residence	Number of Common Shares owned or controlled as of November 2, 2017	Percentage of outstanding Common Shares as of November 2, 2017
Shou Cailiang (1) Zhejiang, China	15,735,269 Common Shares	61.9%

4

Note:

(1) 15,735,269 Common Shares are owned by Mr. Shou Cailiang and his wife through their interest in Mainway Management Limited. In addition, Mr. Hong Yongxiang, brother of Mrs. Shou, owns 1,320,875 Common Shares through his interest in Mainway Management Limited.

As of November 2, 2017, the directors and executive officers of the Corporation, as a group, owned beneficially, directly or indirectly, or exercised control or direction over, 15,735,269 Common Shares, representing approximately 61.9% of the outstanding Common Shares.

All information in this Circular is as November 2, 2017, unless otherwise indicated.

Q&A ON PROXY VOTING Q: What am I voting on?

A: Shareholders are voting on: (i) the election of directors to the board of directors of the Corporation (the "Board") for the ensuing financial year; (ii) the appointment of an auditor for the Corporation for the ensuring financial year; (iii) the adoption of an ordinary resolution to approve the Stock Option Plan and unallocated options under the Stock Option Plan; and (iv) to transact such other business that may properly come before the Meeting.

Q: Who is entitled to vote?

A: Shareholders as of the close of business on November 2, 2017 (the "Record Date") holding Common Shares are entitled to vote as a single class. Each Common Share is entitled to one vote on those items of business identified in the Notice of Meeting.

Q: How do I vote?

A: There are two ways you can vote your Common Shares if you are a registered shareholder. You may vote in person at the Meeting or you may sign the enclosed form of proxy appointing the named persons or some other person you choose, who need not be a shareholder, to represent you as proxyholder and vote your shares at the Meeting. If your shares are held in the name of a nominee, please refer to the answer to the question "If my Common Shares are not registered in my name but are held in the name of a nominee (a bank, trust company, securities broker, trustee or other), how do I vote my Common Shares?" to determine how you may vote your Common Shares.

Q: What if I plan to attend the Meeting and vote in person?

A: If you are a registered shareholder and plan to attend the Meeting on December 15, 2017 (Beijing time) and wish to vote your Common Shares in person at the Meeting, do not complete or return the form of proxy. Your vote will be taken and counted at the Meeting. Please register with the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare"), upon arrival at the Meeting. If your Common Shares are held in the name of a nominee and you wish to attend the Meeting, refer to the answer to the question "If my Common Shares are not registered in my name but are held in the name of a nominee (a bank, trust company, securities broker, trustee or other), how do I vote my Common Shares?" for voting instructions.

Q: Who is soliciting my proxy?

A: The enclosed form of proxy is being solicited by management of the Corporation and the associated costs will be borne by the Corporation. The solicitation will be made primarily by mail but may also be made by the telephone, in writing or in person by the employees of the Corporation.