Boyuan Construction Group, Inc. — Proxy Solicitation & Information Statement 2020

Jul 27, 2020

BOYUAN CONSTRUCTION GROUP, INC.

NOTICE OF SPECIAL MEETING OF COMMON SHAREHOLDERS

TAKE NOTICE that the special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) in the capital of Boyuan Construction Group, Inc. (the “ Company ” or “ Boyuan ”) will be held by virtual meeting only on Friday, August 21, 2020 at 10:00 a.m. (Toronto time) for the following purposes:

1. to consider and, if thought fit, pass, with or without variation, a special resolution (the “ Transaction Resolution ”) authorizing an amendment (the “ Pre-Consolidation Amendment ”) to the Company's articles (the “ Articles ”) to consolidate all common shares of the Company (the “ Common Shares ”) on the basis of 8,000,000 pre-Consolidation Common Shares for one (1) post-Consolidation Common Share (the “ Consolidation ”) and to permit the Company to redeem all fractional post-Consolidation Common Shares (the “ Redemption ”), all as more particularly described in the accompanying management information circular (the “ Circular ”) of the Company dated July 20, 2020; and

2. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The Meeting will be held by Virtual Meeting only, accessible online at:

https://zoom.us/j/8166872833?pwd=QXBZR2Fia3RiQkNpa29JaVlNall2QT09

Meeting ID: 816 687 2833 Password: 8BbXJx

Or by Phone:

• Canada: +1 778 907 2071 or +1 204 272 7920 or +1 438 809 7799 or +1 587 328 1099 or +1 647 374 4685 or +1 647 558 0588

• Hong Kong: +852 5808 6088 or +852 5803 3730 or +852 5803 3731

Meeting ID: 816 687 2833 Password: 610782

• Find your local number: https://zoom.us/u/acTGFOnn9g

In addition, the Transaction Resolution requires the majority approval of a “minority” of the Shareholders ( i.e. the number of Common Shares which excludes Common Shares beneficially owned or over which control or direction is exercised by a person whose votes may not be included in determining minority approval pursuant to Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions ) . Additional information relating to the Transaction Resolution and the proposed Going Private Transaction to which the approval of the Transaction Resolution is a pre-requisite is set forth in the Circular. A copy of the text of the Transaction Resolution is set out in Schedule “A” of the Circular.

The board of directors of the Company (the “ Board ”) has by resolution fixed the close of business on July 20, 2020 as the record date for the determination of those Shareholders (the “ Registered Shareholders ”) entitled to notice of and to vote at the Meeting, and any adjournment or postponement thereof.

Under Section 190 of the Canada Business Corporations Act (the “ CBCA ”), a Shareholder may dissent in the manner described in Schedule “C” and Schedule “D” in the accompanying Circular in respect of the PreConsolidation Amendment. If the Pre-Consolidation Amendment becomes effective, dissenting Shareholders who comply with procedures set forth in Section 190 of the CBCA will be entitled to be paid the fair value (as determined by an applicable court) for their Common Shares. Each Registered Shareholder who intends to exercise rights of dissent should carefully consider and comply with Section 190 of the CBCA, and should in advance of

the Meeting, consult a legal advisor. Failure to strictly comply with the requirements set forth in Section 190 of the CBCA may result in the loss or unavailability of any right of dissent. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the Registered Shareholders are entitled to dissent. Accordingly, if you are such a beneficial owner of Common Shares desiring to exercise your right of dissent, you must make arrangements for the Common Shares beneficially owned by you to be registered in your name prior to the time that the written objection to the PreConsolidation Amendment is required to be received by the Company or, alternatively, make arrangements for the Registered Shareholder of your Common Shares to dissent on your behalf.

It is desirable that as many Common Shares as possible be represented at the Meeting. If you do not expect to attend the Meeting, we urge you to ensure that your shares are represented at the Meeting by completing the enclosed instrument of proxy and returning it as soon as possible in the envelope provided for that purpose. All proxies, to be valid, must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy. Shareholders who are not Registered Shareholders but plan to attend the Meeting must follow the instructions set forth in the voting instruction form or proxy form sent to them. If you hold your Common Shares in a brokerage account, you are not a Registered Shareholder.

Dated : July 20, 2020.

BY ORDER OF THE BOARD

(signed) “Shou Cailiang ” Shou Cailiang President and Chief Executive Officer

As part of our priority to protect the health and safety of the public and our team members in light of the COVID-19 situation, we will hold a virtual 2020 Special Shareholder meeting, accessible online at 10:00 a.m. (Toronto time) on Friday, August 21, 2020. As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important and we facilitate voting by enabling you to vote by proxy prior to the meeting. We encourage you to do so and have arranged for voting on the Internet, by phone, by fax or by mail. You can also vote by attending the virtual meeting.