Beijing Enterprises Water Group Limited — Proxy Solicitation & Information Statement 2008

Jun 29, 2008

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(Incorporated in Bermuda with limited liability)

(Stock Code: 371)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting of Beijing Enterprises Water Group Limited (the “ Company ”) will be held at Room 4301, 43/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Tuesday, 15 July 2008 at 3 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTION

To consider and if thought fit, pass the following resolution as Ordinary Resolution:

1. THAT

   • (A) the Acquisition Agreement (as defined in the circular dated 30 June 2008 despatched to the shareholders of the Company (the “ Circular ”), a copy of which has been produced to the meeting and marked “A”, and initialled by the chairman of the meeting for the purpose of identification), a copy of which has been produced to the meeting and marked “B”, and initialled by the chairman of the meeting for the purpose of identification, the terms thereof and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (B) the acquisition of the BVI Holdco Sale Shares and the HK Holdco Sale Shares (as defined in the Circular) by the Purchaser on the terms set out in the Acquisition Agreement be and is hereby approved;

   • (C) the issue of the Convertible Bonds (as defined in the Circular) in favour of each of the Vendors and/or their respective nominees, in each case on the terms set out in the Acquisition Agreement, be and are hereby approved;

   • (D) the issue and allotment by the Company of the Conversion Shares (as defined in the Circular) from time to time upon exercise of the conversion rights under the Convertible Bonds be and are hereby approved;

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• (E) the issue and allotment by the Company of the Consideration Shares (as defined in the Circular) in favour of each of the Vendors and/or their respective nominees, in each case on the terms set out in the Acquisition Agreement, be and are hereby approved;

• (F) all other transactions contemplated under the Acquisition Agreement be and are hereby approved; and

• (G) any one director of the Company be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Acquisition Agreement and the transactions contemplated thereunder, including without limitation, the issue and allotment of the Consideration Shares, the issue of the Convertible Bonds, the issue and allotment of the Conversion Shares from time to time upon exercise of the conversion rights under the Convertible Bonds, and, where required, any amendment of the terms of the Acquisition Agreement and/or the Convertible Bonds.”

Yours faithfully For and on behalf of the Board Beijing Enterprises Water Group Limited Zhang Honghai Chairman

Hong Kong, 30 June 2008

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote instead of him. In the case of a recognized clearing house, it may authorize such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, of 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

As at the date of this announcement, the board of directors of the Company comprises six executive Directors, namely, Mr. Zhang Honghai (Chairman), Mr. Liu Kai, Mr. E Meng, Mr. Jiang Xinhao Ms. Qi Xiaohong and Mr. Ju Yadong and three independent non-executive Directors, namely, Mr. Shea Chun Lok Quadrant, Mr. Zhang Gaobo and Mr. Guo Rui.

• For identification purposes only

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