Beijing Enterprises Water Group Limited — Proxy Solicitation & Information Statement 2009

Aug 17, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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(Incorporated in Bermuda with limited liability)

(Stock code: 371)

NOTICE OF 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 4302, 43/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 24 September 2009 at 3:00 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 RESOLUTIONS

1. “ THAT

• (A) the Equity Interests Change Agreement dated 30 June 2009 entered among Bei Kong ZKC Environmental Group, Hong Qiao and Shenzhen Bei Kong, 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, the terms thereof and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (B) all other transactions contemplated under the Equity Interests Change Agreement be and are hereby approved, confirmed and ratified; and

• (C) 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 Equity Interests Change Agreement and the transactions contemplated thereunder, and, where required, any amendment of the terms of the Equity Interests Change Agreement and the transactions contemplated thereunder.”

1. “ THAT

   • (A) the Services and Facilities Agreement entered into between the Purchaser and the Seller on 30 June 2009, 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) all other transactions contemplated under the Services and Facilities Agreement be and are hereby approved, confirmed and ratified; and

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• (C) 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 Services and Facilities Agreement and the transactions contemplated thereunder, and, where required, any amendment of the terms of the Services and Facilities Agreement and the transactions contemplated thereunder.”

By order of the Board Beijing Enterprises Water Group Limited Zhang Honghai Chairman

Hong Kong, 18 August 2009

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 to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, at 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 notice, the Board comprises eleven executive Directors, namely Mr. Zhang Honghai (Chairman), Mr. Liu Kai, Mr. E Meng, Mr. Jiang Xinhao, Mr. Hu Xiaoyong (Chief Executive Officer), Mr. Wang Taoguang, Mr. Zhou Min, Mr. Li Haifeng, Ms. Qi Xiaohong, Mr. Ju Yadong and Mr. Zhang Tiefu and five independent non-executive Directors, namely Mr. Shea Chun Lok Quadrant, Mr. Zhang Gaobo, Mr. Guo Rui, Ms. Hang Shijun and Mr. Wang Kaijun.

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