Beijing Enterprises Water Group Limited — Proxy Solicitation & Information Statement 2011

Jan 26, 2011

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(Incorporated in Bermuda with limited liability)

(Stock Code: 371)

Form of proxy for the special general meeting to be convened on Thursday, 17 February 2011 at 3:00 p.m. (or any adjournment thereof)

I/We[(] [Note][1][)] of being the registered holder(s) of[(] [Note][2][)] Group Limited, (the “Company”), HEREBY APPOINT [(Note][3)]

share(s) of HK$0.10 each in the capital of Beijing Enterprises Water of

special general meeting of the Companyor (thefailing“ Meeting him, the”)Chairmanto be heldofat the66/F.,meetingCentralas Plaza,my/our18proxyHarbourto voteRoad,forWanchai,me/us andHongon my/ourKong onbehalfThursday,at the 17 February 2011 at 3:00 p.m. in respect of the resolutions set out in the notice convening the special general meeting in the manner as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit.

		**ORDINARY **	RESOLUTIONS	RESOLUTIONS		FOR (Note 4)	AGAINST _(Note _	4)
	1.	“THAT subject to (i) resolution numbered 2 below being passed and (ii) the
		Underwriting Agreement (a copy of the Underwriting Agreement			marked “A” has
		been produced to the Meeting and initialled by the Chairman of the Meeting for
		the purpose of identification) becoming unconditional and not being terminated in
		accordance with its terms,
		(a) the Open Offer be and is hereby		approved;
		(b) the absence of arrangements for application for the Offer Shares by the
		Qualifying Shareholders in excess of their entitlements under the Open Offer
		as referred to in Rule 7.26A(2)		of the Listing Rules be	and the same are
		hereby approved, confirmed and ratified; and
		(c) the Directors be and are hereby authorised to do all such			acts and things as
		they consider necessary or expedient in connection with the Open Offer.”
	2.	“THAT the application for a waiver to the Executive for waiving			the obligation of
		BE Environmental and parties acting in concert with it to extend			a general offer to
		acquire all issued Shares (excluding	the	Shares which are owned	or agreed to be
		acquired by any of them) under Rule 26		of the Takeovers Code as a result of the
		Open Offer and the Underwriting Agreement be and is hereby approved and that
		the Directors be and are hereby authorised to do all things and acts and sign all
		documents which they consider desirable or expedient to implement and/or give
		full effect to any matters relating to	or in connection with the Whitewash Waiver.”
	3.	“THAT the Exclusivity Agreement be and is hereby approved and the Directors be
		and are hereby authorised to do all such		acts and things as they consider
		necessary or expedient in connection with the Exclusivity Agreement.”
	4.	“THAT the Directors be granted a general mandate to allot, issue, grant, distribute
		and deal with the Shares.”
	5.	“THAT the Directors be granted a general mandate to repurchase			the Shares.”
	6.	“THAT, conditional upon the passing of		resolutions numbered 4 and 5, the general
		mandate granted to the Directors to allot, issue or otherwise deal			with the
		additional Shares be extended by the amount of Shares repurchased.”
	7.	“THAT Mr. Hou Feng be re-elected as executive Director and that the Board be
		authorised to fix his remuneration.”

Dated this day of , 2011 Signature(s)[(] [Note][6)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of shares of the Company registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Insert in BLOCK CAPITALS the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. Any member entitled to attend and vote at the Meeting shall be entitled to appoint not more than two proxies to attend and, on a poll, vote instead of him. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE PUT “ � ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PUT “ � ” IN THE BOX MARKED “AGAINST” . Failure to complete the box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event by not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

6. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of any officer or attorney or other person duly authorized to sign the same.

7. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders is present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.