Beijing Enterprises Water Group Limited — Proxy Solicitation & Information Statement 2012

Nov 30, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in Bermuda with limited liability) (Stock Code: 371)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (“ SGM ”) of Beijing Enterprises Water Group Limited (the “ Company ”) will be held at 66th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Tuesday, 18 December 2012 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions of the Company. Unless otherwise indicated, capitalised terms used in this notice and the following ordinary resolutions shall have the same meanings as those defined in the circular of the Company dated 30 November 2012.

ORDINARY RESOLUTIONS

To consider and if thought fit, pass the following resolutions as Ordinary Resolutions:

1. “ THAT subject to resolution numbered 2 below being passed:-

   • (a) the Proposed Asset Injection, the Proposed BE Water (Hainan) Transfer and the transactions contemplated under the Master Agreement (a copy of which has been tabled at the meeting marked “A” and signed by the chairman of the SGM for the purpose of identification), including the allotment and issue of the 776,810,838 new Consideration Shares at an issue price of HK$1.62 per Consideration Share, be and are hereby approved, confirmed and ratified;

   • (b) the Directors be and are hereby authorised to issue up to 776,810,838 new Consideration Shares at an issue price of HK$1.62 per Consideration Share and on the terms and conditions as set out in the Master Agreement and that the directors of the Company (“ Directors ”) be and are hereby authorised to do all such things and acts and sign all such documents which they consider desirable or expedient to implement and/or give effect to any matters in relation thereto or in connection therewith; and

   • (c) any one Director be and is hereby authorised for and on behalf of the Company to do all such further acts and things and execute all such further documents and take all steps which in his opinion may be necessary, desirable or expedient to implement and/or give effect to the Proposed Asset Injection, the Proposed BE Water (Hainan) Transfer and all transactions contemplated under the Master Agreement including the allotment and issue of the Consideration Shares and to approve any changes and amendments thereto as such Director may consider necessary, desirable or expedient.”

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1. “ 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 the 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 Proposed Asset Injection, the Proposed BE Water (Hainan) Transfer and the Master 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.”

Yours faithfully For and on behalf of the Board Beijing Enterprises Water Group Limited Hu Xiaoyong Executive Director & Chief Executive Officer

Hong Kong, 30 November 2012

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint not more than two proxies to attend and vote instead of him/her. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the SGM 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, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the SGM or any adjournment thereof.

3. Completion and return of the proxy form in respect of the proposed ordinary resolutions for the SGM will not preclude a member from attending and voting in person at the SGM (or any adjournment thereof) should he/she so wishes and in such event, the proxy form for the SGM will be deemed to have been revoked.

4. All proposed ordinary resolutions set out in this notice will be voted by independent shareholders of the Company and by way of a poll.

5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date hereof, the board of Directors comprises eleven executive Directors, namely, Mr. Zhang Honghai (Chairman), Mr. E Meng, Mr. Jiang Xinhao, Mr. Hu Xiaoyong (Chief Executive Officer), Mr. Zhou Min, Mr. Li Haifeng, Mr. Zhang Tiefu, Mr. Hou Feng, Ms. Qi Xiaohong, Mr. Ke Jian and Mr. Tung Woon Cheung Eric 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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