Beijing Enterprises Water Group Limited — Proxy Solicitation & Information Statement 2019

Feb 17, 2019

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 a special general meeting (“ Meeting ”) of Beijing Enterprises Water Group Limited (the “ Company ”) will be held at 66th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 7 March 2019 at 4:30 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 18 February 2019.

ORDINARY RESOLUTIONS

1. “ THAT :

• (a) the subscription agreement dated 18 January 2019 entered into between the Company as issuer and China Yangtze Power International (Hongkong) Co., Limited as subscriber (“ CYPI ”) in respect of the issue of a total of 470,649,436 new shares (the “ CYPI Subscription Shares ”) of the Company (the “ CYPI Subscription Agreement ”) (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) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) subject to fulfilment of the conditions precedent set out in the CYPI Subscription Agreement, the allotment and issue of the CYPI Subscription Shares in accordance with the terms and conditions of the CYPI Subscription Agreement be and is hereby approved;

• (c) the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate (the “ CYPI Specific Mandate ”) to exercise the powers of the Company to allot and issue the CYPI Subscription Shares pursuant to the terms and conditions of the CYPI Subscription Agreement, whereby such CYPI Subscription Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue. The CYPI Specific Mandate is in addition to, and shall not prejudice nor revoke, any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and

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• (d) any Director be and is hereby authorised to do such acts and things, to sign and execute all such further documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company) and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the CYPI Subscription Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.”

1. “ THAT :

   • (a) the subscription agreement dated 18 January 2019 entered into between the Company as issuer and Beijing Enterprises Environmental Construction Limited as subscriber (“ BEECL ”) in respect of the issue of a total of 127,747,714 new shares (the “ BEECL Subscription Shares ”) of the Company (the “ BEECL Subscription Agreement ”) (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) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (b) subject to fulfilment of the conditions precedent set out in the BEECL Subscription Agreement, the allotment and issue of the BEECL Subscription Shares in accordance with the terms and conditions of the BEECL Subscription Agreement be and is hereby approved;

   • (c) the Directors be and are hereby granted a specific mandate (the “ BEECL Specific Mandate ”) to exercise the powers of the Company to allot and issue the BEECL Subscription Shares pursuant to the terms and conditions of the BEECL Subscription Agreement, whereby such BEECL Subscription Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue. The BEECL Specific Mandate is in addition to, and shall not prejudice nor revoke, any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and

   • (d) any Director be and is hereby authorised to do such acts and things, to sign and execute all such further documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company) and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the BEECL Subscription

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Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.”

By Order of the Board Beijing Enterprises Water Group Limited Li Yongcheng Chairman

Hong Kong, 18 February 2019

Notes:

1. The register of members will be closed from Monday, 4 March 2019 to Thursday, 7 March 2019 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Meeting to be held on Thursday, 7 March 2019, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 1 March 2019.

2. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him/her. A member who is the holder of two or more shares entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and vote instead of him/her. In case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) and/or proxy(ies) at the Meeting and vote in its stead. A proxy need not be a member of the Company.

3. 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

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

5. The proposed ordinary resolution no. 1 set out in this notice will be voted by shareholders of the Company and by way of a poll.

6. The proposed ordinary resolution no. 2 set out in this notice will be voted by independent shareholders of the Company and by way of a poll.

7. 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 of this notice, the board of directors of the Company comprises ten executive directors, namely Mr. Li Yongcheng (Chairman), Mr. E Meng (Vice Chairman), Mr. Jiang Xinhao, Mr. Zhou Min (Chief Executive Officer), Mr. Li Haifeng, Mr. Zhang Tiefu, Ms. Qi Xiaohong, Mr. Ke Jian, Mr. Tung Woon Cheung Eric and Mr. Li Li and five independent non-executive directors, namely Mr. Shea Chun Lok Quadrant, Mr. Zhang Gaobo, Mr. Guo Rui, Mr. Wang Kaijun and Dr. Lee Man Chun Raymond.

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