China Water Industry Group Limited — Proxy Solicitation & Information Statement 2012

May 21, 2012

==> picture [76 x 63] intentionally omitted <==

(Incorporated in Cayman Islands with limited liability)

(Stock code: 1129)

Revised Proxy Form for the annual general meeting to be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 15 June 2012 at 9:30 a.m. or at any adjournment thereof

Important: This revised proxy form (the “Revised Proxy Form”) supersedes the proxy form (the “Original Proxy Form”) which was sent to the shareholders of the Company together with the notice of the AGM and the circular of the Company dated 15 May 2012. Shareholders who have already lodged the Original Proxy Form should note that the Original Proxy Form will be invalid for use at the AGM and must lodge the Revised Proxy Form with the Company’s Hong Kong branch share registrar, Union Registrars Limited, at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

I/We[1] of being a member of China Water Industry Group Limited (the “ Company ”) and the registered holder(s) of HK$0.50 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or[3 ]

shares[2] of

of

as my/our proxy to vote and act for me/us at the annual general meeting (and at any adjournment thereof) of the Company (the “ Meeting ”) to be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 15 June 2012 at 9:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the resolution set out in the notice convening the Meeting (the “ Notice ”) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR4	AGAINST4
1.	To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2011
2.	(A) To re-elect Mr. Wang De Yin as an Executive Director of the Company
	(B) To re-elect Mr. Lin Yue Hui as an Executive Director of the Company
	(C) To re-elect Mr. Liu Feng as an Executive Director of the Company
	(D) To re-elect Mr. Tang Hui Ping as an Executive Director of the Company
	(E) To re-elect Ms. Chu Yin Yin, Georgiana as an Executive Director of the Company
3.	To elect Mr. Guo Zhao Tian as an Independent Non-executive Director of the Company
4.	To authorise the board of Directors of the Company to fix the Directors’ remuneration
5.	To re-appoint SHINEWING (HK) CPA Limited as the auditors of the Company and to authorise the board of directors to fix their remuneration
6.	(A) To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company as at the date of passing this resolution
	(B) To grant a general mandate to the directors of the Company to repurchase shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution
	(C) Conditional upon passing resolutions no. 6A and 6B, to extend the general mandate to allot, issue and deal with the additional shares by adding the nominal amount of the shares repurchased by the Company to the general mandate granted to the directors of the Company under resolution no. 6B of the Notice
	(D) To reduce the share premium account to the extent that the credit arising therefrom being applied offsetting the entire amount of the accumulated losses of the Company
	SPECIAL RESOLUTION	FOR4	AGAINST4
7.	To approve the amendment of the articles of association of the Company and to adopt the amended and restated version

Dated this day of 2012 Signature[5] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

3. If any proxy other than the Chairman is preferred, strike out “Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to the Notice convening the Meeting.

5. This REVISED PROXY FORM must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. To be valid, this REVISED PROXY FORM, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Union Registrars Limited at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong no later than 48 hours before the appointed time for the holding of the Meeting (or at any adjournment thereof).

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

9. Completion and delivery of this revised form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, this REVISED PROXY FORM shall be deemed to be revoked.

10. For identification purpose only