Beijing Enterprises Water : PROPOSALS FOR GENERAL MANDATE TO ISSUE AND PURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for independent advice.

If you have sold or transferred all your shares in Beijing Enterprises Water Group Limited, you should at once hand this circular and the accompanying form of proxy, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 371)

PROPOSALS FOR

GENERAL MANDATE TO ISSUE AND PURCHASE SHARES,

RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of Beijing Enterprises Water Group Limited containing its recommendation is set out from pages 5 to 9 of this circular.

A notice convening the annual general meeting of Beijing Enterprises Water Group Limited to be held at 66th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 9 June 2021 at 3:00 p.m. is set out from pages 22 to 27 of this circular. A form of proxy for use at the annual general meeting of the Company is also enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of shareholders of the Company and to prevent the spreading of the novel coronavirus disease (COVID-19) pandemic, the following precautionary measures will be implemented at the annual general meeting, which include without limitation:

1. Limiting the number of the AGM attendees to avoid over-crowding
2. Maintaining an appropriate social distancing between seats
3. Compulsory body temperature screening/checks
4. Compulsory wearing of surgical face mask
5. No provision of food or beverages and no distribution of gifts

For the health and safety of shareholders of the Company, the Company would strongly encourage shareholders of the Company to exercise their right to vote at the annual general meeting by appointing the chairman of the annual general meeting as their proxy and to return their forms of proxy by the time specified above, instead of attending the annual general meeting in person.

29 April 2021

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In consideration of the control and prevent of spreading of novel coronavirus disease ("COVID-19") pandemic, the following precautionary measures will be implemented at the annual general meeting of the Company ("AGM") so as to safeguard the health and safety of shareholders of the Company ("Shareholders") who might be attending the AGM in person:

Voting by proxy in advance of the AGM: The Company does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect Shareholders from possible exposure to the COVID-19 pandemic. For the health and safety of Shareholders, the Company would strongly encourage Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy instead of attending the AGM in person. Physical attendance is not necessary for the purpose of exercising Shareholders' rights. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should they subsequently so wish.

Completed forms of proxy must be returned to the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM and any adjourned meeting thereof.

Shareholders are strongly encouraged to cast their votes by submitting a form of proxy and appointing the chairman of the AGM as their proxy.

Under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation 2020 (Chapter 599G of the Laws of Hong Kong), group gatherings of more than 20 persons for a shareholders' meeting are required to be accommodated in separate partitioned rooms or areas of not more than 20 persons each ("Requirement").

The Company will limit attendance in person at the AGM venue in compliance with the Requirement prevailing at the time of the AGM. Given the limited capacity of the AGM venue and the requirements for social distancing to ensure attendees safety, only Shareholders and/ or their representatives and relevant AGM staff will be admitted to the AGM. Admission to the AGM venue will not be granted in excess of the capacity of the AGM venue.

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The Company will implement the following precautionary measures at the AGM to ensure the health and safety of the attendees at the AGM:

1. Compulsory body temperature screening/checks will be carried out on every attendee before registration at the entrance of 66th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong. The Company reserves the right to deny entry of any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms into the AGM venue or require such person to leave the AGM venue so as to ensure the health and safety of the attendees at the AGM.
2. Every attendee will be compulsorily required to wear a surgical face mask throughout the AGM and every attendee will be assigned a designated seat at the time of registration to ensure social distancing.
3. No food or beverages will be served and no gifts will also be distributed to attendees at the AGM.
4. Any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Government and/or regulatory authorities, or as considered appropriate in light of the development of the COVID-19 pandemic.

Attendees are requested to observe and practise good personal hygiene at all times at the AGM venue.

Shareholders are requested (a) to consider carefully the risk of attending the AGM, which will be held in an enclosed environment, (b) to follow any prevailing requirements or guidelines of the Government relating to COVID-19 pandemic in deciding whether or not to attend the AGM; and (c) not to attend the AGM if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at http://www.bewg.net for future announcements and updates on the AGM arrangements when necessary.

Appointment of proxy by non-registered Shareholders: non-registered Shareholders whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.

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DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

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DEFINITIONS

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

PROPOSALS FOR

GENERAL MANDATE TO ISSUE AND PURCHASE SHARES,

RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information and/or to seek your approval, inter alia, on (i) the granting of the Issue Mandate and the Purchase Mandate; and (ii) the reelection of the retiring Directors. A notice of the AGM containing the resolutions to be proposed at the AGM is set out on pages 22 to 27 of this circular.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE AND PURCHASE SHARES

At the last annual general meeting of the Company held on 9 June 2020, the Directors were granted a mandate to allot, issue and deal with the Shares not exceeding 20% of the issued share capital of the Company as at 9 June 2020 (equivalent to the then 2,004,239,174 Shares) ("2020 Issue Mandate"); and a general mandate to repurchase the Shares up to a maximum of 10% of the issued share capital of the Company as at 9 June 2020 (equivalent to the then 1,002,119,587 Shares) ("2020 Purchase Mandate").

The 2020 Issue Mandate and the 2020 Purchase Mandate had not yet been utilized.

The 2020 Issue Mandate and the 2020 Purchase Mandate will lapse at the conclusion of the

AGM.

As at the Latest Practicable Date, the total number of Shares in issue was 10,021,595,871 Shares. Ordinary resolutions will be proposed at the AGM to approve the granting of new general mandates to the Directors:

1. to allot, issue or deal with Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing the proposed resolution at the AGM (i.e. a maximum of 2,004,319,174 Shares on the basis that no further Shares will be issued or repurchased prior to the date of the AGM) ("Issue Mandate"); and
2. to purchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of issued share capital of the Company as at the date of passing the proposed resolution at the AGM (i.e. a maximum of 1,002,159,587 Shares on the basis that no further Shares will be issued or repurchased prior to the date of the AGM) ("Purchase Mandate").

The Directors will also propose a separate ordinary resolution at the AGM to add to the general mandate to issue those Shares purchased by the Company pursuant to the Purchase Mandate granted to the Directors at the AGM.

The Directors have no immediate plans to allot and issue any new Shares under the Issue Mandate.

An explanatory statement relating to the general mandate to purchase Shares is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

FINAL DISTRIBUTION

Subject to the approval of Shareholders at the AGM, the Directors recommended to make final distribution of HK7.8 cents per Share out of the contributed surplus of the Company, payable to Shareholders whose names appear on the register of members of the Company on Friday, 18 June 2021.

RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of fifteen Directors, namely Mr. Li Yongcheng (chairman), Mr. Jiang Xinhao, Mr. Zhou Min (chief executive officer), Mr. Li Haifeng, Mr. Zhang Tiefu, Mr. Ke Jian, Ms. Sha Ning, Mr. Tung Woon Cheung Eric and Mr. Li Li as the executive Directors; Mr. Zhao Feng as the non-executive Director; Mr. Shea Chun Lok Quadrant, Mr. Zhang Gaobo, Mr. Guo Rui, Mr. Wang Kaijun and Mr. Chau On Ta Yuen as the independent non-executive Directors.

Mr. Zhao Feng was appointed as a non-executive Director on 1 January 2021. Pursuant to Bye-laws 91 of the Bye-laws, Mr. Zhao Feng shall hold office until the AGM and, being eligible, offers himself for re-election.

Mr. Chau On Ta Yuen was appointed as an independent non-executive Director on 23 April

2021. Pursuant to Bye-laws 91 of the Bye-laws, Mr. Chau On Ta Yuen shall hold office until the AGM and, being eligible, offers himself for re-election.

In accordance with Bye-laws 99(B) of the Bye-laws, Mr. Li Yongcheng, Mr. Li Haifeng, Mr. Ke Jian, Mr. Tung Woon Cheung and Mr. Shea Chun Lok Quadrant shall retire by rotation as Directors at the AGM pursuant to the Bye-laws and being eligible, will offer themselves for re- election.

As Mr. Shea Chun Lok Quadrant, being an independent non-executive Director since April 2002, has served the Company for more than 9 years, his further appointment shall be subject to a separate resolution to be approved by Shareholders in accordance with code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of Listing Rules.

The nomination committee of the Company has reviewed and assessed the independence of the aforesaid directors, simultaneously formed the view that Mr. Shea met the independence guidelines set out in Rule 3.13 of the Listing Rules, taking into account, among others, Mr. Shea's ability to exercise independence of judgment in relation to the Company's affairs by offering or raising independent advices and the annual confirmation of independence to the Company. The Directors are satisfied that Mr. Shea, has served on the Board for more than 9 years, remains independent and his character, integrity, ability and experience will continue to effectively fulfill his role as an independent non-executive Director and be of significant benefit to the Company.

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LETTER FROM THE BOARD

The re-election of the retiring Directors will be individually and separately voted on by the Shareholders. Details of the above retiring Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received in accordance with the Bye-laws and the Listing Rules after the printing of this circular, the Company will issue a supplemental circular to inform Shareholders of the details of any additional candidate proposed.

THE ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 22 to 27 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, (i) the granting of the Issue Mandate and the Purchase Mandate; and (ii) the re-election of the retiring Directors.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instruction printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the AGM must be taken by poll and the Company will then announce the results of the poll in the manner as prescribed under Rule 13.39(5) of the Listing Rules after the AGM.

RECOMMENDATION

The Directors are of the opinion that (i) the granting of the Issue Mandate and the Purchase Mandate; and (ii) the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions set out in the notice of the AGM contained herein.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text shall prevail over the Chinese text in this circular.

Yours faithfully,

By Order of the Board

Beijing Enterprises Water Group Limited

Li Yongcheng

Chairman

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The following is an explanatory statement required by the Listing Rules relating to the Purchase Mandate proposed to be granted to the Directors.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which is summarised below:

The Listing Rules provide that repurchases of securities of such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific approval of a particular transaction and that the securities to be purchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 10,021,595,871 Shares. Subject to the passing of the ordinary resolution approving the grant of the Purchase Mandate and on the basis that no Shares are issued or purchased by the Company prior to the AGM, the Company will be allowed to purchase a maximum of 1,002,159,587 Shares, representing 10% of the issued share capital of the Company as at the date of passing the resolution.

3. FUNDING OF PURCHASES

In purchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, the Bye-laws and the laws of Bermuda. The Company is empowered by its Bye-laws to purchase its Shares. The laws of Bermuda provide that the amount of capital repaid in connection with a share purchase may only be paid out of the capital paid up on the relevant shares, or from funds of the Company that would otherwise be available for dividend or distribution, or from the proceeds of an issue of shares made for the purpose. The amount of premium payable on redemption may only be paid out of either funds of the Company that would otherwise be available for dividend or distribution or out of the Company's share premium account.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the most recent published audited financial statements for the year ended 31 December 2020 of the Company in the Annual Report 2020) in the event that the Purchase Mandate was to be exercised in full at any time during the proposed purchase period.

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The Directors do not propose to exercise the Purchase Mandate to such extent, as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing level of the Company, which in the opinion of the Directors are from time to time appropriate for the Company.

4. REASON FOR PURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to purchase Shares on the market. Such purchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such purchase will benefit the Company and the Shareholders as a whole.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda.

6. EFFECT OF TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of a purchase of Share(s), such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Beijing Enterprises Environmental Construction Limited ("BE Environmental") beneficially holds 4,121,607,070 Shares (representing approximately 41.13%) in the share capital of the Company. BE Environmental is a wholly-owned subsidiary of Beijing Enterprises Holdings Limited, which is in turn directly held as to approximately 41.06% by Beijing Enterprises Group (BVI) Company Limited, which in turn held as to 100% by Beijing Enterprises Group Company Limited ("BEGCL"). BEGCL also indirectly holds 20,000,000 Shares (representing approximately 0.20%) in the share capital of the Company.

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On the assumption that no Shares are issued or purchased from the public by the Company prior to the date of the AGM, in the event that the Directors exercise the power to purchase Shares pursuant to the Purchase Mandate in full, the interests of BEGCL in the Company would be increased from approximately 41.33% to approximately 45.92% of the total issued share capital of the Company. In the opinion of the Directors, such increase of shareholding would give rise to an obligation for BEGCL to make a mandatory offer under Rule 26 of the Takeover Code.

As at the Latest Practicable Date, the Directors do not have any present intention to exercise the Purchase Mandate to such an extent such that the mandatory offer obligation would be triggered. Save as aforesaid, the Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code as a result of an exercise of the Purchase Mandate.

On the assumption that no Shares are issued or purchased from the public by the Company prior to the date of the AGM, in the event that the Directors exercise the power to purchase Shares pursuant to the Purchase Mandate in full, such exercise would not cause the aggregate public holding of issued Shares to be lower than the prescribed minimum percentage as determined by the Stock Exchange.

7. DIRECTORS, THEIR ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any of their close associates has any present intention, in the event that the relevant proposed resolution is approved by the Shareholders in the AGM, to sell Shares to the Company or its subsidiaries.

No core connected person of the Company has notified the Company that he/she has a present intention to sell shares to the Company nor has he/she undertaken not to sell any of shares held by him/her to the Company in the event that the Company is authorised to make purchases of the Shares.

8. SHARE REPURCHASES MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

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9. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months were as follows:

Source: http://www.hkex.com.hk

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Mr. Li Yongcheng ("Mr. Li"), aged 59, was appointed as the chairman and an executive director of the Company on 29 October 2014. Mr. Li is also the chairman of nomination committee of the Company. He is currently vice chairman and executive deputy general manager of Beijing Enterprises Group Company Limited. He is an executive director and chairman of Beijing Enterprises Holdings Limited (Stock Code: 392), a company listed on the main board of the Stock Exchange. Mr. Li has once assumed various positions of deputy general manager, vice chairman and general manager with Beijing Gas Group Co., Ltd.. Mr. Li is a senior engineer, graduated from Wuhan University of Science and Technology with a master's degree in environmental engineering, and subsequently obtained an EMBA degree from Guanghua School of Management of Peking University. Mr. Li possesses extensive experience and professional expertise in public utilities industry, and also has plenty of experience in enterprise operations and capital operations. Save as disclosed herein, Mr. Li holds no other directorships in listed public companies in the last three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Li does not hold any shares, underlying shares or debenture of the Company and/or its associated corporation within the meaning of Part XV of the SFO.

Save as disclosed herein and as at the Latest Practicable Date, Mr. Li does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company as defined in the Listing Rules.

Pursuant to Mr. Li's letter of appointment, his term of office is three years and subject to retirement and being eligible for re-election at the AGM in accordance with the Bye-laws.

Mr. Li's director's fee is to be determined by the Board with reference to the prevailing market rate, the Company's remuneration policy, his duties and responsibilities with the Group and his contribution to the Group. Mr. Li waived to receive any director's fee from the Company for the year ended 31 December 2020.

Save as disclosed above, Mr. Li does not have any information which is required to be disclosed under Listing Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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Mr. Li Haifeng ("Mr. Li"), formerly known as 李海峰, aged 50, was appointed as an executive director and a vice president of the Company in August 2008. Mr. Li is also a non- executive director of Beijing Enterprises Urban Resources Group Limited (Stock Code: 3718), a

company listed on the main board of the Stock Exchange. Mr. Li graduated with a bachelor's degree in Laws from the Peking University. He was an assistant to president of Founder Group（方正集團） and the executive vice president of Founder Xintiandi Software Technology Co. Ltd（. 方正新 天地軟件科技有限公司）. Mr. Li is currently the chairman, an executive director and the chief executive officer of Carry Wealth Holdings Limited (Stock Code: 643), a company listed on main

board of the Stock Exchange. Save as disclosed herein, Mr. Li holds no other directorships in listed public companies in the last three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Li has personal interest in 350,544 shares of the Company and personal interest in 20,000,000 underlying shares of the Company in respect of share options granted. Mr. Li also has corporate interest in 1,127,175,080 ordinary shares of Beijing Enterprises Clean Energy Group Limited through Maolin Investments Limited ("Maolin"), personal interest in 1,040,000 ordinary shares and corporate interest in 48,960,000 ordinary shares of Beijing Enterprises Urban Resources Group Limited through Maolin. Maolin is wholly and beneficially owned by Mr. Li. Save as disclosed above, he does not hold any shares, underlying shares or debentures of the Company and/or its associated corporation within the meaning of Part XV of the SFO.

Save as disclosed herein and as at the Latest Practicable Date, Mr. Li does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company as defined in the Listing Rules.

Pursuant to Mr. Li's letter of appointment, his term of office is three years and subject to retirement and being eligible for re-election at the AGM in accordance with the Bye-laws.

Mr. Li's director's fee is to be determined by the Board with reference to the prevailing market rate, the Company's remuneration policy, his duties and responsibilities with the Group and his contribution to the Group. The total amount of remuneration of Mr. Li for the year ended 31 December 2020 was HK$3,718,000.

Save as disclosed above, Mr. Li does not have any information which is required to be disclosed under Listing Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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Mr. Ke Jian ("Mr. Ke"), aged 52, was appointed as an executive director of the Company in June 2011 and is a vice president of Beijing Enterprises Holdings Limited (Stock Code: 392), a company listed on the main board of the Stock Exchange and the chairman, chief executive officer and an executive director of Beijing Enterprises Environment Group Limited (Stock Code: 154), a company listed on the main board of the Stock Exchange. Mr. Ke is a PRC chief senior accountant, certified tax agent and senior international finance manager. Mr. Ke received a bachelor's degree in economics from Beijing College of Finance and Commerce and a MBA degree from Murdoch University, Australia. Mr. Ke has extensive experience in finance and corporate administration. Save as disclosed herein, Mr. Ke holds no other directorships in listed public companies in the last three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Ke does not hold any shares, underlying shares or debenture of the Company and/or its associated corporation within the meaning of Part XV of the SFO.

Save as disclosed herein and as at the Latest Practicable Date, Mr. Ke does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company as defined in the Listing Rules.

Pursuant to Mr. Ke's letter of appointment, his term of office is three years and subject to retirement and being eligible for re-election at the AGM in accordance with the Bye-laws.

Mr. Ke's director's fee is to be determined by the Board with reference to the prevailing market rate, the Company's remuneration policy, his duties and responsibilities with the Group and his contribution to the Group. Mr. Ke waived to receive any director's fee from the Company for the year ended 31 December 2020.

Save as disclosed above, Mr. Ke does not have any information which is required to be disclosed under Listing Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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Mr. Tung Woon Cheung Eric ("Mr. Tung"), aged 50, was appointed as an executive director of the Company in August 2011. Mr. Tung is the chief financial officer and company secretary of the Company. Mr. Tung is also the assistant president and general manager of the finance department of Beijing Enterprises Holdings Limited (Stock Code: 392), a company listed on the main board of the Stock Exchange, the company secretary of Biosino Bio-Technology and Science Incorporation* (Stock Code: 8247), a company listed on GEM of the Stock Exchange and an independent non-executive director of South China Financial Holdings Limited (Stock Code:

1. and GR Properties Limited (Stock Code: 108), both of which are listed on the main board of the Stock Exchange. Mr. Tung graduated from York University, Toronto, Canada with a bachelor's honours degree in administrative studies. He is a Hong Kong Certified Public Accountant and a U.S. licensed practice Certified Public Accountant. Save as disclosed herein, Mr. Tung holds no other directorships in listed public companies in the last three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Tung has personal interest in 144,290 shares of the Company and personal interests in 9,000,000 underlying shares of the Company in respect of share options granted. Save as disclosed above, he does not hold any shares, underlying shares or decentness of the Company and/or its associated corporation within the meaning of Part XV of the SFO.

Save as disclosed herein and as at the Latest Practicable Date, Mr. Tung does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company as defined in the Listing Rules.

Pursuant to Mr. Tung's letter of appointment, his term of office is three years and subject to retirement and being eligible for re-election at the AGM in accordance with the Bye-laws.

Mr. Tung's director's fee is to be determined by the Board with reference to the prevailing market rate, the Company's remuneration policy, his duties and responsibilities with the Group and his contribution to the Group. The total amount of remuneration of Mr. Tung for the year ended 31 December 2020 was HK$120,000.

Save as disclosed above, Mr. Tung does not have any information which is required to be disclosed under Listing Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

• for identification purpose only

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Mr. Zhao Feng ("Mr. Zhao"), aged 50, was appointed as a non-executive director of the Company in January 2021. Mr. Zhao is the chairman of Yangtze Ecology and Environment Co. Ltd. and also an executive director of Yangtze Ecology and Environment (HK) Investment Limited. Mr. Zhao holds a master's degree in business administration from Chongqing University and is a senior economist. Mr. Zhao possesses extensive experience in production, management and marketing in the electricity industry. He was an electrical control engineer and an officer of the human resources department (organization department) of Gezhouba Hydropower Generation Plant, an officer of Three Gorges Hydropower Generation Plant, a manager of general manager office and a manager of the marketing department of China Yangtze Power Co., Ltd.. He served as the officer of the marketing department of China Three Gorges Corporation since April 2011. Mr. Zhao has experience as senior executives of large-scale hydropower listed companies and state- owned enterprises. Save as disclosed herein, Mr. Zhao holds no other directorships in listed public companies in the last three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Zhao does not hold any shares, underlying shares or debenture of the Company and/or its associated corporation within the meaning of Part XV of the SFO.

Save as disclosed herein and as at the Latest Practicable Date, Mr. Zhao does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company as defined in the Listing Rules.

Pursuant to Mr. Zhao's letter of appointment, his term of office is three years and subject to retirement and being eligible for re-election at the AGM in accordance with the Bye-laws.

Mr. Zhao's director's fee is to be determined by the Board with reference to the prevailing market rate, the Company's remuneration policy, his duties and responsibilities with the Group and his contribution to the Group.

Save as disclosed above, Mr. Zhao does not have any information which is required to be disclosed under Listing Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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Mr. Shea Chun Lok Quadrant ("Mr. Shea"), formerly known as Shea Chi Lap, Quadrant, aged 54, was appointed as an independent non-executive Director of the Company in April 2002. Mr. Shea is also the chairman of audit committee. Mr. Shea is currently an executive director, the chief financial officer and company secretary of Asia Allied Infrastructure Holdings Limited (Stock Code: 711), a company listed on the main board of the Stock Exchange. He is also an independent non-executive director of Hi-Level Technology Holdings Limited (Stock Code: 8113), a company listed on GEM of the Stock Exchange. Mr. Shea graduated from Monash University of Australia with a bachelor's degree in Business and later completed a postgraduate program of Public Finance (Taxation) and obtained a master's degree in Economics from Jinan University, China and a master of Laws degree from Renmin University of China. He is also a fellow member of CPA Australia, a member of Hong Kong Institute of Certified Public Accountants, The Taxation Institute of Hong Kong, The Chartered Institute of Management Accountants of the United Kingdom and Institute of Singapore Chartered Accountants and a Chartered Global Management Accountant. Mr. Shea is a Certified Tax Adviser of Hong Kong and has obtained a Certificate of Pass in Practice Training Examination for Hong Kong Certified Tax Advisers Serving in Shenzhen-Hong Kong Modern Service Industry Cooperation Zone, Qianhai, Shenzhen jointly issued by Shenzhen Municipal Office of the State Administration of Taxation and Shenzhen Local Taxation Bureau. Mr. Shea has substantial experience in accounting and finance in listed companies and worked as a qualified accountant and company secretary in various companies listed on the main board of the Stock Exchange over the years. Save as disclosed herein, Mr. Shea holds no other directorships in listed public companies in the last three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Shea does not hold any shares, underlying shares or debenture of the Company and/or its associated corporation within the meaning of Part XV of the SFO.

Save as disclosed herein and as at the Latest Practicable Date, Mr. Shea does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company as defined in the Listing Rules.

Pursuant to Mr. Shea's letter of appointment, his term of office is three years and subject to retirement and being eligible for re-election at the AGM in accordance with the Bye-laws.

Mr. Shea's director's fee is to be determined by the Board with reference to the prevailing market rate, the Company's remuneration policy, his duties and responsibilities with the Group and his contribution to the Group. The total amount of remuneration of Mr. Shea for the year ended 31 December 2020 was HK$120,000.

Save as disclosed above, Mr. Shea does not have any information which is required to be disclosed under Listing Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholder.

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Mr. Chau On Ta Yuen ("Mr. Chau") aged 73, was appointed as an independent non- executive director of the Company in April 2021. Mr. Chan graduated from Xiamen University with a bachelor's degree in Chinese language and literature in 1968. Mr. Chau is currently an executive director and the chairman of the board of directors of ELL Environmental Holdings Limited (Stock Code: 1395), a company listed on main board of the Stock Exchange. Mr. Chau is also an independent non-executive director of Good Resources Holdings Limited (Stock Code: 109), Redco Properties Group Limited (Stock Code: 1622), Come Sure Group (Holdings) Limited (Stock Code:

1. and Million Hope Industries Holdings Limited (Stock Code: 1897), the shares of all of which are listed on the main board of the Stock Exchange. From 23 June 2015 to 1 December 2019, he was a non-executive director and the honorary chairman of the board of directors of China Ocean Industry Group Limited (Stock Code: 651), a company listed on main board of the Stock Exchange. From 19 September 2017 to 12 April 2021, he was an independent non-executive director of Hang Pin Living Technology Company Limited (Stock Code: 1682), a company listed on main board of the Stock Exchange. Mr. Chau awarded the Bronze Bauhinia Star (BBS) and the Silver Bauhinia Star (SBS) by the government of Hong Kong Special Administrative Region in 2010 and 2016 respectively. He is currently a Standing Committee Member of the Thirteenth National Committee of the Chinese People's Political Consultative Conference, and the Twelfth honorary consultant of the Hong Kong Federation of Fujian Association. Save as disclosed herein, Mr. Chau holds no other directorships in listed public companies in the last three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Chau does not hold any shares, underlying shares or debenture of the Company and/or its associated corporation within the meaning of Part XV of the SFO.

Save as disclosed herein and as at the Latest Practicable Date, Mr. Chau does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company as defined in the Listing Rules.

Pursuant to Mr. Chau's letter of appointment, his term of office is three years and subject to retirement and being eligible for re-election at the AGM in accordance with the Bye-laws.

Mr. Chau's director's fee is to be determined by the Board with reference to the prevailing market rate, the Company's remuneration policy, his duties and responsibilities with the Group and her contribution to the Group.

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Mr. Chau was previously a director of the companies incorporated in Hong Kong as shown in the table below which were deregistered/dissolved:

Notes:

1. On 8 September 2006, Wealthy Sea was struck off and dissolved due to its failure to file annual returns to the Companies Registry of Hong Kong (the "Companies Registry") after 2002. On 21 June 2011, the High Court of Hong Kong granted the order for restoration of the name of the company "Wealthy Sea Holdings Limited" to the Companies Registry.
2. These companies were deregistered voluntarily pursuant to section 291AA of the Predecessor Companies Ordinance (Chapter 32 of the Laws of Hong Kong) by way of submitting an application to the Companies Registry because these companies had either never commenced business or operation or ceased to carry on business or operation for more than three months immediately before the relevant application.
3. The names of these companies were struck off the Companies Registry pursuant to section 746 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as these companies were not in operation or carrying on business.

Save as disclosed above, Mr. Chau does not have any information which is required to be disclosed under Listing Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code: 371)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Beijing Enterprises Water Group Limited (the "Company") will be held at 66th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 9 June 2021 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions:-

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the directors and of the auditors of the Company for the year ended 31 December 2020.
2. To make final distribution of HK7.8 cents per share out of the contributed surplus of the Company.
3. (a) To re-elect, each as a separate resolution, the following persons as directors of the Company (each a "Director", together with all other directors of the Company, the "Directors"):
4. 1. Mr. Li Yongcheng as an executive Director;
   2. Mr. Li Haifeng as an executive Director;
   3. Mr. Ke Jian as an executive Director;
   4. Mr. Tung Woon Cheung Eric as an executive Directors;
   5. Mr. Zhao Feng as a non-executive Director;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. 1. Mr. Shea Chun Lok Quadrant as an independent non-executive Director; and
      2. Mr. Chau On Ta Yuen as an independent non-executive Director.
   2. To authorise the board of directors of the Company to fix the directors' remuneration.
2. To re-appoint Messrs. Ernst & Young as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
3. As a special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution of the Company:
   "THAT

1. subject to paragraph (B) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase its own shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") or any other stock exchange as amended from time to time, be and is hereby, generally and unconditionally approved;
2. the aggregate nominal amount of shares of the Company to be purchased by the Company pursuant to the approval in paragraph (A) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the authority pursuant to paragraph (A) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company ("Bye- laws") or the Companies Act 1981 of Bermuda (as amended) or any other applicable law to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

6. As special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution of the Company:

"THAT

1. subject to paragraph (C) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company), which would or might require the exercise of such powers be and is hereby, generally and unconditionally approved;
2. the approval in paragraph (A) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants, and debentures convertible into shares of the Company), which would or might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and to be issued by the Directors pursuant to the approval in paragraph (A) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereafter defined), or (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted by the Company and/or its subsidiaries for the grant or issue of shares or rights to acquire shares in the capital of the Company, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the Bye-laws of the Company or (iv) the exercise of right of subscription or conversion under the terms of any warrants, option, bond or convertible bond issued by the Company, or any securities which are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and
2. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or the Companies Act 1981 of Bermuda (as amended) or any other applicable law to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares or issue of options to subscribe for shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognised regulatory body or any stock exchange, in any territory applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

7. As special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution of the Company:

"THAT the general mandate granted to the Directors pursuant to resolution numbered 6 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby extended by the total nominal amount of shares in the capital of the Company repurchased by the Company pursuant to the exercise by the Directors of the powers of the Company to purchase such shares since the granting of such general mandate referred to in the above resolution numbered 5, provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution."

By Order of the Board

Beijing Enterprises Water Group Limited

Li Yongcheng

Chairman

Hong Kong, 29 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The register of members will be closed from Friday, 4 June 2021 to Wednesday, 9 June 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming annual general meeting of the Company to be held on Wednesday, 9 June 2021, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 3 June 2021.
2. The register of members will be closed from Wednesday, 16 June 2021 to Friday, 18 June 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for entitlement to the proposed final distributions, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 15 June 2021.
3. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her 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.
4. 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 at Level 54, 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.
5. 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.
6. With regard to item no. 3(a) in this notice of the Meeting, the Board proposes that the retiring Directors namely, Mr. Li Yongcheng, Mr. Li Haifeng, Mr. Ke Jian, Mr. Tung Woon Cheung Eric, Mr. Zhao Feng, Mr. Shea Chun Lok Quadrant and Mr. Chau On Ta Yuen be re-elected as Directors. Details of these Directors are set out in Appendix II to the circular to Shareholders dated 29 April 2021. The re-election of the retiring Directors will be individually and separately voted on by the Shareholders.
7. As at the date of this notice of the Meeting, the board of Directors comprises nine executive directors, namely, Mr. Li Yongcheng (chairman), Mr. Jiang Xinhao, Mr. Zhou Min (chief executive officer), Mr. Li Haifeng, Mr. Zhang Tiefu, Mr. Ke Jian, Ms. Sha Ning, Mr. Tung Woon Cheung Eric and Mr. Li Li, one non-executive director, namely, Mr. Zhao Feng and five independent non-executive directors, namely, Mr. Shea Chun Lok Quadrant, Mr. Zhang Gaobo, Mr. Guo Rui, Mr. Wang Kaijun and Mr. Chau On Ta Yuen.

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