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.

(Incorporated in Cayman Islands with limited liability)

(Stock code: 1129) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Water Industry Group Limited (the "Company") will 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. to consider and, if thought fit, transact the following business: ORDINARY BUSINESS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and the auditors for the year ended 31 December 2011.
2. To re-elect the retiring Directors as follows:
(A) to re-elect Mr. Wang De Yin as an Executive Director; (B) to re-elect Mr. Lin Yue Hui as an Executive Director;
(C) to re-elect Mr. Liu Feng as an Executive Director;
(D) to re-elect Mr. Tang Hui Ping as an Executive Director; and
(E) to re-elect Ms. Chu Yin Yin, Georgiana as an Executive Director.
3. To elect Mr. Guo Zhao Tian as an Independent Non-executive Director.
4. To authorise the board of Directors to fix the Directors' remuneration.
5. To re-appoint SHINGWING (HK) CPA Limited as the auditors of the Company and to authorize the board of directors to fix their remuneration.

* For identification purpose only

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ORDINARY BUSINESS

6. To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:
A. "THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of the subscription rights under the share option scheme of the Company or (iii) an issue of shares as scrip dividends pursuant to the memorandum and articles of association of the Company from time to time shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and
(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company 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 recognized regulatory body or any stock exchange in any territory applicable to the Company)."

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B. "THAT:
(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) 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 this resolution and the said approval be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and
(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
C. "THAT conditional upon resolutions nos. 6A and 6B above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in resolution no. 6B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution no. 6A above."
D. "THAT conditional upon compliance by the Company with all statutory requirements under the Companies Law and the Articles of Association of the Company, and with effect from the business day immediately following the date on which this resolution is passed as an ordinary resolution of the Company:
(a) the total amount of HK$609,578,000 standing to the credit of the share premium account of the Company be and is hereby reduced to the extent that the credit arising therefrom being applied offsetting the entire amount of the accumulated losses of the Company as at the Effective Date; and
(b) the directors of the Company be and are hereby authorised to take any and all steps, and to do and/or procure to be done any and all such acts and things, and to approve, sign and execute any documents which in their opinion may be necessary, desirable or expedient, to implement and carry into effect this resolution."

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SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolution as special resolution:
7. "THAT, the articles of association of the Company ("Articles") be and are hereby amended in the following manner:
(i) By adding the following new definition in Article 1(A) in alphabetical order:
""Special Resolution" shall mean at all times during the Relevant Period, a resolution shall be a Special Resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Shareholders as, being entitled to do, vote in person or, in the case of such Shareholders as are corporations, by their duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 65;"
(ii) By adding the following new definition in Article 1(A) in alphabetical order:
""Ordinary Resolution" shall mean a resolution when it has been passed by a simple majority of votes cast by such Shareholders as, being entitled so to do, vote in person or, in the case of any Shareholders being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 65;"
(iii) By adding the following new definition in Article 1(A) in alphabetical order:
""substantial shareholder" shall mean the meaning attributed to it in the Listing Rules from time to time;"
(iv) (i) by deleting the semi-colon and the word "and" at the end of the existing Article
13(vii) and replacing therewith a full stop; and (ii) by deleting the existing Article
13(viii) in its entirely;
(v) By inserting the following paragraph at the end of existing Article 14:
"The Company may apply the share premium account in any manner permitted by the Statutes. The Company shall at all times comply with the provisions of the Statutes in relation to its share premium account."

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(vi) By deleting the existing Article 65 in its entirety and substituting therefor the following:
"65. An annual general meeting shall be called by notice in writing of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any extraordinary general meeting at which the passing of a Special Resolution is to be considered shall be called by notice in writing of not less than twenty- one (21) clear days and not less than ten (10) clear business days. All other extraordinary general meetings may be called by notice in writing of not less than fourteen (14) clear days and not less than ten (10) clear business days. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day, the hour and the agenda of meeting and particulars of the resolutions to be considered at that meeting and in case of special business (as defined in Article 67), the general nature of that business, and shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:-
(a) in the case of a meeting called as the annual general meeting, by all the
Shareholders entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the Shareholders having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the Shares giving that right."
(vii) By deleting the existing Article 72 in its entirety and substituting therefor the following: "72. (1) Subject to any special rights or restrictions as to voting for the time being
attached to any shares by or in accordance with these Articles, at any
general meeting on poll every shareholder present in person or by proxy or, in the case of a shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up for credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every shareholder present in person (or being a corporation, is present by a duly authorised representative) or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its members; and (ii) relate to the chairman's duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all members a reasonable opportunity to express their views.

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(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
(i) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(ii) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or
(iii) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.
A demand by a person as proxy for a Shareholder or in the case of a Shareholder being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Shareholder."
(viii) By deleting the existing Article 73 in its entirety and substituting therefor the following: "73. Where a resolution is voted on by a show of hands, unless a poll is demanded and
the demand is not withdrawn, a declaration by the Chairman that a resolution has
been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect made in the book containing the proceedings of the minutes of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution."
(ix) By deleting the existing Article 86 in its entirety and substituting therefor the following: "86. No appointment of a proxy shall be valid unless it names the person appointed
and his appointer. The Directors may, unless they are satisfied that the person
purporting to act as proxy is the person named in the relevant instrument for his appointment and the validity and authenticity of the signature of his appointer, decline such person's admission to the relevant meeting, reject his vote and no shareholder who may be affected by any exercise by the Directors of their power in this connection shall have any claim against the Director or any of them nor may any such exercise by the Directors of their powers invalidate the proceedings of the meeting in respect of which they were exercised or any resolution passed or defeated at such meeting."

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(x) By deleting the existing Article 92(B) in its entirety and substituting therefor the following:
"92(B). Where a shareholder is a clearing house (or its nominee(s)), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of shareholders provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation including, where a show of hands is allowed, the right to vote individually on a show of hands."
(xi) By deleting the existing Article 107(H)(vi) in its entirety. (xii) By deleting the existing Article 107(I) in its entirety.
(xiii) By deleting the existing Article 107(J) in its entirety.
(xiv) By deleting the existing Article 142(A) in its entirety and substituting therefor the following:
"142(A). A resolution in writing signed by all the Directors (or their alternate Directors) shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material."
(xv) By deleting the existing Article 176(B) in its entirety and substituting therefor the following:
"176(B). The Company shall not remove the Auditor before the end of the Auditor's term of office without first obtaining shareholder's approval at a general meeting. The Company shall send a circular proposing the removal of the Auditor to shareholders with any written representations from the Auditor, not less than ten (10) business days before the general meeting. The Company must allow the Auditor to attend the general meeting and make written and/or verbal representation to shareholders at the general meeting."
By Order of the Board

China Water Industry Group Limited Wang De Yin

Chairman

Hong Kong, 15 May 2012

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Notes:

(1) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at branch share registrar of the Company in Hong Kong, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place,

33 Lockhart Road, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

(2) In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holders, seniority being determined by the order in which names stand in the register of members.

(3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the annual general meeting or any adjournment.

(4) As at the date of this announcement, the board of directors of the Company comprises Mr. Wang De Yin, Mr. Lin Yue Hui, Mr. Liu Feng, Mr. Tang Hui Ping and Ms. Chu Yin Yin, Georgiana, all being executive directors, and Mr. Chang Kin Man, Mr. Wu Tak Lung and Mr. Gu Wen Xuan, all being independent non-executive directors.

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