United Energy : Form of proxy for annual general meeting (or any adjournment thereof)

UNITED ENERGY GROUP LIMITED ᑌΥঐ๕ණྠϞࠢʮ̡

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock code: 467)

Form of proxy for annual general meeting (or any adjournment thereof)

I/We, (Note 1)

of being the registered holder(s) of (Note 2) shares of HK$0.01 each in the capital of United Energy Group Limited (the "Company"), HEREBY APPOINT (Note 3)

or failing who, the Chairman of the annual general meeting of the Company (the "Meeting") as my/our proxy to act for me/us and on my/our behalf at the Meeting to be held at Suite 2505, 25/F, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong on Monday, 6 June 2022 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions (with or without amendments) as set out in the notice convening the Meeting (the "Notice"), or any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated, and if no indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

FOR (Note 4)

AGAINST (Note 4)

• 1. To receive and adopt the audited financial statements and the reports of the directors and

• auditors for the period ended 31 December 2021.

• 2. To re-elect Mr. Zhang Hong Wei, a retiring executive director, as executive director.

• 3. To re-elect Ms. Wang Ying, a retiring independent non-executive director, as independent non-executive director.

• 4. To authorise the Board of Directors to fix the remuneration of the directors.

• 5. To re-appoint RSM Hong Kong as the Auditors of the Company and authorize the board of directors of the Company to fix their remuneration.

  6. a. To grant unconditional mandate to the directors to issue and allot shares

  • b. To grant unconditional mandate to the directors to repurchase shares

  • c. To grant unconditional mandate to the directors to exercise the powers to allot, issue and deal with shares by the number of shares repurchased.

  SPECIAL RESOLUTION

• 7. To approve the proposed amendments to the existing bye-laws of the Company and the adoption of the amended and restated bye-laws of the Company.

Remark:

The full text of the Resolutions 1-7 are set out in the Notice convening the Meeting.

Signature(s)(Note 5):

Dated this day of 2022

Notes:

1. 2.

Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS.

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

3.

Please insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT. A member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and, on a poll, to vote instead of him. The proxy need not be a member of the Company, but must attend the Meeting in person to represent you.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "FOR''. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "AGAINST''. Failure to tick the boxes will entitle your proxy to cast your votes at his discretion or abstain from the relevant resolutions. Your proxy will also be entitled to vote at his discretion or abstain from any other resolutions properly put to the Meeting other than that referred to in the Notice convening the Meeting.

5.

This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

6.

To be valid, this form of proxy, together with any 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 Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjourned thereof. If in default the proxy shall not be treated as valid.

7.

For the purpose of ascertaining shareholders who are entitled to attend and vote at the AGM to be held on Monday, 6 June 2022 (or any adjournment thereof), the register of members of the Company will be closed from Tuesday, 31 May 2022 to Monday, 6 June 2022 (both days inclusive). In order to qualify for the right to attend and vote at the Meeting (or any adjournment thereof), all transfers documents accompanied by the relevant share certificates should be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Monday, 30 May 2022.

8.

Where there are joint registered holders of any share of the Company, any one of such joint holders may vote at the Meeting either personally or by proxy in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such share.

9.

Completion and return of this form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "personal data" defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"), which include your and your proxy's name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the "Purposes"). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Secretaries Limited at the above address.

*

For identification purposes only