United Energy : PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES, PROPOSED AMENDMENTS TO THE BYE-LAWS AND ADOPTION OF THE NEW BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in United Energy Group Limited, you should at once hand this circular to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or to the transferee.

UNITED ENERGY GROUP LIMITED ᑌΥঐ๕ණྠϞࠢʮ̡

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

(Stock code: 467)

PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED GRANT OF GENERAL MANDATES

TO ISSUE AND REPURCHASE SECURITIES, PROPOSED AMENDMENTS TO THE BYE-LAWS AND

ADOPTION OF THE NEW BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of United Energy Group Limited 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. is set out on pages 88 to 92 of this circular. Whether or not you are able to attend the meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of 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, as soon as practicable and in any event not less than 48 hours before the time appointed for holding 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 meeting or any adjourned meeting should you so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

* For identification purposes only

29 April 2022

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 to 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 circular misleading.

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CONTENT

Definition .........................................................

Letter from the Board

1

• - Biographical details of retiring Directors .................

• - Explanatory statement for the Repurchase Mandate ........

• Appendix III -

Details of the Proposed Amendments to the Bye-laws .......

Notice of Annual General Meeting .....................................

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DEFINITION

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

"Amendments"

the amendments and restatement of the Bye-laws to, among others, (i) allowing a physical general meeting to be held with one or more than one location(s); (ii) allow a general meeting to be held as an electronic meeting (also referred to as virtual general meeting) or a hybrid meeting; (iii) bring the Bye-laws in line with amendments made to Listing Rules and applicable laws of Bermuda; and (iv) make certain minor housekeeping amendments to the Bye-laws for the purpose of clarifying existing practice and making consequential amendments in line with the amendments to the Bye-laws

"Annual General Meeting"

the annual general meeting of the Company 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. or any adjournment thereof

"Board"

the board of Directors

"Bye-laws"

the amended and restated Bye-laws of the Company (as amended from time to time)

"close associate(s)"

has the same meaning as ascribed to it under the Listing Rules

"Company"

"Directors"

United Energy Group Limited, an exempted company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the securities of which are listed on the Main Board of the Stock Exchange the directors of the Company

"Group"

"Hong Kong"

the Company and its subsidiaries from time to time the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"

21 April 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

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