United Energy Group Limited - HKExnews

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Annual Report 2009 Report of the Directors Directors’ Interests in Contracts of Significance No contracts of significance to which the Company, its subsidiaries or holding company was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the period of at any time during the period, except as announced. Emolument Policy The emolument policy of the employees of the Group is set up by the board of directors on the basis of their merit, qualifications and competence. The emoluments of the directors of the Company are decided by the board, having regard to the Company’s operating results, individual performance and comparable market statistics. Pre-Emptive Rights There are no provisions for pre-emptive rights under the Company’s Bye-laws or the laws of Bermuda, which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders. Appointment of Independent Non-Executive Directors The Company has received, from each of the independent non-executive Directors, an annual confirmation of his independent pursuant to Rule 3.13 of the Rules Governing the Listing Securities on The Stock Exchange of Hong Kong Limited. The Company considers all of the independent non-executive Directors are independent. Compliance with the Model Code of the Listing Rules The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules. Having made specific enquiry with the Directors, all the Directors confirmed that they have complied with the required standard as set out in the Model Code throughout the financial year for the 9 months ended 31 December 2009. The Company has also established written guidelines regarding securities transaction on no less exacting terms of the Model Code for senior management and specific individual who may have access to price sensitive information in relation to the securities of the Company. Corporate Governance In the opinion of the Directors, the Company has complied throughout the financial year for the 9 months ended 31 December 2009 with the Code on Corporate Governance Practices, except for code provisions A.2.1 and A.4.1 as set out in the Code of Corporate Governance Practices contained in Appendix 14 to the Listing Rules. Please refer to the Corporate Governance Report on pages 10 to 15 for details. Details of the audit committee and remuneration committee are set out in the Corporate Governance Report. 21
UNITED ENERGY GROUP LIMITED Report of the Directors Sufficiency of Public Float The Company has maintained a sufficient public float throughout the financial year ended for the 9 months ended 31 December 2009. Purchase, Sale or Redemption of Shares As at 31 December 2009, the Company has not redeemed any of its shares nor any or its subsidiaries has purchased or sold any of the Company’s shares during this period. Events After Reporting Period Details of significant events occurring after the end of the reporting period are set out in note 35 to the financial statement. Auditors A resolution will be submitted to the annual general meeting of the Company to re-appoint the auditors, Messrs. RSM Nelson Wheeler as auditors of the Company. By Order of the Board United Energy Group Limited Zhang Hongwei Chairman Hong Kong, 26 April 2010 22
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United Energy Group Limited - HKExnews

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