Peak Sport Products : Documents on display - (003) Memorandum and articles of association of the Offeror

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day incorporated in Hong Kong under the

ARTICLES OF ASSOCIATION

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XU' S SPORT COMPANY LIMITED

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Incorporated the 21st day of June 2016

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COMPANIES REGISTRY

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CERTIFICATE OF INCORPORATION

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I hereby certify that

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Companies Ordinance

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(Chapter 622 of the Laws of Hong Kong), and that this company is

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a limited company.

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Issued on 21 June 2016.

(Sd.) Ms Ada L L CHUNG

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Ms Ada L L CHUNG

Registrar of Companies

Hong Kong Special Administrative Region

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Registration of a company name with the Companies Registry does not confer any trade mark rights or any other intellectual property rights in respect of the company name or any part thereof.

THE COMPANIES ORDINANCE (Chapter 622)

Private Company Limited by Shares

ARTICLES OFASSOCIATION OF

XU'S SPORT COMPANY LIMITED

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PRELIMINARY

The name of the Company is "XU'S SPORT COMPANY LIMITED glf 9}:1f 0BJ".

1. The registered office of the Company will be situated in Hong Kong.

2. The liability of the members is limited to an amount unpaid on the share(s) held by the member(s).

3. Capital and initial shareholdings:

4. The total number of ordinary share that the Company proposes to issue on the Company's formation is one;

5. The total amount of share capital to be subscribed by the Company's founder member on that formation is Hong Kong dollar one;

6. The amount to be paid up or to be regarded as paid up is HK$1.00;

7. The amount to remain unpaid or to be regarded as remaining unpaid, on the total number of shares that the Company proposes to issue on that formation is nil.

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   Name(s) , Address(es) and Description(s) of Signatory(ies)	Number of Share(s)
   (Sd.) KINGSMARK SECRETARIES LIMITED 19th Floor, Beverly House, Nos. 93-107 Lockhart Road, Wanchai, Hong Kong Corporation	(Taken)	(Fully paid in HKD)
   	Ten	HKDI 0.00
   Total Number of Share Taken and fully paid : Ten

   I/We, the following person(s) whose name(s), address(es) and description(s) is/are hereto given below, wish to form a Company in pursuance of these articles of association, and I/we respectively agree to take the number of share(s) in the capital of the Company set opposite to my/our respective name(s):-

   Dated the 21st day of June, 2016.

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8. The regulations in Schedule 2 to the Companies (Model Articles) Notice (Cap.622H) shall apply to the Company save in so far as they are hereby specifically excluded or are inconsistent with the Articles herein contained. In particular, but without in any way limiting the generality of the foregoing, Articles 11, 12, 16, 17, 21, 22, 23, 26, 33, 39, 41, 53, 56, 63, 64 and 81 shall not apply or are modified as hereinafter appearing.

   GENERAL MANAGEMENT

9. The board of director(s) shall be entrusted with the general management of the business and the affairs of the Company, and shall have full power to do all such acts and things and enter into such contracts and engagements on behalf of the company as the director(s) may consider necessary or desirable and may also appoint and remove or suspend any officers, accountants, agents, servants and employees.

   TRANSFER OF SHARES

10. The directors may in their absolute discretion and without assigning any reason therefor, refuse to register a transfer of any share. Ifthe directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

    GENERAL MEETINGS

11. (a) The quorum for the transaction of business at any General Meeting shall be two members present in person or by proxy. Notwithstanding any provision herein, if the Company has only one member, the decision of that member shall be taken by way of written resolution(s).

12. Meetings may be held in Hong Kong or at such other place or places in the world as the majority of the shareholders in value shall from time to time by resolution determine.

13. A resolution in writing signed by at least 75% of the shareholders and annexed or attached to the General Meetings Minute Book shall be as valid and effective as a resolution passed at a meeting duly convened. The signature of any shareholder may be given by his Attorney or Proxy. Any such resolution may be contained in one document or separate copies prepared and/or circulated for the purpose and signed by one or more shareholders.

14. Where the Company has only one member and that member takes any decision that may be taken by the Company in General Meeting and that has effect as if agreed by the Company in General Meeting, he shall (unless that decision is taken by way of a resolution in writing duly signed by him) provide the Company with a written record of that decision within 7 days after the decision is made.

DIRECTORS

15. Unless and until otherwise determined by an ordinary resolution of the Company, the minimum number of director(s) shall be one and there shall be no maximum number of directors.

16. The first director(s) of the company is/are the person(s) named as the director(s) m the Incorporation Form delivered to the Registrar of Companies.

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