Peak Sport Products : Documents on display - (013) Material contract (a) Share Placing Agreement

Execution Version (23.06.15)

CONFIDENTIAL

Dated 23 June 2015

EVER SOUND DEVELOPMENT LIMITED

and

PEAK SPORT PRODUCTS CO., LIMITED

and

CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

and

BOCOM INTERNATIONAL SECURITIES LIMITED SHARE PLACING AGREEMENT

relating to the shares in the capital of Peak Sport Products Co., Limited

SHARE PLACING AGREEMENT between

1. EVER SOUND DEVELOPMENT LIMITED, a company incorporated in the British Virgin Islands, whose registered office is situated at 3'' Floor, J & C Building, P. 0. Box 933, Road Town, Tortola, British Virgin Islands, VG1110 (the "Vendor");

2. PEAK SPORT PRODUCTS CO., LIMITED, a company incorporated in Cayman Islands, whose registered office is situated at Cricket Square, Hutchins Drive. P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the "Company")

(3) CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED, a company duly incorporated in Hong Kong with limited liability, whose registered office is situated at 29th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong ("CICC"); and

1. BOCOM INTERNATIONAL SECURITIES LIMITED, a company incorporated under the laws of Hong Kong, whose registered address is at 15th Floor, Man Yee Building, 68 Des Voeux Road Central, Hong Kong and whose correspondence address is at 9th Floor, Man Yee Building, 68 Des Voeux Road Central, Hong Kong ("BOCOM") (CICC and BOCOM collectively the "Placing Agents" and each a "Placing Agent"). WHEREAS:

2. The Company is incorporated with limited liability under the laws of Cayman Islands with an authorised share capital of HK$50,000,000 divided into 5,000,000,000 shares of HK$0.01 each (the "Shares" and each, a "Share"), of which 2,108,868,394 Shares have been issued and are fully paid and all of which are listed on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") (stock code: 1968).

3. The Vendor is the legal and beneficial owner of 893,804,246 Shares, 280,000,000 Shares of which the Vendor has agreed to sell pursuant to this Agreement {the "Sale Shares").

4. The Vendor has agreed with the Company to subscribe for 280,000,000 new Shares (the "Subscription") pursuant to a subscription agreement of the date hereof (the "Subscription Agreement") subject to the terms and conditions contained therein.

5. The Vendor has agreed to appoint the Placing Agents and the Placing Agents have agreed to act as the Placing Agents for the purpose of procuring severally, as agents of the Vendor, on a best effort basis, purchasers for the Sale Shares on the terms and subject to the conditions set out in this Agreement.

1. Placing

2. On the terms and subject to the conditions set out in this Agreement, the Vendor agrees to sell, or procure the sale of, the Sale Shares and the Placing Agents agree, as agents of the Vendor, on a best effort basis, to severally procure purchasers to purchase, the Sale Shares at a price of HK$2.48 per Sale Share (the "Sale Price"), Hong Kong Stock Exchange trading fee of 0.005 per cent., Securities and Futures Commission ("SFC") transaction levy of 0.0027 per cent. and Hong Kong buyer's ad valorem stamp duty as may be payable by the purchasers. For avoidance of doubt, the Placing Agents shall be under no obligation to purchase the Sale Shares if purchasers are not procured for any or all of the Sale Shares. At any time each of the Placing Agents or its respective nominees may elect to purchase some or all of the Sale Shares as principal from the Vendor at the Sale

   Price and, in that event, these Sale Shares may be onsold to purchasers at any price(s) as the Placing Agents may determine, without any obligation to notify the Vendor of such election or of the number of Sale Shares so purchased or of the price(s) at which any of those Sale Shares are sold to purchasers. The placing and/or purchase by the Placing Agents of the Sale Shares under this Agreement is referred to in this Agreement as the "Placing". The choice of placees of the Placing shall be determined solely by the Placing Agents .

3. The Vendor hereby appoints the Placing Agents as its agents for the purpose of making the Placing, and the Placing Agents accept such appointment, on a best effort basis to severally procure placees to purchase the Sale Shares on the terms and subject to the conditions set out in this Agreement. Any transaction carried out by the Placing Agents pursuant to this Agreement (other than any purchase by the Placing Agents of Sale Shares as principal) shall constitute a transaction carried out at the request of the Vendor and as its agents and not on account of or for the Placing Agents. The Vendor, for the sole purpose of the Placing, confers on the Placing Agents all powers, authorities and discretions on behalf of the Vendor which are necessary for, or reasonably incidental to, the making of the Placing provided that each of the Placing Agents shall remain liable for any and all acts and omissions of any agent appointed by such Placing Agent pursuant to this Clause 1(b) and its obligations undertaken under this Agreement), and hereby agrees to ratify and confirm everything which the Placing Agents have done prior to the date of this Agreement or may do in the exercise of such powers, authorities and discretion in accordance with this Agreement. The Vendor agrees, promptly on request by the Placing Agents, to execute or do, or procure that there shall be executed and done, all such deeds, documents and things as the Placing Agents may reasonably deem necessary for such purposes.

4. The Vendor hereby acknowledges that in performing its duties and obligations under this Agreement, the Placing Agents are authorised to appoint one or more sub-placing or sub-underwriting agents or selling agents and that such agents shall be agents of the relevant Placing Agent appointing it in the performance of such Placing Agent's duties and obligations under this Agreement. All fees of such agents shall be paid and borne by such Placing Agent out of the commissions, costs, charges and expenses payable by the Vendor under Clause 3. The relevant Placing Agent may enter into any agreements with any of the agents for such purpose provided that the Placing Agents shall, subject to the provisions of this Agreement, remain responsible and liable for any act or omission carried out by such agent in the performance of such Placing Agent's obligations hereunder.

5. The Vendor shall sell the Sale Shares pursuant to the Placing free from all liens, charges and encumbrances and together with all rights attaching to them, being rights which rank pari passu to other ordinary shares of the Company in issue, as at the Closing Date, including the right to receive all dividends declared, made or paid on or after the Closing Date.

6. Each of the Placing Agents may select brokers of its choice to report the transaction to the Hong Kong Stock Exchange and to effect the transaction on the Hong Kong Stock Exchange as a crossing on the Hong Kong Stock Exchange (if applicable).

7. Completion

   Subject to Clause 6, completion of the Placing ("Completion") shall take place at or before 9:00 a.m. on the Closing Date in accordance with the completion mechanics as described in Schedule 1. For the purposes of this Agreement, (i) "Closing Date" means, provided that all the conditions set out in Clause 6 shall have been satisfied, 25 June 2015 (being the second Business Day after the date of this Agreement), or such other date as the Vendor and the Placing Agents may agree in writing and (ii) "Business Day" means any day (excluding Saturdays, Sundays and public holidays in Hong Kong) on which licensed banks generally are open for business in Hong Kong.

8. Covenants and Commissions

   The Vendor hereby agrees to:

9. pay on behalf of the Company to the Placing Agents, as consideration of the services of the Placing Agents in relation to the Placing and in connection with the Company's application for listing of, and permission to deal in, the Sale Shares, upon the completion of the Placing of all the Sale Shares, a commission for the following amounts that are to be deducted from the payment to be made by it to the Vendor in accordance with Schedule 1:

10. For CICC : HK$12,221,440 (being the commission to place 246,400,000 Sale Shares)

11. For BOCOM: HK$1,127,160 (being the commission to place 33,600,000 Sale Shares)

1. pay on behalf of the Company and keep the Placing Agents indemnified against, all Hong Kong seller's ad valorem stamp duty, fixed duty on the instruments of transfer, seller's Hong Kong Stock Exchange trading fee of 0.005 per cent. and SFC transaction levy of 0.0027 per cent. as may be payable in respect of the sale of the Sale Shares, costs and expenses of the Company's share registrars in Hong Kong in effecting the transfer of the Sale Shares and costs and expenses in connection with obtaining any necessary consents or authorisations in respect of the sale of the Sale Shares, such amounts to be deducted from the payment to be made by the Placing Agents to the Vendor in accordance with Schedule 1;

2. pay on behalf of the Company or Vendor the costs and expenses of the Placing Agents in relation to the Placing of the Sale Shares within ten (10) days after the completion of the Placing and receipt of relevant invoice(s) from the Placing Agents.

The Vendor hereby acknowledges that, in addition to the commissions, costs, charges and expenses referred to in this Clause 3, each of the Placing Agents shall be entitled to keep for its own account any brokerage fees or commission that it may receive from the placees.

Each of the Placing Agents agrees that it shall issue invoice(s) to the Vendor or Company which set out various components of the fees, expenses, commission, taxes, duties, etc mentioned in this Clauses 3.