Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement appears for information purposes only and is not intended to and does not constitute, or form part of, any offer to acquire, purchase and subscribe for or an invitation to acquire, purchase or subscribe for any securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of the Offeror or the Company in any jurisdiction in contravention of applicable law.

XU'S SPORT COMPANY LIMITED

許氏體育有限公司

(Incorporated in Hong Kong with limited liability)

PEAK SPORT PRODUCTS CO., LIMITED

匹克體育用品有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1968) JOINT ANNOUNCEMENT PROPOSED PRIVATISATION OF PEAK SPORT PRODUCTS CO., LIMITED BY THE OFFEROR BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 86 OF THE COMPANIES LAW)
  1. RESULTS OF COURT MEETING AND EGM; AND
  2. CLOSURE OF REGISTER OF MEMBERS

RESULTS OF COURT MEETING AND EGM

The resolution to approve the Scheme was approved by the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting on Wednesday, 19 October 2016.

The special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancellation and extinguishment of the Scheme Shares and the ordinary resolution to immediately increase the issued share capital of the Company to its former amount by the issuance at par to the Offeror, credited as fully paid, of the aggregate number of Shares as is equal to the number of Scheme Shares cancelled were approved by the Shareholders at the EGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining those Scheme Shareholders who are qualified for entitlements under the Scheme, the register of members of the Company will be closed from Friday, 28 October 2016 onwards. During such period, no transfer of Shares will be effected.

INTRODUCTION

This announcement is made further to the scheme document jointly issued by the Company and the Offeror to the Shareholders on 23 September 2016 in relation to the proposed privatisation of the Company by way of a scheme of arrangement under Section 86 of the Companies Law (the "Scheme Document").

Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Scheme Document.

RESULTS OF THE COURT MEETING

The Court Meeting was held at 3:00 p.m. on Wednesday, 19 October 2016 at Rooms 1 & 2, United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong. Scheme Shareholders who were present either in person or by proxy were entitled to vote in respect of all of their Scheme Shares.

For the purposes of Section 86 of the Companies Law and Rule 2.10 of the Takeovers Code, the approval required to be obtained at the Court Meeting in respect of the Scheme would be regarded as obtained if (1) the Scheme is approved by a majority in number of the Scheme Shareholders representing not less than 75% in value of the Scheme Shares held by the Scheme Shareholders who are present and voting either in person or by proxy at the Court Meeting; (2) the Scheme is approved (by way of poll) by the Independent Shareholders holding at least 75% of the votes attaching to the Scheme Shares held by the Independent Shareholders that are voting either in person or by proxy at the Court Meeting; and (3) the number of votes cast (by way of poll) by the Independent Shareholders present and voting either in person or by proxy at the Court Meeting against the resolution to approve the Scheme at the Court Meeting is not more than 10% of the votes attaching to all the Scheme Shares held by all the Independent Shareholders.

The poll results in respect of the resolution to approve the Scheme at the Court Meeting were as follows:

Total number

In favour of the Scheme

Against the

Scheme

1. Number of Scheme Shares voted by the Independent Shareholders/Scheme Shareholders in person or by proxy

Approximate percentage represented

602,379,002

591,138,591

11,240,411

100%

98.13%

1.87%

2. Number of Independent Shareholders/ Scheme Shareholders who attended and voted in person or by proxy

Approximate percentage represented

75

56

20

100%

73.68%

26.32%

3. Approximate percentage of (i) 11,240,411 Shares over (ii) 927,326,148 Shares, where (i) is the number of votes cast against the Scheme, and (ii) is the number of votes attaching all Scheme Shares held by all the Independent Shareholders

1.21%

Thus, as (1) the resolution proposed at the Court Meeting to approve the Scheme was duly passed by a majority in number of the Scheme Shareholders representing not less than 75% in value of the Scheme Shares held by the Scheme Shareholders who were present and voting either in person or by proxy at the Court Meeting; (2) the resolution to approve the Scheme at the Court Meeting was also duly passed (by way of poll) by Independent Shareholders holding at least 75% of the votes attaching to the Scheme Shares held by the Independent Shareholders who were voting either in person or by proxy at the Court Meeting; and (3) the number of votes cast (by way of poll) by the Independent Shareholders present and voting either in person or by proxy at the Court Meeting against the resolution to approve the Scheme at the Court Meeting was not more than 10% of the votes attaching to all Scheme Shares held by all of the Independent Shareholders, both Section 86 of the Companies Law and Rule 2.10 of the Takeovers Code have been complied with.

As at the date of the Court Meeting, the total number of Shares in issue was 2,389,150,394 and the total number of Scheme Shares entitling the holders to attend and vote for or against the Scheme at the Court Meeting was 927,326,148 Scheme Shares. It was stated in the Scheme Document that the Offeror and the Offeror Concert Parties would not vote at the Court Meeting and accordingly, they did not vote at the Court Meeting. Save for the Offeror and the Offeror Concert Parties, no Scheme Shareholders were required to abstain from voting at the Court Meeting in accordance with the Takeovers Code.

In accordance with the direction from the Grand Court, HKSCC Nominees Limited was permitted to vote once for and once against the Scheme in accordance with instructions received by it from the CCASS Participants. For the purpose of calculating the "majority in number", HKSCC Nominees Limited was counted as a multi-headed Shareholder voting once "for" and once "against" the Scheme. The number of votes cast in favour of the Scheme and the number of CCASS Participants on whose instructions they are cast and the number of votes cast against the Scheme and the number of CCASS Participants on whose instructions they are cast will be disclosed to the Grand Court and may be taken into account in deciding whether or not the Grand Court should exercise its discretion to sanction the Scheme. A total number of 34 CCASS Participants representing 589,742,481 Scheme Shares voted in favour of the resolution to approve the Scheme and 8 CCASS Participants representing 11,154,200 Scheme Shares voted against the resolution to approve the Scheme at the Court Meeting.

Tricor Investor Services Limited acted as the scrutineer for the vote-taking at the Court Meeting.

RESULTS OF THE EGM

The EGM was held after the conclusion of the Court Meeting on Wednesday, 19 October 2016 at the same place for the purpose of considering, and if thought fit, passing the special and ordinary resolutions set out in the notice of the EGM dated 23 September 2016.

The poll results in respect of the resolutions proposed at the EGM were as follows:

Special resolution

Number of votes (%)

FOR

AGAINST

1. To approve the reduction of the issued share capital of

2,032,100,867

11,239,201

the Company by cancelling and extinguishing the

(99.45%)

(0.55%)

Scheme Shares as defined and more particularly set

out in the notice convening the EGM

Ordinary resolution

Number of votes (%)

FOR

AGAINST

2. To consider and approve, amongst others, the increase of

2,032,109,857

11,231,211

the share capital of the Company as more particularly set

(99.45%)

(0.55%)

out in the notice convening the EGM

Peak Sport Products Co. Ltd. published this content on 19 October 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 19 October 2016 11:08:04 UTC.

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