Peak Sport Products : Documents on display - (014) Material contract (b) Share Subscription Agreement

CONFIDENTIAL

Dated 23 June 2015

and

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

1. EVER SOUND DEVELOPMENT LIMITED, a company incorporated in the British Virgin Islands, whose registered office is situated at 3rd Floor, J & C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG 1 1 10 (the "Subscriber"); and

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 KY l-1111, Cayman Islands (the "Company"). WHEREAS:

3. The Subscriber (being the controlling shareholder of the Company), the Company, the Placing Agents (as defined below) and the Investors (as defined below) entered into the Placing Agreements (as defined below), pursuant to which the Subscriber has agreed to sell 280,000,000 shares of the Company to the investors and purchasers procured by the Placing Agents.

4. The Subscriber has agreed with the Company to subscribe for 280,000,000 new shares of the Company (the "Subscription") on and subject to the terms set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:
1. Interpretation

   Inthis Agreement, the following expressions have the following meanings:

   "Business Day"

   a day (other than a Saturday, a Sunday or a public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours;

   "CCASS"

   Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;

   "Completion"

   as soon as practicable after fulfillment of all of the conditions refen-ed to in paragraph 2.1, but in any event must not be later than 25 June 2015, or such other day as agreed between the parties;

   "Hong Kong"

   Hong Kong Special Administrative Region of the People's Republic of China;

   "Placing Agents"

   China International Capital Corporation Hong Kong Securities Limited and BOCOM International Securities Limited;

   "Placing Agreements"

   the share placing agreements of even date made among the Company, the Subscriber and each of the Placing Agents and the Investors in relation to, among other matters, the Top-up Placing;

   "Placing Announcement"

   the announcement in the agreed form proposed to be issued by the Company in connection with, inter alia, the Top-Up Placing and the Subscription following the execution of the Placing Agreements and this Agreement, a draft of which is annexed hereto marked "A";

   "SFC"

   the Securities and Futures Commission of Hong Kong;

   "Shares"

   ordinary shares of HK$0.0 I each in the capital of the Company;

   "Stock Exchange"

   The Stock Exchange of Hong Kong Limited;

   "Subscription Shares"

   up to 280,000,000 new Shares to be subscribed by the Subscriber pursuant to this Agreement, the actual number of which shall be equal to the number of Shares successfully placed out under the Top-Up Placing;

   "Takeover Executive"

   the Executive Director of the Corporate Finance Division of the SFC;

   "Top-up Placing"

   the placing of up to 280,000,000 existing Shares pursuant to the Placing Agreements; and

   "HK$"

   Hong Kong dollars, the lawful currency of Hong Kong.

2. Conditions

3. The Subscriber's obligations under paragraph 3 are subject to the fulfillment of the following conditions by no later than 5 :00 p.m. on 25 June 20 I 5:

4. the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Subscription Shares (and such permission and listing not

   subsequently being revoked prior to the allotment and issue of the Subscription Shares); and

5. completion of the Top-up Placing in accordance with the terms of the Placing Agreements.

6. The Company shall, either itself or through its advisers:

7. apply to the Stock Exchange for listing of and permission to deal in the Subscription Shares on the Stock Exchange; and

8. take such other action, including the submission of such information as may be required by the relevant authority for the purposes of any such application.

9. If the conditions of the Subscription set out in paragraph 2.1 are not fulfilled within 14 days after the date of this Agreement or such later date as may be agreed between the Company and the Vendor, the obligations and liabilities of the Vendor and the Company under the Subscription shall be null and void and neither the Company nor the Vendor shall have any claim against the other for costs, damages, compensation or otherwise provided that the Company shall reimburse the Vendor any legal fees and out-of-pocket expenses which the Vendor shall be obliged to pay in connection with the Placing.

10. All applications referred to in paragraph 2.2 shall be made and procured in a timely manner. The Company and the Subscriber shall exercise all reasonable endeavours and provide such reasonable assistance to procure the satisfaction of the conditions set out in paragraph 2.1 by the time specified.

11. Subscription

12. Subject to paragraph 2.1, the Subscriber shall subscribe for the Subscription Shares, and the Company will allot and issue the Subscription Shares, subject to its memorandum of association and bye-laws.

13. The Subscription Shares will be issued at a subscription price of HK$2.48 per Subscription Share, the full amount of which will be payable by the Subscriber to the Company at Completion.

14. The Subscription Shares will be allotted and issued as fully paid and shall, when fully paid, rank pari passu in all respects among themselves and with the Shares in issue on the respective dates of allotment and issue of the Subscription Shares.

15. The Subscriber shall instruct the Placing Agents and Investors to deposit the aggregate placing price of the placing Shares to be placed out by the Subscriber under the Placing Agreements (less the duties, levies, fees and/or expenses referred to under Clause 3 of the Placing Agreements) (the "Net Proceeds of Placing"), into the bank account designated for the purpose by the Subscriber.