General Announcement::Update on Chapter 11 Proceedings before the US Bankruptcy Court

CHINA FISHERY GROUP LIMITED

(Incorporated in the Cayman Islands)

Update on Chapter 11 Proceedings before the US Bankruptcy Court

The board of directors (the "Board") of China Fishery Group Limited (the "Company") wishes to provide an update on Chapter 11 proceedings currently before the United States Bankruptcy Court in New York. Reference is made to the Board's announcement of 19 March 2021 concerning a Disclosure Statement and Chapter 11 Plan (the "Plan") filed in the US Bankruptcy Court by two creditors of China Fishery Group (the "Group"), Burlington Loan Management DAC and Monarch Alternative Capital LP (the "Creditor Plan Proponents").

Updates on Chapter 11 Proceedings before the US Bankruptcy Court

In line with the previous announcement, management has reviewed the Plan in detail. The review has shown that there would be little value flowing to creditors or shareholders of the Company or its subsidiaries other than to the Club Loan and CFG bondholder creditors who are parties to the Restructuring Support Agreement ("RSA") and holders of the Bank of America and Standard Chartered claims. Accordingly, management engaged the Creditor Plan Proponents and the Chapter 11 trustee in discussions, in an effort to secure funding that could be distributed to the remaining creditors, and potentially shareholders, outside of the Club Loan and bondholder creditor groups.

After several weeks of intense negotiations, a Global Settlement Agreement (the "Agreement") has been signed between the Creditor Plan Proponents, the Chapter 11 debtors (the "Debtors") and non-debtor affiliates, and filed with the US Bankruptcy Court on 3 June 2021, and approved on 10 June 2021. The Creditor Plan Proponents have attached the Agreement to a revised version of the Plan (the "Confirmed Plan") which was confirmed at a hearing on 10 June 2021 in the US Bankruptcy Court. A copy of the Confirmed Plan is attached to this announcement. In accordance with the terms of the Confirmed Plan, the Chapter 11 trustee will be discharged as soon as reasonably practicable after 23 June 2021.

The Agreement

The Agreement is intended to achieve the purpose of ensuring that there are some funds available for distribution to creditors and Company shareholders under a Chapter 11 restructuring plan to be filed shortly.

The Agreement is complex and the implementation of the Agreement is subject to terms contained therein and applicable laws and regulations. A brief summary of the key provisions of the Agreement is as follows :

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1. The entities within the Group which will be under the control of the Creditor Plan Proponents will pay US$20 million to China Fisheries International Limited ("CFIL") on the effective date of their plan. The funds are to be used solely for plan distributions, for administrative Claims and third-party Unsecured Claims to be outlined in a Chapter 11 plan to be filed by the Debtors.
2. In addition, those same entities will transfer cash in an amount equal to US$5,000,000 (the "Holdback Amount") to an escrow account, less the aggregate amount of allowed deductions which include any fees, expenses, costs, incurred or money paid out by entities under the control of the Creditor Plan Proponents in resolving a fishing vessel dispute. Any amount of the Holdback Amount which may be remaining after those deductions will be paid to CFIL.
3. In consideration for these payments, the Debtors, their directors, affiliates and the Ng family will, to the fullest extent permitted by any applicable law, use best efforts to promptly provide all the consents, approvals, and take any other actions that are requested by the Creditor Plan Proponents or the Plan Administrator appointed under the Confirmed Plan to consummate the restructuring under the Confirmed Plan, including voting in favour of the Confirmed Plan and UK proceedings and a Singapore scheme of arrangement, if required, as contemplated under the Confirmed Plan.

The Confirmed Plan

The Confirmed Plan is complex and the implementation of the Confirmed Plan is subject to terms contained therein and applicable laws and regulations. Hence, shareholders and creditors are encouraged to refer to the Confirmed Plan for detailed information. A brief summary of some of the key features of the Confirmed Plan is as follows:

1. The Club Loan and CFG bondholder creditors who are participants in the RSA will swap their claims for equity in a new company ("Newco"). Following proceedings in Singapore and the
   United Kingdom, and subject to compliance with applicable laws and regulations (including requirements under the Listing Manual of the SGX-ST), all of the equity in CFG Investment S.A.C. will be transferred to Newco (the "Transaction"). The effect of this is that Newco will become the 100% owner of the Peruvian fishing and fishmeal production business (the
   "Peruvian OpCos").
2. The Peruvian OpCos will be recapitalized through the provision of a committed $150 million New Money Facility (as defined in the RSA) to fund working capital and transaction costs. The New Money Facility will accrue cash interest at the rate of LIBOR plus 9% per annum and mature 10 years from the date of the drawdown of the New Money Facility (which is anticipated to occur on or around the Effective Date of the Confirmed Plan).
3. The New Money Facility will be backstopped by certain Consenting Creditors under the RSA that commit to backstop the New Money Facility on the terms and deadlines set forth in the RSA (collectively, the "Backstop Parties"). The Backstop Parties are entitled to a backstop commitment fee equal to 5% of their respective backstop commitments on the New Money Facility, payable in cash at the closing of the Transaction.
4. The Club Facility and Senior Notes will be exchanged for $300 million of New Notes (as defined in the RSA) to be issued by NewCo or such other entity in a jurisdiction selected in accordance with the RSA. The New Notes will accrue cash interest at the rate of LIBOR plus 9% per annum and mature 10 years from the date of the closing of the Transaction.
5. The debt structure of NewCo shall only include the New Money Facility and the New Notes.

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6. Interests in the equity of NewCo and the New Notes shall be apportioned between Club Loan and CFG bondholder claim holders in accordance with an agreement between those two groups of creditors.

Next Steps

The Company intends to file a Chapter 11 restructuring plan for the purpose of resolving all claims (other than those resolved by the Confirmed Plan) filed in the US Bankruptcy Court at all levels of the Group, Pacific Andes Resources Development Limited and Pacific Andes International Holdings Limited. The intention is to file the plan as soon as practicable.

General

Shareholders and creditors should note that the transactions contemplated in the Agreement and the Confirmed Plan will be subject to further action yet to be completed. The Company will make the necessary announcements when there are further updates on the matters contemplated by this announcement. Persons who are in doubt as to the action they should take should consult their legal, financial, tax or other professional advisers.

By Order of the Board

Ng Puay Yee (Jessie)

Executive Director and Chief Executive Officer

22 June 2021

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THIS PLAN IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THE INFORMATION IN THE PLAN IS SUBJECT TO CHANGE. THIS PLAN IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES.

Patrick J. Nash, Jr., P.C. (admitted pro hac vice) Heidi M. Hockberger (admitted pro hac vice)

KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654

Telephone:	[phone]
Facsimile:	[phone]
	- and -
Gregory Pesce (admitted pro hac vice)
WHITE & CASE LLP
111 South Wacker Drive, Suite 5100
Chicago, Illinois 60606
Telephone:	[phone]
Facsimile:	[phone]
Co-Counsel to the Creditor Plan Proponents
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
		)
In re:		)	Case No. 16-11895 (JLG)
		)
CHINA FISHERY GROUP LIMITED (CAYMAN), et al.,1	)	Chapter 11
		)
	Debtors.	)	(Jointly Administered)
		)
		)
In re:		)	Case No. 16-11914 (JLG)
		)
CFG PERU INVESTMENTS PTE. LTD. (SINGAPORE),	)	Chapter 11
		)
		)
	Debtor.	)	(Jointly Administered)
		)

1 The debtors in these chapter 11 cases are China Fishery Group Limited (Cayman), Pacific Andes International Holdings Limited (Bermuda), N.S. Hong Investment (BVI) Limited, South Pacific Shipping Agency Limited (BVI), China Fisheries International Limited (Samoa), CFGL (Singapore) Private Limited, Chanery Investment Inc. (BVI), Champion Maritime Limited (BVI), Growing Management Limited (BVI), Target Shipping Limited (HK), Fortress Agents Limited (BVI), Ocean Expert International Limited (BVI), Protein Trading Limited (Samoa), CFG Peru Investments Pte. Ltd. (Singapore), Smart Group Limited (Cayman), Super Investment Limited (Cayman), Pacific Andes Resources Development Limited (Bermuda), Nouvelle Foods International Ltd., Golden Target Pacific Limited, Pacific Andes International Holdings (BVI) Limited, Zhonggang Fisheries Limited, Admired Agents Limited, Chiksano Management Limited, Clamford Holding Limited, Excel Concept Limited, Gain Star Management Limited, Grand Success Investment (Singapore) Private Limited, Hill Cosmos International Limited, Loyal Mark Holdings Limited, Metro Island International Limited, Mission Excel International Limited, Natprop Investments Limited, Pioneer Logistics Limited, Sea Capital International Limited, Shine Bright Management Limited, Superb Choice International Limited, and Toyama Holdings Limited (BVI).

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CREDITOR PLAN PROPONENTS' CHAPTER 11 PLAN FOR

CFG PERU INVESTMENTS PTE. LTD. (SINGAPORE)2

Dated: June 9, 2021

2 The debtor in these chapter 11 cases subject to this chapter 11 plan is CFG Peru Investments Pte. Ltd. The notice address of the plan proponents for purposes of these chapter 11 cases is: Creditor Plan Proponents, c/o Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, Attn.: Patrick J. Nash, Jr., P.C. and Heidi M. Hockberger and White & Case LLP, 111 South Wacker Drive, Suite 5100, Chicago, Illinois 60606, Attn: Gregory Pesce.

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