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CHINA FISHERY GROUP LIMITED(Incorporated in the Cayman Islands)Update on Chapter 11 Proceedings before the US Bankruptcy CourtThe board of directors (the “Board”) of China Fishery Group Limited (the “Company”) wishes toprovide an update on Chapter 11 proceedings currently before the United States Bankruptcy Courtin New York. Reference is made to the Board’s announcement of 19 March 2021 concerning aDisclosure Statement and Chapter 11 Plan (the ”Plan”) filed in the US Bankruptcy Court by twocreditors of China Fishery Group (the ”Group”), Burlington Loan Management DAC and MonarchAlternative Capital LP (the “Creditor Plan Proponents”).Updates on Chapter 11 Proceedings before the US Bankruptcy CourtIn line with the previous announcement, management has reviewed the Plan in detail. The reviewhas shown that there would be little value flowing to creditors or shareholders of the Company orits subsidiaries other than to the Club Loan and CFG bondholder creditors who are parties to theRestructuring Support Agreement (“RSA”) and holders of the Bank of America and StandardChartered claims. Accordingly, management engaged the Creditor Plan Proponents and theChapter 11 trustee in discussions, in an effort to secure funding that could be distributed to theremaining creditors, and potentially shareholders, outside of the Club Loan and bondholdercreditor 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 on10 June 2021. The Creditor Plan Proponents have attached the Agreement to a revised version ofthe Plan (the “Confirmed Plan”) which was confirmed at a hearing on 10 June 2021 in the USBankruptcy Court. A copy of the Confirmed Plan is attached to this announcement. In accordancewith the terms of the Confirmed Plan, the Chapter 11 trustee will be discharged as soon asreasonably practicable after 23 June 2021.The AgreementThe Agreement is intended to achieve the purpose of ensuring that there are some funds availablefor distribution to creditors and Company shareholders under a Chapter 11 restructuring plan tobe filed shortly.The Agreement is complex and the implementation of the Agreement is subject to termscontained therein and applicable laws and regulations. A brief summary of the key provisions ofthe Agreement is as follows :1
1. The entities within the Group which will be under the control of the Creditor PlanProponents will pay US 20 million to China Fisheries International Limited (“CFIL”) on theeffective date of their plan. The funds are to be used solely for plan distributions, foradministrative Claims and third-party Unsecured Claims to be outlined in a Chapter 11 planto 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 alloweddeductions which include any fees, expenses, costs, incurred or money paid out by entitiesunder the control of the Creditor Plan Proponents in resolving a fishing vessel dispute. Anyamount of the Holdback Amount which may be remaining after those deductions will bepaid to CFIL.3. In consideration for these payments, the Debtors, their directors, affiliates and the Ngfamily will, to the fullest extent permitted by any applicable law, use best efforts topromptly provide all the consents, approvals, and take any other actions that are requestedby the Creditor Plan Proponents or the Plan Administrator appointed under the ConfirmedPlan to consummate the restructuring under the Confirmed Plan, including voting in favourof the Confirmed Plan and UK proceedings and a Singapore scheme of arrangement, ifrequired, as contemplated under the Confirmed Plan.The Confirmed PlanThe Confirmed Plan is complex and the implementation of the Confirmed Plan is subject toterms contained therein and applicable laws and regulations. Hence, shareholders and creditorsare encouraged to refer to the Confirmed Plan for detailed information. A brief summary ofsome 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 theirclaims for equity in a new company (“Newco”). Following proceedings in Singapore and theUnited Kingdom, and subject to compliance with applicable laws and regulations (includingrequirements under the Listing Manual of the SGX-ST), all of the equity in CFG InvestmentS.A.C. will be transferred to Newco (the “Transaction”). The effect of this is that Newco willbecome 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 millionNew 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 annumand mature 10 years from the date of the drawdown of the New Money Facility (which isanticipated 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 RSAthat commit to backstop the New Money Facility on the terms and deadlines set forth in theRSA (collectively, the “Backstop Parties”). The Backstop Parties are entitled to a backstopcommitment fee equal to 5% of their respective backstop commitments on the New MoneyFacility, 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 (asdefined in the RSA) to be issued by NewCo or such other entity in a jurisdiction selected inaccordance with the RSA. The New Notes will accrue cash interest at the rate of LIBOR plus9% 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.2
6. Interests in the equity of NewCo and the New Notes shall be apportioned between ClubLoan and CFG bondholder claim holders in accordance with an agreement between thosetwo groups of creditors.Next StepsThe 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 ofthe Group, Pacific Andes Resources Development Limited and Pacific Andes International HoldingsLimited. The intention is to file the plan as soon as practicable.GeneralShareholders and creditors should note that the transactions contemplated in the Agreement andthe Confirmed Plan will be subject to further action yet to be completed. The Company will makethe necessary announcements when there are further updates on the matters contemplated bythis announcement. Persons who are in doubt as to the action they should take should consulttheir legal, financial, tax or other professional advisers.By Order of the BoardNg Puay Yee (Jessie)Executive Director and Chief Executive Officer22 June 20213
16-11895-jlgDoc 2564Filed 06/09/21 Entered 06/09/21 20:07:51Pg 1 of 63Main DocumentTHIS PLAN IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY THEBANKRUPTCY COURT. THE INFORMATION IN THE PLAN IS SUBJECT TO CHANGE. THIS PLANIS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANYSECURITIES.Patrick J. Nash, Jr., P.C. (admitted pro hac vice)Heidi M. Hockberger (admitted pro hac vice)KIRKLAND & ELLIS LLP300 North LaSalleChicago, Illinois 60654Telephone:(312) 862-2000Facsimile:(312) 862-2200- and Gregory Pesce (admitted pro hac vice)WHITE & CASE LLP111 South Wacker Drive, Suite 5100Chicago, Illinois 60606Telephone:(312) 881-5360Facsimile:(312) 881-5450Co-Counsel to the Creditor Plan ProponentsUNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORKIn re:CHINA FISHERY GROUP LIMITED (CAYMAN), et al.,Debtors.In re:CFG PERU INVESTMENTS PTE. LTD. (SINGAPORE),Debtor.11)))))))))))))))Case No. 16-11895 (JLG)Chapter 11(Jointly Administered)Case No. 16-11914 (JLG)Chapter 11(Jointly Administered)The debtors in these chapter 11 cases are China Fishery Group Limited (Cayman), Pacific Andes International HoldingsLimited (Bermuda), N.S. Hong Investment (BVI) Limited, South Pacific Shipping Agency Limited (BVI), China FisheriesInternational Limited (Samoa), CFGL (Singapore) Private Limited, Chanery Investment Inc. (BVI), Champion MaritimeLimited (BVI), Growing Management Limited (BVI), Target Shipping Limited (HK), Fortress Agents Limited (BVI), OceanExpert International Limited (BVI), Protein Trading Limited (Samoa), CFG Peru Investments Pte. Ltd. (Singapore), SmartGroup 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, ExcelConcept Limited, Gain Star Management Limited, Grand Success Investment (Singapore) Private Limited, Hill CosmosInternational 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 ManagementLimited, Superb Choice International Limited, and Toyama Holdings Limited (BVI).
16-11895-jlgDoc 2564Filed 06/09/21 Entered 06/09/21 20:07:51Pg 2 of 63Main DocumentCREDITOR PLAN PROPONENTS’ CHAPTER 11 PLAN FORCFG PERU INVESTMENTS PTE. LTD. (SINGAPORE) 2Dated: June 9, 20212The debtor in these chapter 11 cases subject to this chapter 11 plan is CFG Peru Investments Pte. Ltd. The notice address ofthe plan proponents for purposes of these chapter 11 cases is: Creditor Plan Proponents, c/o Kirkland & Ellis LLP, 300 NorthLaSalle, Chicago, Illinois 60654, Attn.: Patrick J. Nash, Jr., P.C. and Heidi M. Hockberger and White & Case LLP, 111 SouthWacker Drive, Suite 5100, Chicago, Illinois 60606, Attn: Gregory Pesce.ii
16-11895-jlgDoc 2564Filed 06/09/21 Entered 06/09/21 20:07:51Pg 3 of 63Main DocumentTABLE OF CONTENTSPageINTRODUCTION . 1ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME,GOVERNING LAW, AND OTHER REFERENCES . 1A.Defined Terms . 1B.Rules of Interpretation . 16C.Computation of Time. 17D.Governing Law. 17E.Reference to Monetary Figures . 17F.Controlling Document. 17ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS . 18A.Administrative Claims . 18B.Administrative Claims Reserve . 18C.Professional Fee Claims . 19D.Chapter 11 Trustee Fee Claims . 19E.Superpriority Loan Claims. 20F.Priority Tax Claims . 20G.Statutory Fees . 20ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS . 21A.Summary of Classification . 21B.Treatment of Classes of Claims and Interests . 21C.Special Provision Governing Unimpaired Claims . 24D.Elimination of Vacant Classes . 24E.Voting Classes; Presumed Acceptance by Non-Voting Classes . 24F.Subordinated Claims . 24G.Controversy Concerning Impairment. 24H.Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code . 25ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN . 25A.Plan Administrator. 25B.The UK Proceeding. 26C.The Singapore Scheme . 27D.Recognition of the Plan Administrator, the Plan, the UK Proceeding, and the SingaporeScheme . 28E.Intercompany Netting Matters . 28F.SCB Claims . 29G.Club Facility . 29H.Interim Distributions . 30I.SFR Distributions. 30J.Treatment of the Governing Law Under the Senior Notes Indenture. 30K.The Peruvian OpCo Injunction Order . 31L.Authorization to Take Corporate Governance Actions . 31M.Privileges and Immunities . 31N.Authority to Settle Claims and Causes of Action Prior to the Effective Date . 31O.Plan Administrator Exculpation, Indemnification, Insurance, and Liability Limitation. 31P.Restructuring Support Agreement Fees . 32Q.Tax Returns . 32R.Wind-Down . 32S.Dissolution of CFG Peru . 32T.Cancellation of Notes, Instruments, Certificates, and Other Documents . 33
16-11895-jlgU.V.W.X.Y.Z.AA.BB.Doc 2564Filed 06/09/21 Entered 06/09/21 20:07:51Pg 4 of 63Main DocumentCorporate Action . 33Effectuating Documents; Further Transactions . 33Exemptions from Certain Taxes and Fees. 34Payment of Restructuring Expenses Pursuant to Section 1129(b)(4) of the BankruptcyCode . 34Turnover of Estate and Other Property . 35Key Employee Incentive Plan. 35Post-Confirmation Director and Officer Insurance Coverage. 35Management Incentive Plan. 35ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES . 36A.Assumption and Rejection of Executory Contracts and Unexpired Leases . 36B.Claims Based on Rejection of Executory Contracts or Unexpired Leases . 36C.Cure of Defaults for Assumed Executory Contracts and Unexpired Leases . 37D.Modifications, Amendments, Supplements, Restatements, or Other Agreements. 37E.Reservation of Rights . 38F.Nonoccurrence of Effective Date. . 38G.Contracts and Leases Entered Into After the Petition Date . 38ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS . 38A.Timing and Calculation of Amounts to Be Distributed . 38B.Distribution Agent . 38C.Rights and Powers of Distribution Agent. 39D.Delivery of Distributions . 39E.Manner of Payment . 39F.Compliance with Tax Requirements. 39G.Allocations . 40H.No Postpetition or Default Interest on Claims . 40I.Setoffs and Recoupment . 40J.Claims Paid or Payable by Third Parties . 40ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS AND INTERESTS . 40A.Allowance of Claims and Interests . 40B.Claims and Interests Administration Responsibilities. 41C.Estimation of Claims and Interests . 41D.Adjustment to Claims Without Objection . 41E.Disallowance of Claims . 41F.Amendments to Claims; Additional Claims . 42G.No Distributions Pending Allowance . 42H.Distributions After Allowance . 42I.No Interest . 42ARTICLE VIII SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS . 42A.Compromise and Settlement of Claims, Interests, and Controversies . 42B.Mediated Intercreditor Settlement . 43C.Global Settlement . 43D.HSBC-HK Settlement . 43E.Term of Injunctions or Stays . 44F.Release of Liens . 44G.Debtor Release . 44H.Releases by Holders of Claims and Interests . 45I.Global Settlement Release. 46J.Exculpation . 48K.Injunction . 49L.Authorization to Reconcile the Claims Register. 49M.Reservation of Rights of HSBC-HK . 50iv
16-11895-jlgN.O.P.Doc 2564Filed 06/09/21 Entered 06/09/21 20:07:51Pg 5 of 63Main DocumentProtection Against Discriminatory Treatment . 50Reimbursement or Contribution . 50Reservation of Rights Regarding Certain Compensation Matters . 50ARTICLE IX CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE. 50A.Conditions Precedent to Confirmation of the Plan. . 50B.Conditions Precedent to the Effective Date. . 51C.Waiver of Conditions Precedent . 51D.Substantial Consummation . 52E.Effect of Non-Occurrence of Conditions to Consummation . 52ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN . 52A.Modification of Plan . 52B.Effect of Confirmation on Modifications . 52C.Revocation or Withdrawal of the Plan . 52ARTICLE XI RETENTION OF JURISDICTION . 53ARTICLE XII MISCELLANEOUS PROVISIONS . 54A.Immediate Binding Effect . 54B.Additional Documents . 55C.Restructuring Support Agreement . 55D.Reservation of Rights . 55E.Successors and Assigns . 55F.Service of Documents . 55G.Entire Agreement . 56H.Plan Supplement Exhibits . 56I.Nonseverability of Plan Provisions . 56J.Waiver or Estoppel. 57K.Closing of Chapter 11 Case . 57v
16-11895-jlgDoc 2564Filed 06/09/21 Entered 06/09/21 20:07:51Pg 6 of 63Main DocumentINTRODUCTIONCapitalized terms used and not otherwise defined in this chapter 11 plan for CFG Peru (as may be altered,amended, modified, or supplemented from time to time, the “Plan”) shall have the meanings ascribed to such terms inArticle I.AHolders of Claims and Interests should refer to the Disclosure Statement for a discussion of CFG Peru’shistory, business, assets, results of operations, and historical financial information, projections, and future operations,as well as a summary and description of the Plan and certain related matters. The Creditor Plan Proponents are theproponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN CFG PERU, TO THE EXTENTAPPLICABLE, ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIRENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.ARTICLE IDEFINED TERMS, RULES OF INTERPRETATION,COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCESA.Defined TermsAs used in the Plan, capitalized terms have the meanings set forth below.1.“Ad Hoc Group” means those entities identified in the Amended Verified Statement of the Ad HocGroup Pursuant to Bankruptcy Rule 2019 [Docket No. 2380], Filed by Kirkland & Ellis LLP on behalf of the Ad HocGroup on March 16, 2021 (as may be amended, modified, or supplemented from time to time prior to theEffective Date).2.“Administrative Claim” means a Claim for costs and expenses of administration of the Chapter 11Case pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actualand necessary costs and expenses incurred on or after the Petition Date until and before the Effective Date ofpreserving the Estate and operating CFG Peru’s business and (b) all fees and charges assessed against the Estatepursuant to section 1930 of chapter 123 of the Judicial Code. Professional Fee Claims, Chapter 11 Trustee Fee Claims,and Superpriority Loan Claims shall not constitute Administrative Claims and shall be treated in accordance withArticle II of the Plan.Plan.3.“Administrative Claims Reserve” shall have the meaning ascribed to such term in Article II.B of the4.“Administrative Claims Reserve Amount” shall have the meaning ascribed to such term inArticle II.B of the Plan.5.“Adversary Proceeding” means that certain adversary proceeding styled William A Brandt, Jr., asTrustee of CFG Peru Investments Pte. Ltd. (Singapore) v. The Hongkong and Shanghai Banking Corporation Limited,Adv. No. 18-01575 (JLG), commenced in the Bankruptcy Court on June 29, 2018.6.“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. With respect to anyPerson or Entity
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),
