China Fishery : 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.

The Board has today become aware of a press release issued by an "ad hoc group of creditors of China Fishery Group Limited" (the "Ad Hoc Group") advising that the Ad Hoc Group has entered into a Restructuring Support Agreement for a recapitalization and restructuring transaction in respect of the fishmeal business of CFG Investment S.A.C.. A copy of the press release is attached.

The Board would like to confirm that this is an initiative taken by the Ad Hoc Group and not in conjunction with the Board.

The Company will announce further updates on these proceedings as significant developments arise.

By Order of the Board

Ng Puay Yee (Jessie)

Executive Director and Chief Executive Officer

3 March 2021

US$300,000,000 9.75% SENIOR NOTES DUE 2019 (the "Senior Notes")

ISSUED BY CFG INVESTMENT S.A.C. ("CFGI")

Reg S CUSIP: P25239 AB3 | 144A CUSIP: 125260 AB5

TERM AND REVOLVING LOANS (the "Club Loans") BORROWED BY CFGI, CHINA FISHERIES INTERNATIONAL LIMITED AND

CORPORACION PESQUERA INCA S.A.C. ("Copeinca")

pursuant to a facility agreement dated 20 March 2014 (as amended from time to time)

THE AD HOC GROUP OF CREDITORS OF CHINA FISHERY GROUP ANNOUNCE SUPPORT FOR A PROPOSED BALANCE SHEET RESTRUCTURING

• • Binding Agreement Demonstrates Broad Commitment Across Creditor Classes

• • US$150 Million in Committed New Money Financing to Support Continued Operations and Growth of the Business

• • More than US$700 Million of Existing Debt Converted into New Equity, Significantly Reducing Outstanding Indebtedness and Facilitating a Path to Exit Chapter 11

2 March 2021 - The ad hoc group of holders of the Senior Notes and Club Loans (the "Ad Hoc Group") is pleased to announce that agreement has been reached between holders representing in excess of 56% of the Senior Notes and 71% of the Club Loans for a recapitalisation and restructuring transaction (the "Transaction") which will strengthen, safeguard and provide funding for the fishmeal business of CFGI and its subsidiaries (the "Peruvian OpCos").

The Transaction comprises:

• • a restructuring of the Peruvian OpCos' principal third party indebtedness - the Senior Notes and the Club Loans (the "Senior Debt") - involving a significant de-leveraging, extension of maturities and the transfer of ownership of the Peruvian OpCos to holders of the Senior Debt (the "Senior Creditors");

• • a recapitalisation of the business with US$150 million of committed new money fully backstopped by those Senior Creditors that commit to backstop the new money on the terms and by the deadlines set out in the RSA (as defined below) (the "Backstop Parties"); and

• • a settlement of the 'Intercreditor Dispute' concerning the Copeinca guarantee and its resulting impact on the allocation of value to holders of the Club Loans and Senior Notes which is set out in more detail in the Allocation Record Date, Cash Distributions and Allocation of New Notes and Equity sections below.

The Transaction is expected to significantly reduce outstanding indebtedness and annual interest costs, improve the capital structure and liquidity, and result in an enhanced financial foundation that paves the way for future strategic growth of the business.

RESTRUCTURING SUPPORT AGREEMENT

Members of the Ad Hoc Group have entered into a restructuring support agreement (the "RSA") to support implementation of the Transaction. The Transaction is conditioned on the satisfaction of certain conditions precedent. Pursuant to the RSA, the consenting holders of the Senior Debt have agreed the following key terms for the Transaction, among other things:

• • Debt Exchange - all outstanding Senior Debt claims will be exchanged for:

  • o US$300 million in new senior secured notes ("New Notes"); and

  • o 100% equity interest ("Equity") 1 in a newly established entity ("NewCo") controlled by the holders of the Senior Debt that will own the Peruvian OpCos (via a transfer of the shares of CFGI) following the Transaction.

• • New Money Facility - the Backstop Parties will be providing backstop commitments in respect of a US$150 million new money facility ("New Money Facility"), with the holders of the Senior Debt being offered the opportunity to participate in the New Money Facility pro rata to their holdings.

• • Cash Consent Fees - holders of the Senior Debt who become a party to the RSA as "Consenting Creditors" by:

  • o 11:59 p.m. (London time) on 16 March 2021 will be entitled to receive their pro rata share of approximately US$22 million in cash (equal to 2% of the estimated amount of Senior Debt as of 31 December 2020) on closing of the Transaction ("Earlybird Consent Fee"); and

  • o 11:59 p.m. (London time) on 30 March 2021 will be entitled to receive their pro rata share of approximately US$11 million in cash (equal to 1% of the estimated Senior Debt as of 31 December 2020) on closing of the Transaction ("Regular Consent Fee").

  For the avoidance of doubt, Consenting Creditors eligible for the Earlybird Consent Fee will benefit from both the Earlybird Consent Fee and the Regular Consent Fee.

• • Allocation Record Date - 31 December 2020 ("Allocation Record Date") will form the basis of amounts owed under the Senior Notes and the Club Loans for purposes of allocating consideration as between holders of the Senior Notes on the one hand and holders of the Club Loans on the other hand pursuant to the Transaction (i.e., the parties agree to treat interest as if it stopped accruing on the Allocation Record Date for allocation purposes between the two groups), with such amounts outstanding under:

1 Subject to dilution in connection with the adoption of any management incentive plan in favor of senior management of the Peruvian OpCos.

• o the Club Loans as of the Allocation Record Date (the "Club Loan Claims");

• o the Senior Notes as of the Allocation Record Date (the "Senior Note Claims"); and

• o the Senior Debt as of the Allocation Record Date (the "Senior Debt Claims").

• • Cash Distributions - subject to approval from the U.S. Bankruptcy Court, CFGI will take all necessary actions consistent with Peruvian and Singapore law to make a distribution of:

  • o not less than US$75 million from the excess cash of the Peruvian OpCos to the Club Loan agent and the Senior Notes trustee to be applied in accordance with the Senior Notes and Club Loan documents (the "Interim Distribution"); and

  • o the net proceeds from the sale by Sustainable Fishing Resources S.A.C. of the Damanzaihao, Enterprise and Pacific Champion vessel to the Senior Notes trustee to be applied in accordance with the Senior Notes indenture (the "SFR Distribution").

  The Interim Distribution will be allocated in the following proportions to the Senior Notes trustee and the Club Loan agent:

Senior Notes trustee	Club Loan agent
Senior Note Claims	ሺ12.5% x Senior Note Claimsሻ + Club Loan Claims
87.5% x Senior Debt Claims	Senior Debt Claims

• • Allocation of New Notes and Equity - the New Notes and Equity will be allocated in the following proportions to holders of the Senior Notes (collectively, on the one hand) and holders of the Club Loans (collectively, on the other hand):

  Holders of the Senior Notes	Holders of the Club Loans
  Senior Note Claims	ሺ12.5% x Senior Note Claimsሻ + Club Loan Claims
  87.5% x Senior Debt Claims	Senior Debt Claims

  provided that such accrued claim amounts shall be reduced by 100% of any Interim Distributions and 50% of any SFR Distributions received by holders of the Senior Notes and/or Club Loans prior to closing of the Transaction. Further allocation to individual holders of Senior Notes and Club Loans will be based on the claims of such holders as of a later record date that is closer in time to the closing of the Transaction and not the Allocation Record Date.

• • Undertakings - the Consenting Creditors undertake to take all actions necessary to support, facilitate, implement, consummate or otherwise give effect to the Transaction.

• • Transfer Restrictions - the Consenting Creditors may not transfer any of their debt which is subject to the RSA unless the transferee has agreed or agrees to be bound by the terms of the RSA; and

• • Termination Events - certain customary termination events apply (some of which are automatic and some of which are voluntary and exercisable by different parties), including (without limitation) failure to complete the Transaction by an initial longstop date of 31 October