jlg Doc 801 Filed 09/29/17 Entered 09/29/17 22:55:13 Main Document Pg 1 of 162

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1 Pg 1 of 162 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Matthew S. Barr Marcia Goldstein Gabriel A. Morgan Attorneys for Certain Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: : : CHINA FISHERY GROUP LIMITED : (CAYMAN), et al., : : Debtors. 1 : x Chapter 11 Case No (JLG) (Jointly Administered) NOTICE OF FILING CHAPTER 11 PLAN AND DISCLOSURE STATEMENT OF PACIFIC ANDES INTERNATIONAL HOLDINGS LIMITED (BERMUDA) AND CERTAIN OF ITS AFFILIATED DEBTORS PLEASE TAKE NOTICE that annexed hereto as Exhibit 1 is the Disclosure Statement for Joint Chapter 11 Plan of Reorganization of Pacific Andes International Holdings Limited (Bermuda) and Certain of Its Affiliated Debtors (the PAIH Disclosure Statement ) filed on September 29, 2017 in accordance with paragraph D.3 of the Exclusivity Protocol 1 The Debtors in these chapter 11 cases are as follows: 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. Limited (Singapore), Smart Group Limited (Cayman), Super Investment Limited (Cayman), Pacific Andes Resources Development Limited (Bermuda), Nouvelle Foods International Ltd. (BVI), Golden Target Pacific Limited (BVI), Pacific Andes International Holdings (BVI) Limited, Zhonggang Fisheries Limited (BVI), Admired Agents Limited (BVI), Chiksano Management Limited (BVI), Clamford Holding Limited (BVI), Excel Concept Limited (BVI), Gain Star Management Limited (BVI), Grand Success Investment (Singapore) Private Limited, Hill Cosmos International Limited (BVI), Loyal Mark Holdings Limited (BVI), Metro Island International Limited (BVI), Mission Excel International Limited (BVI), Natprop Investments Limited, Pioneer Logistics Limited (BVI), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Superb Choice International Limited (BVI), and Toyama Holdings Limited (BVI). WEIL:\ \2\

2 Pg 2 of 162 annexed to the Third Order Extending Exclusive Periods During Which Only Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof [ECF No. 583] (the Exclusivity Protocol ) by the following Debtors (collectively, the PAIH Plan Debtors ): 1. Clamford Holding Limited (BVI) 2. Pacific Andes International Holdings Limited (Bermuda) 3. Pacific Andes International Holdings (BVI) Limited 4. Nouvelle Foods International Ltd. (BVI) 5. N.S. Hong Investment (BVI) Limited PLEASE TAKE FURTHER NOTICE that annexed hereto as Exhibit 2 is the Joint Chapter 11 Plan of Reorganization of Pacific Andes International Holdings Limited (Bermuda) and Certain of Its Affiliated Debtors (the PAIH Plan ) filed on September 29, 2017 in accordance with paragraph D.3 of the Exclusivity Protocol. PLEASE TAKE FURTHER NOTICE that the schedule and applicable objection deadlines with respect to a hearing on the PAIH Disclosure Statement and solicitation procedures for the PAIH Plan will be established at a later date upon further notice. Dated: September 29, 2017 New York, New York /s/ Matthew S. Barr WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Matthew S. Barr Marcia Goldstein Gabriel A. Morgan Attorneys for Certain Debtors and Debtors in Possession 2 WEIL:\ \2\

3 Pg 3 of 162 Exhibit 1 PAIH Disclosure Statement

4 Pg 4 of 162 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re CHINA FISHERY GROUP LIMITED (CAYMAN), et al., x : : : : : : x Chapter 11 Case No (JLG) (Jointly Administered) Debtors DISCLOSURE STATEMENT FOR JOINT CHAPTER 11 PLAN OF REORGANIZATION PACIFIC ANDES INTERNATIONAL HOLDINGS LIMITED (BERMUDA) AND CERTAIN OF ITS AFFILIATED DEBTORS THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF ANY CHAPTER 11 PLAN DESCRIBED HEREIN. ACCEPTANCES AND REJECTIONS OF A CHAPTER 11 PLAN MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BY THE BANKRUPTCY COURT, BUT SUCH APPROVAL HAS NOT BEEN GRANTED TO DATE. THE PAIH PLAN DEBTORS RESERVE THE RIGHT TO AMEND, SUPPLEMENT, OR OTHERWISE MODIFY THIS PROPOSED DISCLOSURE STATEMENT PRIOR AND UP TO THE DISCLOSURE STATEMENT HEARING. WEIL, GOTSHAL & MANGES LLP Matthew S. Barr Marcia Goldstein Gabriel A. Morgan 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Attorneys for Certain Debtors and Debtors in Possession Dated: September 29, 2017 New York, New York 1 The Debtors in these chapter 11 cases are as follows: 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. Limited (Singapore), Smart Group Limited (Cayman), Super Investment Limited (Cayman), Pacific Andes Resources Development Limited (Bermuda), Nouvelle Foods International Ltd. (BVI), Golden Target Pacific Limited (BVI), Pacific Andes International Holdings (BVI) Limited, Zhonggang Fisheries Limited (BVI), Admired Agents Limited (BVI), Chiksano Management Limited (BVI), Clamford Holding Limited (BVI), Excel Concept Limited (BVI), Gain Star Management Limited (BVI), Grand Success Investment (Singapore) Private Limited, Hill Cosmos International Limited (BVI), Loyal Mark Holdings Limited (BVI), Metro Island International Limited (BVI), Mission Excel International Limited (BVI), Natprop Investments Limited, Pioneer Logistics Limited (BVI), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Superb Choice International Limited (BVI), and Toyama Holdings Limited (BVI).

5 Pg 5 of 162 DISCLOSURE STATEMENT, DATED SEPTEMBER 29, 2017 Solicitation of Votes on the Plan of Reorganization of CLAMFORD HOLDING LIMITED (BVI), NOUVELLE FOODS INTERNATIONAL LTD. (BVI), N.S. HONG INVESTMENT (BVI) LIMITED, AND PACIFIC ANDES INTERNATIONAL HOLDINGS LIMITED (BERMUDA), AND PACIFIC ANDES INTERNATIONAL HOLDINGS (BVI) LIMITED from the holders of outstanding AGRICULTURAL BANK OF CHINA FACILITY CLAIMS, INDUSTRIAL AND COMMERCIAL BANK OF CHINA FACILITY CLAIMS, CHINA MINSHENG WORKING CAPITAL LOAN CLAIMS, BANK OF COMMUNICATIONS FACILITY CLAIMS, CITIC ($7.7) WORKING CAPITAL FACILITY CLAIMS, CITIC ($22.2) WORKING CAPITAL FACILITY CLAIMS, MAYBANK PATM TERM LOAN CLAIMS AND MAYBANK PATM TERM LOAN GUARANTEE CLAIMS, RABOBANK NFS FACILITY CLAIMS, STANDARD CHARTERED BANKING TRADE FACILITY CLAIMS, CITIC BANKING FACILITY PAIH CLAIMS, MAYBANK BANKING FACILITY CLAIMS, PICKENPACK LETTERS OF COMFORT CLAIMS, EUROPACO RABOBANK TRADE FACILITY CLAIMS, KBC FACILITY CLAIMS, UOB BANKING FACILITY (EUROPACO) CLAIMS, FUBON FACTORING FACILITY CLAIMS, GENERAL UNSECURED CLAIMS, AND TEH HONG ENG LOAN CLAIMS THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS (EASTERN TIME) ON (THE VOTING DEADLINE ), UNLESS EXTENDED BY THE PAIH PLAN DEBTORS (AS DEFINED HEREIN). THE RECORD DATE FOR DETERMINING WHICH HOLDERS OF CLAIMS MAY VOTE ON THE PLAN IS (THE VOTING RECORD DATE ). ii

6 Pg 6 of 162 TABLE OF CONTENTS Page I. INTRODUCTION... 2 A. BRIEF OVERVIEW OF PLAN... 5 B. SUMMARY OF DISTRIBUTIONS AND VOTING ELIGIBILITY... 5 C. CONFIRMATION HEARING II. OVERVIEW OF DEBTORS OPERATIONS A. DEBTORS BUSINESS B. CAPITAL STRUCTURE PAIH Plan Debtors Prepetition Indebtedness Equity Ownership III. KEY EVENTS LEADING TO COMMENCEMENT OF CHAPTER 11 CASES A. EL NIÑO WEATHER EVENT B. POLITICAL TENSION IN RUSSIA C. MARKET CONDITIONS Seafood Processing in China Deteriorating Prices of Alaskan Pollock D. REGULATORY INVESTIGATIONS E. APPOINTMENT OF JOINT PROVISIONAL LIQUIDATORS F. DEEDS OF UNDERTAKING G. FTI ALLEGATIONS H. INDEPENDENT REVIEW COMMITTEES I. RSM REPORT IV. CHAPTER 11 CASES A. DEBTORS PROFESSIONALS B. FIRST AND SECOND DAY PLEADINGS C. ADDITIONAL DEBTORS D. APPOINTMENT OF CHAPTER 11 TRUSTEE E. SCHEDULES AND BAR DATES Schedules and Statements Bar Dates F. EXCLUSIVITY... 28

7 Pg 7 of 162 G. FOREIGN PROCEEDINGS British Virgin Islands Singapore Bermuda Peru Hong Kong Cayman Islands Germany V. PLAN A. INTRODUCTION B. CLASSIFICATION AND TREATMENTS OF CLAIMS AND INTERESTS UNDER THE PLAN C. UNCLASSIFIED CLAIMS Administrative Expense Claims Fee Claims Priority Tax Claims D. CLASSIFICATION OF CLAIMS AND INTERESTS E. TREATMENT OF CLAIMS AND INTERESTS Class 1 Other Priority Claims Class 2 Other Secured Claims Class 3 Agricultural Bank of China Facility Claims Class 4 Industrial and Commercial Bank of China Facility Claims Class 5 China Minsheng Working Capital Loan Claims Class 6 Bank of Communications Facility Claims Class 7 CITIC ($7.7) Working Capital Facility Claims Class 8 CITIC ($22.2) Working Capital Facility Claims Class 9 Mortgage Facility Claims Class 10 Maybank PATM Term Loan Claims and Maybank PATM Term Loan Guarantee Claims Class 11 Rabobank NFS Facility Claims Class 12 Standard Chartered Banking Trade Facility Claims Class 13 CITIC Banking Facility PAIH Claims Class 14 Maybank Banking Facility Claims Class 15 Pickenpack Letters of Comfort Claims Class 16 Europaco Rabobank Trade Facility Claims

8 Pg 8 of Class 17 KBC Facility Claims Class 18 UOB Banking Facility (Europaco) Claims Class 19 Fubon Factoring Facility Claims Class 20 General Unsecured Claims Class 21 Teh Hong Eng Loan Claims Class 22 Intercompany Claims Class 23 Intercompany Interests Class 24 Existing PAIH Interests F. MEANS FOR IMPLEMENTATION Continued Corporate Existence Compromise and Settlement of Claims, Interests, and Controversies Amended and Restated Plant Facilities Authorization, Issuance, and Delivery of Reorganized PAIH Interests Cancellation of Existing PARD Interests Cancellation of Certain Existing Agreements Release of Liens Officers and Boards of Directors Deemed Execution Corporate Action Withholding and Reporting Requirements Exemption From Certain Transfer Taxes Effectuating Documents; Further Transactions Seperability G. DISTRIBUTIONS Distributions Generally Postpetition Interest Distribution Record Date Date of Distributions Disbursing Agent Powers of Disbursing Agent Delivery of Distributions Unclaimed Property Satisfaction of Claims Manner of Payment Under Plan Fractional Shares and Minimum Cash Distributions

9 Pg 9 of No Distribution in Excess of Amount of Allowed Claim Setoffs and Recoupments Distributions After Effective Date Allocation of Distributions Between Principal and Interest Exemption from Securities Laws H. Procedures for Disputed Claims Allowance of Claims Objections to Claims Estimation of Claims No Distributions Pending Allowance Payment of Disputed Claims Withholding of Reorganized PAIH Interests on Account of Disputed Claims Resolution of Disputed Claims Objection to Fee Claims Claims Resolution Procedures Cumulative Disallowed Claims I. EXECUTORY CONTRACTS AND UNEXPIRED LEASES Assumption and Assignment of Executory Contracts and Unexpired Leases Cure of Defaults for Assumed Executory Contracts and Unexpired Leases Claims Based on Rejection of Executory Contracts and Unexpired Leases Modifications, Amendments, Supplements, Restatements, or Other Agreements Insurance Policies Survival of Debtors Indemnification Obligations Compensation and Benefit Plans Reservation of Rights J. CONDITIONS PRECEDENT TO EFFECTIVE DATE Conditions Precedent to Effective Date Waiver of Conditions Precedent Effect of Failure of Conditions to Effective Date K. EFFECT OF CONFIRMATION Vesting of Assets

10 Pg 10 of Subordinated Claims Binding Effect Discharge of Claims and Termination of Interests Term of Injunctions or Stays Retention of Causes of Action and Reservation of Rights Releases by PAIH Plan Debtors Releases by Holders of Claims and Interests Exculpation Injunction Solicitation of Plan Ipso Facto and Similar Provisions Ineffective Plan Supplement L. RETENTION OF JURISDICTION M. MISCELLANEOUS PROVISIONS Payment of Statutory Fees Substantial Consummation Amendments Revocation or Withdrawal of Plan Severability of Plan Provisions upon Confirmation Governing Law Time Additional Documents Immediate Binding Effect Successor and Assigns Entire Agreement Notices VI. CERTAIN RISK FACTORS AFFECTING PAIH PLAN DEBTORS Certain Bankruptcy Law Considerations Additional Factors Affecting the Value of the Reorganized the PAIH Plan Debtors Risks Related Investment in the Reorganized PAIH Interests Risks Associated with the PAIH Plan Debtors Business and Industry Additional Factors

11 Pg 11 of 162 VII. FINANCIAL PROJECTIONS A. KEY ASSUMPTIONS TO FINANCIAL PROJECTIONS B. METHODOLOGY C. FINANCIAL PROJECTION ASSUMPTIONS D. SUMMARY FINANCIAL PROJECTIONS VIII. VALUATION ANALYSIS IX. TRANSFER RESTRICTIONS AND CONSEQUENCES UNDER U.S. SECURITIES LAWS X. APPLICABLE FOREIGN LAW A. FOREIGN IMPLEMENTATION Bermuda Hong Kong B. TAX CONSEQUENCES No Tax Advice Withholding on Distributions and Information Reporting XI. VOTING PROCEDURES XII. CONFIRMATION OF PLAN A. CONFIRMATION HEARING B. OBJECTIONS C. REQUIREMENTS FOR CONFIRMATION OF PLAN Requirements of Section 1129(a) of Bankruptcy Code Requirements of Section 1129(b) of Bankruptcy Code XIII. ALTERNATIVES TO CONFIRMATION OF THE PLAN A. Alternative Plan of Reorganization B. Sale Under Section 363 of the Bankruptcy Code C. Liquidation Under Chapter 7 or Applicable Non-Bankruptcy Law XIV. CONCLUSION AND RECOMMENDATION EXHIBIT A Plan EXHIBIT B Liquidation Analysis 6

12 Pg 12 of 162 DISCLAIMER THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT (THIS DISCLOSURE STATEMENT ) IS INCLUDED FOR THE PURPOSES OF SOLICITING ACCEPTANCES OF THE JOINT CHAPTER 11 PLAN OF REORGANIZATION OF PACIFIC ANDES INTERNATIONAL HOLDINGS LIMITED (BERMUDA) AND CERTAIN OF ITS AFFILIATED DEBTORS, DATED SEPTEMBER 29, 2017 (AS MAY BE AMENDED, MODIFIED, OR SUPPLEMENTED FROM TIME TO TIME, THE PLAN ), AND MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. 2 A COPY OF THE PLAN IS ATTACHED HERETO AS EXHIBIT A. NO SOLICITATION OF VOTES TO ACCEPT OR REJECT THE PLAN MAY BE MADE EXCEPT PURSUANT TO SECTION 1125 OF CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE (THE BANKRUPTCY CODE ). ALL HOLDERS OF CLAIMS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. IN PARTICULAR, ALL HOLDERS OF CLAIMS SHOULD CAREFULLY READ AND CONSIDER THE RISK FACTORS SET FORTH IN SECTION VI CERTAIN RISK FACTORS AFFECTING THE PAIH PLAN DEBTORS OF THIS DISCLOSURE STATEMENT BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. THE PLAN SUMMARY AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN ITSELF AND THE EXHIBITS ATTACHED TO BOTH THE PLAN AND THIS DISCLOSURE STATEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN ANY DESCRIPTIONS SET FORTH IN THIS DISCLOSURE STATEMENT AND THE TERMS OF THE PLAN, THE TERMS OF THE PLAN GOVERN. THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 3016(b) AND NOT NECESSARILY IN ACCORDANCE WITH NON-BANKRUPTCY LAW. CERTAIN STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING WITH RESPECT TO PROJECTED CREDITOR RECOVERIES AND OTHER FORWARD-LOOKING STATEMENTS, ARE BASED ON ESTIMATES AND ASSUMPTIONS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. FORWARD-LOOKING STATEMENTS ARE PROVIDED IN THIS DISCLOSURE STATEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHED UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, OR SIMILAR LAWS, AND SHOULD BE EVALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES, AND RISKS DESCRIBE HEREIN. AS TO CONTESTED MATTERS AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT WILL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. THIS DISCLOSURE STATEMENT ALSO WILL NOT BE CONSTRUED TO BE ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST, OR INTERESTS IN, THE PAIH PLAN DEBTORS IN THE CHAPTER 11 CASES. 2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

13 Pg 13 of 162 IN PREPARING THIS DISCLOSURE STATEMENT, THE PAIH PLAN DEBTORS AND THE PAIH PLAN DEBTORS PROFESSIONALS RELIED ON LOCAL COUNSEL TO ANALYZE AND PREPARE THE STATEMENTS MADE HEREIN REGARDING THE TAX, SECURITIES, CORPORATE GOVERNANCE, AND OTHER LEGAL EFFECTS OF THE PLAN ON (I) THE PAIH GROUP AND (II) HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE PAIH PLAN DEBTORS OR THEIR NON-DEBTOR AFFILIATES. ALTHOUGH THE PAIH PLAN DEBTORS PROFESSIONALS PERFORMED CERTAIN LIMITED DUE DILIGENCE IN CONNECTION WITH THE PREPARATION OF THIS DISCLOSURE STATEMENT, THE PAIH PLAN DEBTORS PROFESSIONALS HAVE NOT INDEPENDENTLY VERIFIED THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AND MAKE NO REPRESENTATIONS WITH RESPECT TO THE ACCURACY OF STATEMENTS OF FACT ASSERTED HEREIN. THE PAIH PLAN DEBTORS PROFESSIONALS AND THE PAIH PLAN DEBTORS URGE EACH HOLDER OF A CLAIM OR INTEREST TO CONSULT WITH ITS OWN ADVISORS WITH RESPECT TO ANY TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE PLAN ON SUCH HOLDER S CLAIM OR INTEREST. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE DATE HEREOF UNLESS ANOTHER TIME IS SPECIFIED HEREIN, AND THE DELIVERY OF THIS DISCLOSURE STATEMENT WILL NOT CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION STATED SINCE THE DATE HEREOF. I. INTRODUCTION This Disclosure Statement is submitted in connection with the solicitation of votes on the Joint Chapter 11 Plan of Reorganization of Pacific Andes International Holdings Limited (Bermuda) and Certain of its Affiliated Debtors, dated September 29, The Plan is attached hereto as Exhibit A. The PAIH Plan Debtors include Pacific Andes International Holdings Limited (Bermuda) ( PAIH ), Pacific Andes International Holdings (BVI) Limited ( PAIH BVI ), Nouvelle Foods International Ltd. (BVI) ( Nouvelle ), N.S. Hong Investment (BVI) Limited ( N.S. Hong ), and Clamford Holding Limited (BVI) ( Clamford ). On June 30, 2016 (the Commencement Date ), China Fishery Group Limited (Cayman) ( CFGL ), PAIH, N.S. Hong, South Pacific Shipping Agency Limited (BVI) ( South Pacific ), China Fisheries International Limited (Samoa) ( CFIL ), CFGL (Singapore) Private Limited ( CFGL Singapore ), Chanery Investment Inc. (BVI) ( Chanery ), Champion Maritime Limited (BVI) ( Champion ), Growing Management Limited (BVI) ( Growing Management ), Target Shipping Limited (HK) ( Target Shipping ), Fortress Agents Limited (BVI) ( Fortress Agents ), Ocean Expert International Limited (BVI) ( Ocean Expert ), Protein Trading Limited (Samoa) ( Protein Trading ), CFG Peru Investments Pte. Limited (Singapore) ( CFG Peru Singapore ), Smart Group Limited (Cayman) ( Smart Group ), Super Investment Limited (Cayman) ( Super Investment ) (collectively, the June 2016 Debtors ) each commenced voluntary cases under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). On September 29, 2016, Pacific Andes Resources Development Limited (Bermuda) ( PARD ) commenced a voluntary case under chapter 11 of the Bankruptcy Code. 2

14 Pg 14 of 162 On March 27, 2017, Golden Target Pacific Limited (BVI) ( Golden Target ) and Nouvelle each commenced voluntary cases under chapter 11 of the Bankruptcy Code (collectively, the March 2017 Debtors ). On April 17, 2017, PAIH BVI and Zhonggang Fisheries Limited (BVI) ( Zhonggang ) each commenced voluntary cases under chapter 11 of the Bankruptcy Code (collectively, the April 2017 Debtors and, together with the March 2017 Debtors and the May 2017 Debtors (as defined below), the New Debtors ). On May 2, 2017, Admired Agents Limited (BVI) ( Admired Agents ), Chiksano Management Limited (BVI) ( Chiksano ), Clamford, Excel Concept Limited (BVI) ( Excel Concept ), Gain Star Management Limited (BVI) ( Gain Star ), Grand Success Investment (Singapore) Private Limited ( Grand Success ), Hill Cosmos International Limited (BVI) ( Hill Cosmos ), Loyal Mark Holdings Limited (BVI) ( Loyal Mark ), Metro Island International Limited (BVI) ( Metro Island ), Mission Excel International Limited (BVI) ( Mission Excel ), Natprop Investments Limited ( Natprop ), Pioneer Logistics Limited (BVI) ( Pioneer ), Sea Capital International Limited (BVI) ( Sea Capital ), Shine Bright Management Limited (BVI) ( Shine Bright ), Superb Choice International Limited (BVI) ( Superb Choice ), and Toyama Holdings Limited (BVI) ( Toyama ) each commenced voluntary cases under chapter 11 of the Bankruptcy Code (collectively, the May 2017 Debtors and, together with the June 2016 Debtors, PARD, the March 2017 Debtors, and the April 2017 Debtors, the Debtors ). The Debtors chapter 11 cases (the Chapter 11 Cases ) have been consolidated for procedural purposes only and are being administered under the caption China Fishery Group Limited (Cayman), Case No (JLG). On October 28, 2016, the Bankruptcy Court appointed a chapter 11 trustee for CFG Peru Singapore (the Chapter 11 Trustee ). On November 10, 2016, the Bankruptcy Court entered an order approving the selection of Mr. William A. Brandt, Jr. as the Chapter 11 Trustee for CFG Peru Singapore [ECF No. 219]. The purpose of this Disclosure Statement is to provide holders of Claims entitled to vote to accept or reject the Plan with adequate information about (i) the Debtors business and certain historical events, (ii) the Chapter 11 Cases, (iii) the Plan, (iv) the rights of holders of Claims and Interests under the Plan, and (v) other information necessary to enable each holder of a Claim entitled to vote on the Plan to make an informed judgment as to whether to vote to accept or reject the Plan. To the extent any inconsistencies exist between this Disclosure Statement and the Plan, the Plan will govern. Pursuant to section 1125 of the Bankruptcy Code, the PAIH Plan Debtors submit this Disclosure Statement to all holders of Claims against the PAIH Plan Debtors entitled to vote on the Plan to provide information in connection with the solicitation of votes to accept or reject the Plan. This Disclosure Statement is also available to all holders of Claims against and Interests in the PAIH Plan Debtors for informational purposes, including the impact the Plan will have on such holders Claims and Interests. This Disclosure Statement is organized as follows: Section I provides an introduction and general information about the Plan and Confirmation of the Plan. Section II provides an overview of the Debtors business. Section III sets forth key events leading to the Chapter 11 Cases. 3

15 Pg 15 of 162 Section IV discusses the Chapter 11 Cases. Section V contains a summary of the Plan. Section VI describes certain risk factors affecting the PAIH Plan Debtors and their non- Debtor affiliates. Section VII provides financial projections for the PAIH Plan Debtors. Section VIII provides a valuation of the PAIH Plan Debtors. Section IX discusses transfer restrictions and consequences under U.S. securities laws. Section X discusses certain implications of the Plan under applicable foreign law. Section XI explains the procedures for voting on the Plan. Section XII addresses confirmation of the Plan. Section XIII discusses alternatives to confirmation of the Plan. Section XIV concludes this Disclosure Statement and recommends that eligible creditors vote to accept the Plan. Following consultation with key creditors, a separate plan of reorganization and disclosure statement are being prepared for the CFGL/PARD Plan Debtors. 3 The restructuring of the CFGL Group (as defined herein) and the PARD Group (as defined herein) will be effectuated separately from the PAIH Group. For the avoidance of doubt, the Plan and this Disclosure Statement do not relate to the CFGL Group or PARD Group. 3 The CFGL/PARD Plan Debtors include the following entities: China Fishery Group Limited (Cayman), Smart Group Limited (Cayman), Grand Success Investment (Singapore) Private Limited (Singapore), South Pacific Shipping Agency Ltd. (BVI), China Fisheries International Limited (Samoa), Target Shipping Limited (HK), Ocean Expert International Limited (BVI), Toyama Holdings Limited (BVI), Hill Cosmos International Limited (BVI), Chiksano Management Limited (BVI), Gain Star Management Limited (BVI), Chanery Investment Inc. (BVI), Admired Agents Limited (BVI), Excel Concept Limited (BVI), Metro Island International Limited (BVI), Loyal Mark Holdings Limited (BVI), Mission Excel International Limited (BVI), Superb Choice International Limited (BVI), Growing Management Limited (BVI), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Champion Maritime Ltd. (BVI), Pioneer Logistics Ltd. (BVI), CFG Peru Investments Pte. Ltd. (Singapore), CFGL (Singapore) Private Limited (Singapore), Fortress Agents Ltd. (BVI), and Protein Trading Ltd. (Samoa), Pacific Andes Resources Development Limited (Bermuda), Golden Target Pacific Limited (BVI), Zhonggang Fisheries Limited (BVI), Super Investment Limited (Cayman), and Natprop Investments Limited (Cook Islands) (collectively, the CFGL/PARD Plan Debtors ). 4

16 Pg 16 of 162 A. BRIEF OVERVIEW OF PLAN 4 The Plan represents a comprehensive financial and operational restructuring of the PAIH Plan Debtors (the Restructuring ) around the existing assets under PAIH, including, without limitation, (i) certain property, plant, and equipment assets located in the People s Republic of China (the PRC ) and (ii) certain non-core assets, including real property located in Hong Kong, the PRC, Singapore, Russia, and Japan. The Plan provides for the separation of the PAIH Group from the PARD Group and the CFGL Group through the cancellation of Clamford Holding Limited (BVI) s Interests in PARD after (i) the effective date of a plan of reorganization or liquidation for PARD that does not provide for any distribution on account of Interests in PARD or (ii) receipt of any final distribution of residual value from the PARD Group and CFGL Group on account of Interests in PARD (whether under a chapter 11 plan or otherwise). The Restructuring will leave the PAIH Group s business intact, operating as a standalone enterprise separate from the rest of the Pacific Andes Group, and substantially delevered, as the PAIH Group s net debt will be reduced by over $800 million of the PAIH Group s net debt. The Plan is premised upon a restructuring of all funded debt facilities at the PAIH Plan Debtors and provides holders of Claims and Interests with recoveries in accordance with such holders respective rights against all of the available assets in the PAIH Group, including Debtors and non- Debtors. The priorities and Plan provide for the facilities that are secured by real or personal property to remain in place upon emergence, subject to the extension of the maturity dates of the Plant Related Facilities, and for the holders of all other Allowed Claims to receive Interests in Reorganized PAIH in exchange for such Allowed Claims. Specifically, the Plan provides the following treatment to holders of Allowed Claims and Interests: (i) Holders of Allowed Plant Related Facility Claims shall receive their Pro Rata share of the applicable amended and restated facility, which facilities shall have their respective maturity dates extended by two years; (ii) Holders of Allowed Mortgage Facility Claims shall either receive (x) payment in Cash from the proceeds of the sale of their collateral or (y) have their Claims Reinstated; (iii) Holders of Allowed Maybank PATM Term Loan Claims shall receive their Pro Rata share of 33.31% of the Reorganized PAIH Interests (in addition to recoveries under the Allowed Maybank PATM Term Loan Guarantee Claims); (iv) holders of Allowed Unsecured Facility Claims, and Allowed Maybank PATM Term Loan Guarantee Claims shall receive their Pro Rata share of 53.48% of the Reorganized PAIH Interests; (v) holders of Allowed Teh Hong Eng Loan Claims shall receive their Pro Rata share of 12.21% of the Reorganized PAIH Interests; (vi) Holders of Allowed General Unsecured Claims shall receive payment their Pro Rata share of $600,000 and (vi) Holders of Existing PAIH Interests (other than N.S. Hong) may retain their Interests, which will be diluted to 1.00% of the Reorganized PAIH Interests, in exchange for the holders of the necessary majority of such Interests taking the steps necessary under applicable law to give effect to the terms of the Restructuring as set forth in the Plan. Section V of this Disclosure Statement provides a more detailed description of the Plan. B. SUMMARY OF DISTRIBUTIONS AND VOTING ELIGIBILITY As set forth in more detail in Section V.B. of this Disclosure Statement, only holders of Claims in impaired Classes are entitled to vote on the Plan. Under section 1124 of the Bankruptcy Code, a class of Claims or Interests is deemed to be impaired under the Plan unless (i) the Plan leaves 4 This summary is qualified in its entirety by reference to the Plan. Statements as to the rationale underlying the treatment of Claims and Interests under the Plan are not intended to, and will not, waive, compromise or limit any rights, claims, defenses, or causes of action in the event that any objections to classification or treatment are filed or the Plan is not confirmed. You should read the Plan in its entirety before voting to accept or reject it. 5

17 Pg 17 of 162 unaltered the legal, equitable, and contractual rights to which such claim or interest entitles the holder thereof or (ii) notwithstanding any legal right to an accelerated payment of such claim or interest, the Plan, among other things, cures all existing defaults (other than defaults resulting from the occurrence of events of bankruptcy) and reinstates the maturity of such claim or interest as it existed before the default. There are eighteen (18) classes of Claims whose acceptances of the Plan are being solicited: 1. Holders of Agricultural Bank of China Facility Claims (Class 3) 2. Holders of Industrial and Commercial Bank of China Facility Claims (Class 4) 3. Holders of China Minsheng Working Capital Loan Claims (Class 5) 4. Holders of Bank of Communications Facility Claims (Class 6) 5. Holders of CITIC ($7.7) Working Capital Facility Claims (Class 7) 6. Holders of CITIC ($22.2) Working Capital Facility Claims (Class 8) 7. Holders of Maybank PATM Term Loan Claims and Maybank PATM Term Loan Guarantee Claims (Class 10) 8. Holders of Rabobank NFS Facility Claims (Class 11) 9. Holders of Standard Chartered Banking Trade Facility Claims (Class 12) 10. Holders of CITIC Banking Facility PAIH Claims (Class 13) 11. Holders of Maybank Banking Facility Claims (Class 14) 12. Holders of Pickenpack Letters of Comfort Claims (Class 15) 13. Holders of Europaco Rabobank Trade Facility Claims (Class 16) 14. Holders of KBC Facility Claims (Class 17) 15. Holders of UOB Banking Facility (Europaco) Claims (Class 18) 16. Holders of Fubon Factoring Facility Claims (Class 19) 17. Holders of General Unsecured Claims (Class 20) 18. Holders of Teh Hong Eng Loan Claims (Class 21) The following table summarizes (i) the treatment of Claims and Interests under the Plan, (ii) which Classes are impaired by the Plan, (iii) which Classes are entitled to vote on the Plan, and (iv) the estimated recovery for holders of Claims and Interests, assuming an Effective Date of January 1, 2018, based on a going concern valuation. The table is qualified in its entirety by reference to the full text of the Plan. For a more detailed summary of the provisions of the Plan, see Section V below. A detailed discussion of the analysis underlying the estimated recoveries, including the assumptions underlying such analysis, is set forth in Section VIII Valuation Analysis. 6

18 Pg 18 of 162 Class Claim or Equity Interest 1 Other Priority Claims 2 Other Secured Claims 3 Agricultural Bank of China Facility Claims Treatment Except to the extent that a holder of an Allowed Other Priority Claim against any of the PAIH Plan Debtors agrees to less favorable treatment, each holder of an Allowed Other Priority Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, Cash in an amount equal to such Claim, payable on the later of the Effective Date and the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, or as soon as reasonably practical thereafter, or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code; provided, however, that Other Priority Claims that arise in the ordinary course of the PAIH Plan Debtors business and which are not due and payable on or before the Effective Date shall be paid in the ordinary course of business in accordance with the terms thereof. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Other Secured Claim against any of the PAIH Plan Debtors agrees to less favorable treatment, each holder of an Allowed Other Secured Claim shall receive, at the election of the PAIH Plan Debtors, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, (i) payment in full in Cash, payable on the later of the Effective Date and the date on which such Other Secured Claim becomes an Allowed Other Secured Claim, or as soon as reasonably practical thereafter, (ii) Reinstatement pursuant to section 1124 of the Bankruptcy Code, or (iii) such other treatment necessary to satisfy section 1129 of the Bankruptcy Code. On the Effective Date, each holder of an Allowed Agricultural Bank of China Facility Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the Amended and Restated Agricultural Bank of China Facility. Impaired or Unimpaired Unimpaired Unimpaired Impaired Entitlement to Vote on the Plan No (deemed to accept) No (deemed to accept) Yes Approx. Percentage Recovery 5 100% 100% 100% 5 The ranges set forth under Approximate Percentage Recovery are based on the range of reorganized equity value of the PAIH Plan Debtors as described in the Valuation Analysis. 7

19 Pg 19 of Industrial and Commercial Bank of China Facility Claims China Minsheng Working Capital Loan Claims Bank of Communications Facility Claims CITIC ($7.7) Working Capital Facility Claims On the Effective Date, each holder of an Allowed Industrial and Commercial Bank of China Facility Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the Amended and Restated Industrial and Commercial Bank of China Facility. On the Effective Date, each holder of an Allowed China Minsheng Working Capital Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the Amended and Restated China Minsheng Working Capital Loan. On the Effective Date, each holder of an Allowed Bank of Communications Facility Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share the Amended and Restated Bank of Communications Facility. On the Effective Date, each holder of an Allowed CITIC ($7.7) Working Capital Facility Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the Amended and Restated CITIC ($7.7) Working Capital Facility. On the Effective Date, each holder of an Allowed CITIC ($22.2) Working Capital Facility Claim shall receive, in full and final CITIC ($22.2) Working satisfaction, compromise, settlement, release, Capital Facility Claims and discharge of, and in exchange for such Claim, its Pro Rata share of the Amended and Restated CITIC ($22.2) Working Capital Mortgage Facility Claims. Facility. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Mortgage Facility Claim agrees to less favorable treatment, each holder of an Allowed Mortgage Facility Claim shall receive, at the election of the PAIH Plan Debtors, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, either (i) payment in full in Cash, (ii) Reinstatement pursuant to section 1124 of the Bankruptcy Code, or (iii) such other recovery necessary to satisfy section 1129 of the Bankruptcy Code. Impaired Impaired Impaired Impaired Impaired Unimpaired Yes Yes Yes Yes Yes No (deemed to accept) 100% 100% 100% 100% 100% 100% 8

20 Pg 20 of 162 The Maybank PATM Term Loan Claims and the Maybank PATM Term Loan Guarantee Claims have been bifurcated to take into account the structural and contractual rights with respect to the Maybank PATM Tem Loan. 10 Class 10A Maybank PATM Term Loan Claims: On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Maybank PATM Term Loan Claim agrees to less favorable treatment, each holder of an Maybank PATM Term Allowed Maybank PATM Term Loan Claim Loan Claims and shall receive in full and final satisfaction, Maybank PATM Term compromise, settlement, release, and discharge Loan Guarantee Claims of, and in exchange for such Claim, its Pro Rata share of the PATM Equity Pool. Impaired Yes 14%-59% Rabobank NFS Facility Claims Standard Chartered Banking Trade Facility Claims Class 10B Maybank PATM Term Loan Guarantee Claims: On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Maybank PATM Term Loan Guarantee Claim agrees to less favorable treatment, each holder of an Allowed Maybank PATM Term Loan Guarantee Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Rabobank NFS Facility Claim agrees to less favorable treatment, each holder of an Allowed Rabobank NFS Facility Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool; provided, however, that holders of Allowed Rabobank NFS Facility Claims shall return any such distribution and release the applicable PAIH Plan Debtors to the extent all or any portion of the Rabobank NFS Facility Claims against a PAIH Plan Debtor is satisfied or released pursuant to the terms of a settlement. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Standard Chartered Banking Trade Facility Claim agrees to less favorable treatment, each holder of an Allowed Standard Chartered Banking Trade Facility Claim shall receive in full and final satisfaction, compromise, settlement, Impaired Impaired Yes Yes 3-23% (unless guarantee otherwise released pursuant to Court-approved settlement agreement; excluding recovery from non-debtor Affiliates) 3%-23% 9

21 Pg 21 of release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed CITIC Banking Facility PAIH Claim agrees to less favorable CITIC Banking Facility treatment, each holder of an Allowed CITIC PAIH Claims Banking Facility PAIH Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of Maybank Banking Facility Claims Pickenpack Letters of Comfort Claims Europaco Rabobank Trade Facility Claims 17 KBC Facility Claims the PAIH Equity Pool. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Maybank Banking Facility Claim agrees to less favorable treatment, each holder of an Allowed Maybank Banking Facility Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Pickenpack Letters of Comfort Claim agrees to less favorable treatment, each holder of an Allowed Pickenpack Letters of Comfort Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Europaco Rabobank Trade Facility Claim agrees to less favorable treatment, each holder of an Allowed Europaco Rabobank Trade Facility Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed KBC Facility Claim agrees to less favorable treatment, each holder of an Allowed KBC Facility Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool. Impaired Impaired Impaired Impaired Impaired Yes Yes Yes Yes Yes 3%-23% 3%-23% 3%-23% 3%-23% 3%-23% 10

22 Pg 22 of UOB Banking Facility (Europaco) Claims Fubon Factoring Facility Claims General Unsecured Claims Teh Hong Eng Loan Claims 22 Intercompany Claims 23 Intercompany Interests On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed UOB Banking Facility (Europaco) Claim agrees to less favorable treatment, each holder of an Allowed UOB Banking Facility (Europaco) Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Fubon Factoring Facility Claim agrees to less favorable treatment, each holder of an Allowed Fubon Factoring Facility Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PAIH Equity Pool. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed General Unsecured Claim agrees to less favorable treatment, each holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of the General Unsecured Claim Distribution. On the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed Teh Hong Eng Loan Claim agrees to less favorable treatment, each holder of an Allowed Teh Hong Eng Loan Claim shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the Teh Hong Eng Equity Pool. Distributions under the Plan shall give effect to each Intercompany Claim, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for each Intercompany Claim, without the need for payment in Cash by any PAIH Plan Debtor. Intercompany Interests are Unimpaired. On the Effective Date, all Allowed Intercompany Interests shall be Reinstated subject to the terms of Section 5.5 of the Plan. On the Effective Date, each holder of an Existing PAIH Interest shall receive no 24 Existing PAIH Interests distribution on account of such Interest. For the avoidance of doubt, PAIH will continue to exist as a legal entity (Reorganized PAIH) after the Effective Date. Impaired Impaired Impaired Impaired Unimpaired Unimpaired Impaired Yes Yes Yes Yes No (deemed to accept) No (deemed to accept) No (deemed to reject) 3%-23% 3%-23% 11% 2%-8% 0%-100% 11

23 Pg 23 of 162 C. CONFIRMATION HEARING Pursuant to section 1128 of the Bankruptcy Code, a hearing to consider confirmation of the Plan (the Confirmation Hearing ) will be held on at (Eastern Time) before the Honorable James L. Garrity, Jr., United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, NY Objections and responses to confirmation of the Plan, if any, must be served and filed as to be received on or before at (Eastern Time) (the Confirmation Objection Deadline ) in the manner described in the order approving this Disclosure Statement [ECF No. ] (the Disclosure Statement Order ) and Section X.II.B of this Disclosure Statement. The Confirmation Hearing may be adjourned from time to time without further notice except for the announcement of the adjournment date made at the Confirmation Hearing or at any subsequent adjourned Confirmation Hearing. A. DEBTORS BUSINESS II. OVERVIEW OF DEBTORS OPERATIONS In 1986, Swee Hong Ng and his sons (collectively, with others, the Ng Family ) started a small seafood business in the Western District of Hong Kong trading frozen shrimp, squid, and scallops. The business, later known as the Pacific Andes Group, experienced rapid growth in the 1990s and, over time, expanded its operations to include harvesting, sourcing, ocean logistics and transportation, food safety testing, processing, marketing, and distribution of a large array of frozen fish products, as well as fishmeal and fish oil. Following international growth and expansion across the globe, the Pacific Andes Group became one of the largest seafood companies in the world. The Pacific Andes Group is comprised of over 150 operating and non-operating entities, including three publicly listed companies. The Pacific Andes Group s business can be broken down into three groups of entities, described in further detail below: The PAIH Group is principally engaged in the production and export of seafood products. The PAIH Group maintains a large fish fillet processing center in Qingdao, Shandong Province of China (the Qingdao Factory ). The Qingdao Factory is one of the largest seafood processing facilities in the world, with a capacity to employ approximately 10,000 employees and process over 60,000 metric tons of seafood per year. The PAIH Group, through non-debtor National Fish & Seafood, Inc. (United States) ( NFS ), is also engaged in a joint venture that maintains a seafood processing, distribution, and sales business in the United States, including a processing facility in Gloucester, Massachusetts. 6 In addition, certain entities in the PAIH Group hold interests in real estate, primarily in Hong Kong. PAIH is the holding company for the PAIH Group and is listed on The Stock Exchange of Hong Kong (the HKEx ). 6 As of the date of filing this Disclosure Statement, NFS is in the process of selling its assets (the NFS Sale ). See Motion of PAIH Debtors Pursuant to Section 105(a) of Bankruptcy Code and Bankruptcy Rule 9019 Authorizing Certain Debtors to Enter into and Perform Under Forbearance Agreement and Facility Letter Amendment with Respect to Non-Debtor Affiliate National Fish & Seafood [ECF No. 747]. 12