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Full title: Transfer Agreement FRBP. Transfer Agreement 3001 (e) 2 Transferors: Monarch Master Funding LTD (Claim No. 7, Amount $7,483,471.99) To MCP III FinCo Master LLC filed by Scott L. Esbin on behalf of MCP III FinCo Master LLC. (Esbin, Scott)

Document posted on Sep 29, 2021 in the bankruptcy, 47 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Customer shall, inunediately upon request by the Bank: (i) execute and deliver to the Bank one or more security documents in form and substance satisfactory to the Bank over any of the Customer·'s assets as the Bank specifies in nny such request; (ii) register or procure the registration of the security interest created under this Agreement with the nppropriate authority(ies); an o (iii) provide such further security in such form as may be required by the Bank and in amounts and/or values sufficient in the opinion of the Bank to secure any of the Customer's obligations to the Bank.the Customer shall settle such transaction on the agreed date (the "Settlement Date") in such other currency (the "'second currency") as is agreed between them by paying to the Bank an amount in the second currency equivalent to the amount paid by the Bank calculated at the Bank's spot rate of exchange prevailing at such time on tl1e Settlement Date as the Bank may in its absolute discretion determines fur the purchase of the second cufl'ency with the first currency.If the Customer is not ordinarily resident in Hong Kong nor a company incorporated under the laws of Hong Kong nor a foreign company registered under section 333 of the Companies Ordinance (Cap.32, Laws of Hong Kong}, without prejudice to any other mode of service, the Customer:- (i) irrevocably appoints a company incorporated in Hong Kong :md specified in the Schedule as its agent Tor service of proce~os in relation to any proceedings before the Hong Kong courts in connection with this Agreement; (ii) agrees that failure by a process agent to notify U1e Customer of the process shall not invalidate the proceedings concerned; and (iii) agrees that if tl1e appointment of any person mentioned in paragraph (i) above ceases to be effective, the Customer shall immediately appoint another company incorporated in Hong Kong to accept service of process on its beha1f in Hong Kong and, failing such appointment within 15 days, the Bank is entitled to appoint such person by notice to Ute Customer.The Customer further undertakes that: (i) it will usc its best efforts to obtain ti1e bills of lading and/or other documents of title to the goods referred to in paragraph (a) above; and (ii) upon receipt of the bills of lading and/or other documents of title referred to in paragraph (a) above, the Customer shall deliver them to the Bank and procure the release of 1he Bank from any guamntec or indemnity given by it under paragr-aph (a) above and lhe return of the relevant guarantee or indemnity to the Bank for cancellation.If the Customer fails to effect or maintain any such insurance or in producing any policy to the Bank or if any insurance effected by the Customer is, in the Bank's opinion, insufficient, tl1e Bank may effect such insurance and in such sum as it thinks fit.

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B 2100A (Form 2100A) (12/15) UNITED STATES BANKRUPTCY COURT Southern District Of New York In re: China Fishery Group Limited (Cayman), et Case No. 16-11895 (JLG) al., Debtors (Jointly Administered) TRANSFER OF CLAIM OTHER THAN FOR SECURITY A CLAIM HAS BEEN FILED IN THIS CASE or deemed filed under 11 U.S.C. § 1111(a). Transferee hereby gives evidence and notice pursuant to Rule 3001(e)(2), Fed. R. Bankr. P., of the transfer, other than for security, of the claim referenced in this evidence and notice. Name of Transferee Name of Transferor MCP III FinCo Master LLC Monarch Master Funding LTD Name and Address where notices to transferee Court Claim #: 7 should be sent: Amount of Claim (as filed): $30,998,083.56 c/o Monarch Alternative Capital LP Amount of Claim (as filed) Transferred: 535 Madison Avenue $7,483,471.99 New York NY 10022 Date Claim Filed: 1/11/2017 Attn: Michael Gillin Debtor: China Fishery Group Limited (Cayman) Phone: (212) 554-1743 Fax: 1-(866)-741-3564 Primary Email: fundops@monarchlp.com **see attached exhibits **Last Four Digits of Acct #: Name and Address where transferee payments should be sent (if different from above): I declare under penalty of perjury that the information provided in this notice is true and correct to the best of my knowledge and belief. MCP III FINCO MASTER LLC By: M Manager LLC, as Manager By:__________________________________ Date: September 29, 2021 Name: Christopher Santana Title: Managing Principal Penalty for making a false statement: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. §§ 152 & 3571.

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EVIDENCE OF PARTIAL TRANSFER OF CLAIM TO: Clerk, United States Bankruptcy Court, Southern District of New York MONARCH MASTER FUNDING LTD (“Seller”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby certify that it has unconditionally and irrevocably sold, transferred, and assigned to MCP III FINCO MASTER LLC (“Buyer”), an undivided pro rata interest of 24.1417247% of the claim of Seller, which equals $7,483,471.99 of the filed proof of claim amount against China Fishery Group Limited (Cayman) (“Debtor”), plus unliquidated amounts related to accruing interest, fees, costs, and expenses related thereto, docketed as Claim No. 7 (the “Assigned Claim”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), Case No. 16-11895 (JLG). For the avoidance of doubt, the Assigned Claim includes, to the extent related thereto, without limitation, any payments, distributions, interest, fees, costs, and expenses to which Seller may be entitled pursuant to the Stipulation by and Between Chapter 11 Trustee, Other Debtors, and Bank of America, N.A. Regarding Treatment of Claims and Resolution of Objection to Settlement Agreement Netting Intercompany Claims, approved by the Bankruptcy Court on April 26, 2018 [Docket No. 1112-1]. Seller hereby waives any notice or hearing requirements imposed by Rule 3001 of the Federal Rules of Bankruptcy Procedure, and stipulates that an order may be entered recognizing this transfer and sale of the Assigned Claim as an unconditional assignment and sale and Buyer herein as the valid owner of the Assigned Claim. Seller further directs the Debtor, the Bankruptcy Court, and all other interested parties to make all future payments and distributions, and to give all notices and other communications, in respect to the Assigned Claim, to Buyer. IN WITNESS WHEREOF, the undersigned has duly executed this Evidence of Partial Transfer of Claim by its duly authorized representative dated the 29th day of September, 2021. Monarch Master Funding LTD By: Monarch Alternative Capital LP Its: Advisor By: Name: Christopher Santana Title: Managing Principal MCP III FinCo Master LLC By: M Manager, as Manager By:_______________________________ Name: Christopher Santana Title: Authorized Person

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------- x In re: : : Chapter 11 CHINA FISHERY GROUP LIMITED (CAYMAN) : : Case No. 16-11895 (JLG) Debtor. : : : ----------------------------------------------------------------- x ADDENDUM TO PROOF OF CLAIM FILED BY BANK OF AMERICA, N.A. 1. This Addendum to the Proof of Claim (this “Addendum”) shall be deemed to be a part of, and incorporated by reference in, the attached proof of claim (together with this Addendum and all Schedules and Exhibits hereto, this “Proof of Claim”) filed by Bank of America, N.A. (“BANA” or the “Claimant”) against China Fishery Group Limited (Cayman) (“CFGL”) 1 under the CF Facility Letter (as defined below). Capitalized terms that are used, but not defined, herein shall have the meanings ascribed to them in the CF Facility Letter. 2. On June 30, 2016 (the “Petition Date”), CFGL and certain of its subsidiaries and affiliates2 (together, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). 3. BANA is a creditor of CFGL under a $35 million facility letter dated August 26, 2014 (the “CF Facility Letter”), which BANA entered into with China Fisheries International Limited (Samoa) (“CFIL”) and South Pacific Shipping Agency Limited (BVI) (“SPSA,” and 2 The Debtors that filed on June 30, 2016 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. Limited (Singapore), Smart Group Limited (Cayman), and Super Investment Limited (Cayman). On September 29, 2016, Pacific Andes Resources Development Limited filed a voluntary petition for relief under the Bankruptcy Code in the Court.

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together with CFIL, the “CF Obligors”). The CF Obligors were permitted to make drawdowns (the “CF Drawdowns”), up to $35 million in total. The amounts outstanding to BANA under the CF Facility Letter are owed on a joint and several basis by the CF Obligors and are guaranteed CFGL. A true and accurate copy of the CF Facility Letter, along with the accompanying General Agreement for Commercial Business and the Continuing Guarantee of CFGL (the “Guaranty”), is annexed hereto as Exhibit 1. 4. In addition to the proceedings in this Court, insolvency proceedings with regard to the CF Obligors, CFGL, and/or subsidiaries that are material to the CF Obligors’ or CFGL’s ability to repay their obligations under the CF Facility Letter or the Guaranty have also been pending in Hong Kong, the Cayman Islands, and Peru at various times since December 2015. 5. Section 2 of the General Agreement for Commercial Business, incorporated into the CF Facility Letter by section 3(a) of the CF Facility Letter, provides for the repayment on demand and cancellation of any advances paid to the CF Obligors. 6. Section 5 of the CF Facility Letter provides for the payment of (a) “all costs and expenses (including legal fees of both internal and external legal advisers) incurred by us in connection with the preparation, perfection, performance or enforcement of or preservation of rights under this Letter or any security provided by your or any third party in respect of your obligations to us,” and (b) “all taxes, reserves and fees payable in respect of this Letter or the transactions contemplated by it.” Further, section 4(c) of the General Agreement for Commercial Business provides that BANA may charge default interest (at such rate or rates the Bank may reasonably determine) on any moneys not paid by the Customer when due. The obligation of the Customer to pay default interest on overdue amount shall continue until all sums owing by the Customer to the Bank have been irrevocably paid in full.

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7. Section 14 of the General Agreement for Commercial Business allows BANA to set off any mature obligation owed by the CF Obligors to BANA against any obligation owed by BANA to the CF Obligors. 8. Pursuant to Section 2 of the Guaranty CFGL: (a) as principal obligor guarantees to the Bank prompt performance by each Debtor of all its Guaranteed Obligations; (b) undertakes with the Bank that whenever a Debtor does not pay any amount when due in connection with any of its Guaranteed Obligations, the Guarantor will immediately on demand by the Bank pay that amount as if the Guarantor instead of that Debtor were expressed to be the principal obligor; and (c) indemnifies the Bank on demand against any loss or liability suffered by it if any of the Guaranteed Obligations is or becomes unenforceable, invalid or illegal. 9. Section 3 of the Guaranty provides for default interest, and states that [i]f the Guarantor fails to pay in full the sum demanded from it under Clause 2 (Guarantee), the Guarantor will pay interest from the date of demand on the outstanding sum (both before and after any judgment) at the same rate as that payable (or deemed payable) by a Debtor in respect of its Guaranteed Obligations. 10. Lastly, section 19 of the Guaranty entitles BANA to “all costs and expenses (including legal fees of both internal and external legal advisers) incurred by the Bank in connection with the preparation, perfection, performance or enforcement of or preservation of rights under this Guarantee.” 11. The following CF Drawdowns were made and were not paid in full:
Table 1 on page 8. Back to List of Tables
Date Drawn Original Maturity Date Amount
On or about May 11, 2015 September 11, 2015 $10,000,000
On or about May 19, 2015 September 18, 2015 $7,000,000
On or about June 25, 2015 October 6, 2015 $7,273,025
On or about June 26, 2015 October 6, 2015 $2,945,250
On or about June 26, 2015 October 6, 2015 $2,291,465
TOTAL $29,509,740
12. After various maturity extensions by BANA, by November 19, 2015, all of these CF Drawdowns had matured and remained outstanding, other than payments or offsets of $1

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million toward the May 11, 2015 CF Drawdown and $260,000 toward the June 26, 2015 CF Drawdown. On November 20, 2015, BANA exercised its right of setoff and applied $363,779.41 in partial satisfaction of the amounts due. After that setoff, the CF Obligors and CFGL owed BANA, on a joint and several basis, the principal sum of $27,885,960.59, plus accrued interest, fees and expenses (including legal fees). 13. Having not received payment of the outstanding and matured CF Drawdowns, BANA sent a demand letter for such amounts to the CF Obligors (the “CF Obligors Demand Letter”) on November 23, 2015. A true and accurate copy of the CF Obligors Demand Letter is annexed hereto as Exhibit 2. As no payment was forthcoming from the CF Obligors, BANA sent a demand letter to CFGL as guarantor under the CF Facility Letter on November 24, 2015, with respect to the same outstanding amounts (the “CFGL Demand Letter”). A true and accurate copy of the CFGL Demand Letter is annexed hereto as Exhibit 3. No payments have been made to BANA by either the CF Obligors or CFGL pursuant to the CF Obligors Demand Letter or the CFGL Demand Letter, and the CF Obligors and CFGL continue to owe BANA, on a joint and several basis, the principal sum of $27,885,960.59, plus accrued interest, fees and expenses (including legal fees). 14. Additionally, the amount of accrued interest, unpaid legal fees and other expenses of BANA related to the CF Facility Letter was not less than $3,112,122.97. Within that sum, accrued interest under the CF Facility Letter was not less than $815,365.32 as of the Petition Date. BANA has incurred fees with several law firms in multiple jurisdictions related to the CF Facility Letter and a similar facility letter involving PARD and its close affiliates (the “PAE Facility Letter,” and together with the CF Facility Letter, the “Facility Letters”). BANA’s fees and expenses related to the CF Facility Letter include the following:

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Table 1 on page 10. Back to List of Tables
Firm Amount
Sidley Austin LLP $1,724,429.703
Allen & Overy LLP $351,278.624
Rebaza & Alcazar (Peru) $87,159.47
MJM Limited (Peru) $26,790.27
Carey Olson (Cayman) $107,099.59
15. Subject to the reservation of rights outlined below, as of the Petition Date, BANA hereby asserts against the CF Obligors, on a joint and several basis, and CFGL, as guarantor, under the CF Facility Letter, an unsecured claim of not less than $27,885,960.59 plus $3,112,122.97, representing the aggregate amount of outstanding, unpaid principal under the CF Facility Letter, plus accrued and unpaid interest under the CF Facility Letter up to the Petition Date, plus all premiums, interest, interest-on-interest and default interest, any additional indemnities, fees, and expenses (including attorneys’, accountants’, appraisers’, and financial advisors’ fees and expenses that are chargeable or reimbursable), any amounts, indemnities, contingent obligations, reimbursement obligations, obligations with respect to any loan or letter of credit, and all other obligations now or hereafter due, chargeable or reimbursable under the CF Facility Letter and the Guaranty for a total amount of $30,998,083.56. BANA expressly reserves, and does not waive, the right to payment of any amounts due from the Debtors or from any other sources. All such amounts and any other amounts due, chargeable or reimbursable under the CF Facility Letters and any other related obligations which were contingent or unmatured as of the Petition Date. 3 GBP 1,266,812.22, converted at an exchange rate of GBP 1 = USD 1.3311 as of the Petition Date. Where Sidley’s fees involved work in connection with these Chapter 11 cases rather than a particular Facility Letter, they have been allocated 75% to the CF Facility Letter and 25% to the PAE Facility Letter. 4 GBP 263,901.00, converted at an exchange rate of GBP 1 = USD 1.3311 as of the Petition Date. Where A&O’s fees involved work in connection with these Chapter 11 cases rather than a particular Facility Letter, they have been allocated 75% to the CF Facility Letter and 25% to the PAE Facility Letter.

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16. To BANA’s knowledge, the amounts outstanding under the CF Facility Letter are not subject to any setoff or counterclaim by the CF Obligors or CFGL. BANA reserves any and all setoff rights to which it is entitled under 11 U.S.C. § 553 or otherwise. 17. Nothing contained in this Proof of Claim shall be construed as limiting any of BANA’s rights, remedies, and interests under the CF Facility Letter and the Guaranty. To the extent of any conflict between the terms of this Proof of Claim and the terms of the CF Facility Letter and the Guaranty, the terms and conditions of the CF Facility Letter and the Guaranty, as applicable, shall govern. 18. BANA reserves the right to (a) amend, update and/or supplement the Proof of Claim for any purpose, including, but not limited to, (b) fix, restate, or liquidate any claims stated herein or under the CF Facility Letter and the Guaranty, (c) specify claims for any amounts, indemnities, contingent obligations, reimbursement obligations, obligations with respect to any loan or letter of credit, (d) assert claims arising from or relating to the avoidance of transfers made to BANA or any other entity, (e) specify the dollar amount of any part of the claim under the CF Facility Letter and the Guaranty that is not stated in specific amounts herein, (f) specify the amount of fees, costs and charges owed to BANA to the extent not set forth herein, (g) specify additional interest, fees, costs or charges arising prior or subsequent to the date of confirmation of any plan of reorganization, (h) assert all other obligations of the CF Obligors and CFGL outstanding under the CF Facility Letter and the Guaranty that are not expressly described herein, or asserting any additional claims for secured status or priority, (i) assert or file additional claims or proofs of claim for additional or different claims or interests at any time, whether before or after any bar date established in these cases for asserting claims against the CF Obligors and CFGL and/or their estates, and (j) file a request for payment of

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administrative expenses in accordance with 11 U.S.C. §§ 503 and 507 or the allowance of post-petition interest and fees in accordance with 11 U.S.C. § 506(b). 19. BANA does not waive any right of action that it has or may have against the CF Obligors and CFGL, or any person or persons (including, without limitation, any Debtor affiliate or non-Debtor affiliate), and any such rights are expressly reserved. The filing of the Proof of Claim is not intended, and should not be construed, to be an election of remedies or waiver of any past, present, or future defaults or events of default under the CF Facility Letter or the Guaranty, and any such remedies are expressly reserved. BANA reserves and does not waive any right or remedy, including without limitation any right to any security held or any right to claim an interest in specific assets or any other rights or causes of action that it may have against any or all of the Debtors, or any other person or persons (including any person co-liable with or that stands in surety to any Debtor), and expressly reserves all such rights. 20. For the avoidance of doubt, nothing contained in the Proof of Claim nor subsequent appearance, pleading, claim or suit is intended to be a waiver or release of BANA’s right: (a) to assert that 28 U.S.C. § 157(b) is unconstitutional; (b) to object to, the jurisdiction of the Bankruptcy Court for any purpose; (c) to have the reference withdrawn by a District Court for any matter involving BANA or to assert that the reference has already been withdrawn; (d) to have any unliquidated portions of any claim determined by an applicable state court; (e) to seek the subordination, in favor BANA, of indebtedness or liens held by other creditors of the CF Obligors and CFGL; (f) to enforce any arbitration or other alternative dispute resolution mechanism that is otherwise applicable; (g) to have final orders in core matters in which the Bankruptcy Court does not have authority under the United States Constitution to enter final orders entered only after de novo review by a district court judge; (h) to have final orders in non-

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core matters entered only after de novo review by a district court judge; and (g) to try by jury any proceeding so triable herein or, in any case, any controversy or proceeding related hereto, notwithstanding any designation of such matters as “core proceedings” pursuant to 28 U.S.C. § 157(b)(2), and whether such jury trial is pursuant to statute or the United States Constitution. 21. Nothing herein shall be deemed to waive, estop or derogate from any rights of BANA, including, without limitation, BANA’s rights under the relevant and applicable documents, or otherwise. This Proof of Claim also is without prejudice to any and all of BANA’s rights, claims and defenses in conjunction with the relevant and applicable documents, the Bankruptcy Code, and otherwise, including, but not limited to the right to vote on any plan(s) in the Debtors’ chapter 11 cases. 22. BANA expressly reserves all procedural and substantive rights, claims and defenses with respect to any claim that has been or may be asserted against BANA by the CF Obligors and CFGL, any trustee for their estates, any other party in interest in the chapter 11 case(s), or any other person or entity whatsoever. 23. Any and all notices and communications concerning the Proof of Claim should be sent to the following addresses:

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Amanda W. McQueen Bank of America Merrill Lynch 2 King Edward Street London, EC1A 1HQ Telephone: 44(0).20.7995.0780 Email: amanda.mcqueen@baml.com - with a copy to – Sidley Austin LLP 787 Seventh Avenue New York, NY, 10019 Tel: (212) 839-5300 Facsimile: 212-839-5599 Attn: Lee S. Attanasio Andrew P. Propps Email: lattanasio@sidley.com apropps@sidley.com

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EXHIBIT 1

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BankofAmerica !??. Merrill Lynch REGISTERED & CONFIDENTIAL August 26, 2014 China Fisheries International Limited South Pacific Shipping Agency Limited Room 3201-10 Hong Kong Plaza 186 Connaught Road West Hong Kong Attention: Mr. Dennis Chan Financial Controller Dear Sirs, We are pleased to inform you that we will consider requests by you for the facilities ("Facilities") specified in the Schedule to this Letter ("Schedule") up to, if applicable, an aggregate principal amount not exceeding at any time the Total Facility Amount (as defined in the Schedule) (or the equivalent, at our spot selling rates for the time being, in other currencies) on the terms and conditions set out in this Letter. This is a general statement of the terms applicable to the Facilities, if extended, and is not a commitment to extend any financing to Yp(:_ The terms set out in this Letter supersede and replace those set out in our letter of January 27,~~ ~'\).~ I. Facilities part~ (a) The Facilities are more set out in the Schedule, in each case up to the individual limit (if specified) set opposite the description of the relevant Facility in the Schedule. (b) Borrowings and other utilizations in any currency are subject to availability of funds in that currency at the time the borrowings or utilizations are requested. 2. Applications for Facilities (a) The Facilities are subject to review by us on a periodic basis. We reserve the right to increase, reduce or cancel the Facilities or any part of it and/or vary the types of Facilities or instruments under any type of Facilities made available to you under this Letter at any time without prior notice to, or consent from, you. We will, however, notify you as soon as reasonably practicable after such change has been effected. (b) Each application by you to use any of the Facilities in whole or in part shall be a request by you to us to extend financing on the terms set out or referred to in this Letter. No commitment by us to extend financing shall arise under this Letter until any application by you is accepted by us either expressly or by our extending such financing to you. (c) Such applications shall be made, where applicable, on our standard forms and supported by such documentation (in form and substance satisfactory to us) as we may require. (d) No applications by you to use any of the Facilities will be accepted by us unless you comply with the terms set out or referred to in this Letter and such other conditions as we may determine from time to time. T 852.3508.8888 Bank of America, NA 52/F, Cheung Kong Center 2 Queen's Road Central, Central, Hong Kong A company wholly owned by Bank of America Corporation

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Bank of America'-"~ Merrill Lynch 3. Security (a) Your obligations in respect of the Facilities shall be secured or supported by an unconditional I 00% continuing guarantee executed by China Fishery Group Limited ("Guarantor") in form and substance satisfactory to us. (b) You consent that we may provide the security provider or guarantor (as the case may be) with any information in relation to the Facilities or any outstanding thereunder and/or financial information in relation to you, including without limitation the following documents: (i) a copy or summary of the contract evidencing the obligations to be guaranteed or secured; (ii) a copy of any demand for overdue payment that is sent to you in the case where you have failed to settle any overdue amount; and (iii) upon request from the security provider or guarantor, a copy of the latest statement of account provided to you, if any. hlS 4. undertakings . mu~tu\~ ft'all (a) Pari passu ranking: You your obligations in connection with the Facilities will at all times ra~'ll,t t ri passu in terms of security and support (including third party) with all your ~ short-term present and future obligations, except for obligations mandatorily preferred by law applying to companies generally. (b) Accounts: You must provide your annual audited financial statements within 8 months after end of financial period and will promptly provide any other information which we may request. You must provide the annual audited consolidated and semi-annual unaudited financial statements of your Guarantor within 120 days and 90 days after the end of financial period and will promptly provide any other information which we may request. 5. Expenses (a) You shall pay all costs and expenses (including legal fees of both internal and external legal advisers) incurred by us in connection with the preparation, perfection, performance or enforcement of or preservation of rights under this Letter or any security provided by you or any third party in respect of your obligations to us. (b) You shall pay all taxes, reserves and fees payable in respect of this Letter or the transactions contemplated by it. 6. Interests and charges Any financing extended by us will be subject to interest rates, commissions and/or other charges determined by us from time to time. 2 A company wholly owned by Bank of America Corporation

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Bank of America ~1r Merrill Lynch 7. Other conditions The Facilities shall be subject to: (a) the terms of the General Agreement for Commercial Business entered into between you and us (and if more than one has been entered into, the latest one); and (b) the terms and conditions set out in all current standard agreements and other documentation signed by you or on your behalf in respect of the credit and other banking facilities and banking services granted or continued by us to you. (c) execution of Bank's Standard documentation. (d) each Facility and its related interest and charges shall be repaid or paid in the currency disbursed or incurred. 8. Amendments (a) No provision of this Letter may be amended except by an instrument in writing signed by us. (b) Our rights under this Letter may be exercised as often as necessary, are cumulative and not exclusive of our rights under the genera~!an d may be waived only in writing and specifically. Delay in exercising or non- c e of any such right is not a waiver of that right. \~ liability\)\)~\) 9. Joint and several If this Letter is addressed to more than one person, each addressee accepting the terms and conditions set out in this Letter is jointly and severally liable with the other addressee accepting the same. The obligations and liabilities of each addressee shall take effect immediately upon its acceptance of the terms and conditions of this Letter, whether or not any other addressee accepts the same. I 0. Governing Law This Letter is governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. 11. Jurisdiction (a) You agree that the courts of Hong Kong have jurisdiction to settle any disputes in connection with this Letter and accordingly submit to the non-exclusive jurisdiction of the Hong Kong courts. (b) Without prejudice to any other mode of service, you:- (i) irrevocably appoint Pacific Andes Food (Hong Kong) Company Limited having its registered office at Room 3201-10, Hong Kong Plaza, 186 Connaught Road West, Sai Ying Pun, Hong Kong as your agent for service of process in relation to any proceedings before the Hong Kong courts in connection with this Letter; (ii) agree that failure by a process agent to notifY you of the process shall not invalidate the proceedings concerned; and 3 A company wholly owned by Bank of America Corporation

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Bank of America ~-:t' Merrill Lynch (iii) agree that if the appointment of any person mentioned in sub-paragraph (i) above ceases to be effective, you sha.ll immediately appoint a further person in Hong Kong to accept service of process on your behalf in Hong Kong and, failing such appointment within 15 days, we are entitled to appoint such person by notice to you. Please confirm your agreement to the terms and conditions of this Letter by signing and returning to us (marked for the attention of "Angel Kwan-Director") the enclosed duplicate copy of this Letter at your earliest convenience. Yours faithfully, for and on behalf of BANK OF AMERICA, N.A. .... ..If:. ...... ~ ... ~~············· <~ Angel Kwan ~\_,Director \)\:J~.'\\>. , 4 A company wholly owned by Bank of America Corporation

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Bank of America ~-:r Merrill Lynch Borrowers We confirm our agreement to the terms and conditions set out above: For and on behalf of For and on behalf of China Fisheries International Limited China Fisheries International Limited For and on behalf of China Fisheries International Limited . .fii!tt.:e.k!!.!L~lt£ ....... ,_;J ........................................ .. . . .. . .. .. . .. .. .. . . .. .. . .. . .. . .. .A Ntfrmiled,.S ignoture{8). .. . .. . . . . . . . . . . . . . . . . . . . .4Ktlw.i.r.ed tii~(V .. Name: NG JOO SIANG Name: Title: DIRECTOR Title: 28 AUG 2014 \1!.~ 2 AUG 2014 . Dated ..........................~ ................. ~1!-i-\1! · Dated .......................................... . t<:.) \ •••••••• 0 c:,t •. .. ·····\:'') 4.1 ••• ~~ For and on behalf of For and on behalf of 'South Pacific Shipping Agency Limited ~rth Pacific Shipping Agency Limited ~ For qml 011 ·behalf of :\ \'"' For qlld 011 behalf of South Pacific Shipping Agency ·Limited~~\,,\ South Pacific Shipping l:(f ... ,.. .......... /.l.f.p .. :[iz.rl..,. \)~·.,~······· ·.···-~.J .1!:. .. ...... ·.·., ....... ,.,Si··-·=::=:::;:)· ... . NG JOO -'srAffGt Jtgnmun· ,. N . Au wn=et tgnmurl',s N arne. ~ arne. CHA 1 TA HEI Title: DIRECTOR ~ Title: DIRECT· R , 28 AUG 2014 Dated ........................................... . Dated ... ~~. . !". . ~ .. ~~~·~··· .................. . 5 A company wholly owned by Bank of America Corporation

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Bank of America~~ Merrill Lynch Guarantor We confirm our agreement to the terms and conditions set out above: For and on behalf of For and on behalf of China Fishery Group Limited China Fishery Group Limited For a11d 011 behalf of For and on behalf of CHINA FISHERY GROUP LIMITED CHIN~lSHERY LIMITED !rkjp . Q,..,7 \ ~~ ~ .f~.(.I.&. 'f. ......................................... . .. . .. .. . . .. . .. . . .. .. .. .. . . A.tl! Q.Q{.I,t;~P.. -~ !8.'JP.! ~'.~~(~~ ....... . . . . . . . . . . . . . . . . . . . . :1_1!~'!'?:!~~4. ~.i¥!!f!~l!t:C:( ~~ ...... Name: NG JOO SIANG Name: CHAN TAK HEI Title: DIRECTOR Title: DIRECTOR 28 AUG 2014 28 AUG 2014 ~ Dated ............................................ Dated .......................................... . 6 A company wholly owned by Bank of America Corporation

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Bank of America~ Merrill Lynch Schedule-Facilities Total Facility Amount: US$35,000,000 Facility: Individual Limit (available to China Fisheries International Limited and South Pacific Shipping Agency Limited) (i) Clean Advances: Advances for purposes approved by us of up US$17.000,000 to 120 days from date of advance. A clean-down period of at least 3 business days is required for each individual Clean Advance Drawdown. (Effective Date: January 16, 2014) (ii) Clean Advances: Advances for purposes approved by us of up US$18.000.000 to 120 days from date of advance. The facility is subject to the receipt of a valid Export Letter of Credit satisfactory to us. For each drawdown, the amount is equal to 85% the amount of the respective Export Letter of Credit. (Effective Date: June 11, 2014) 7 A company wholly owned by Bank of America Corporation

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Bank of America, Bank of America .,.. To: v- National Association ~ GENERAL AGREEMENT FOR COMMERCIAL BUSINESS TIUS IS AN IMPORTA.t~T DOCUMENT. SIGN ONLY n' YOU INTEND TO BE BOUND BY IT. The following terms and conditions are agreed between each party signing this Agreement as customer (each a "Customer" and "Customers" means any two or more of them) and Bank of America, National Association (the "Bank" which includes all the branches and offices of Bank of America, National Association wherever situated, its successor and assigns), on the date specified in the Schedule to this Agreement. 1. Interpretation (a) In this Agreement: (i) "affiliate" means, in respect of the Bank, any of its subsidiaries or associated companies or holding companies or any subsidiary or associated company of that holdmg company; (ii) "assets" including present and future properties, revenues and rights of every description; (iii) "author~sation" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration and notansatton; (iv) "Bank of America Group" means the Bank and its affiliates; (V) a provision of law is a reference to that provision as amended or re-enacted; (vi) a Clause, Schedule or an Annex is a reference to a clause of or a schedule or annex to tltis Agreement; (vii) a person includes its successors and assigns; (viii) unless the context otherwise requires, words importing the singular include the plural and vice versa and the neuter gender includes the other genders; (ix) each of the rights, powers and remedies given to the Bank by this Agreement are in addition to all other rights, powers and remedies given it or by virtue of any other security, statute or rule of law; (x) the liabilities and obligations of the Customer to the Bank include all its past, present and future, actual and contingent liabilities and obligations to the Bank; and (xi) a document is a reference to that document as amended or supplemented. (b) lf this Agreement is signed by more than one person as Customer, the obligations of each Customer under this Agreement are joint and severaL (c) This Agreement is a continuiJ1g agreement and all the rights, powers and remedies under this Agreement shall apply to all the Customer's obligations to the Bank notwithstanding any event affecting the capacity of the Customer to be bound by this Agreement. (d) The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement. 2. Repayment on demand and cancellation (a) (i) The Customer shall on demand pay to the Bank all moneys which are now, or will in the future become, owing to the Bank by the Customer (whether as principal or surety, alone or jointly with any other person); and (ii) upon such demand being made, all credit and other f>lcilities and accommodation granted to the Customer by the Bank shall be automatically cancelled. (b) The Customer shall, immediately upon request by the Bank, execute and deliver to the Bank promissory note(s) payable on detmmd for the total amount owing to the Bank by the Customer. (c) All payments to be made by the Customer shall. be made without any deduction or withholding for or on account of any tax unless the deduction or withholding is required hy law. If •my tax or amounts in respect of tax must be deducted, or any other deduction must be made, from any amount payable or paid by the Customer, it shall pay such ad

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(a) The Customer acknowledges the Bank's policy on interest rates and ~lat no single rate of imcrcst can be fixed on any sum(s) owing by it to the Bank from time to rime as the rate of interest in each ca>e will depend on circumstances including the type of transaction involved, the credit risk involved and the general interest rates applicable at the time of such transaction. (b) The Bank may charge interest on any sum(s) outstanding or owing by the Customer from time to lime. ln the absence of express agreement, such interest shall accrue, be calculated md documenl> in connection with which any service is performed by the Bm1k and for vesting the same in any purchaser from the Bank or otherwise to carry out the transactions contemplated by this Agreement. 8. Evidence and calculations Any certification or determinatio.n by the Bank of a rate or amount under this Agreement is, in the absence of manife~1 error. conclusive evidence of tbe matters to which it relates. 9. Foreign currency transactions (a) Currency conversion: If, in any foreign currency transaction entered into between the Bank m1d the Customer. the Bank has made a payment in one currency (the "first currency"). the Customer shall settle such transaction on the agreed date (the "Settlement Date") in such other currency (the "'second currency") as is agreed between them by paying to the Bank an amount in the second currency equivalent to the amount paid by the Bank calculated at the Bank's spot rate of exchange prevailing at such time on tl1e Settlement Date as the Bank may in its absolute discretion determines fur the purchase of the second cufl'ency with the first currency. (b) Payments on behalf of tbe Customer: In any foreign currency transaction entered into by the Bank on behalf of the Customer, the Bank is not obliged to pay an amount in one currency to or to the order of the Customer on any agreed Settlement Date unless and until the Bank has received from the Customer on the Settlement Date the agreed amount in such other currency as may be agreed between them. (c) Approvals: The Customer shaU obtain all necessary authorisations for any foreign currency trrulsaction with the Bank and the Customer agn~es that performance of the Bank's obligations in respect of such transaction is at all times subject to compliance in such manner as the Bank may think fit with any exchange control or other restrictions or mles fiOm time to time in force in any relevant jurisdiction. (d) Currency indemnity: (i) If the Bank receives an amount in respect of the Customer's liability to the Bank or if that liability is converted into a claim, proof. judgment or order in a curt'ency otl1er than the currency (the "contractual currency") in which the amount is expressed to be payable:- (A) the Customer shall indemnify the Bank as an independent obligation against any loss or liability arising out of or as a result of the conversion; (B) if the an10unt received by the Bank, when converted into the contractual currency at a market rate in the usual course of it~ business is less than the amount owed in the contractual currency, lhe Customer shall forthwith on demand pay to the Bank an anl()unt in the contractual currency equal to the deficit; and (C) the Custom!!f shall pay to the Bank forthwW1 on demand any exchange costs and taxes payable in connltion with any such conversion. (ii) the Customer waives any right it may have in any jurisdiction to pay any amount owing to the B,mk in a currency 'ther than that in which it is expressed to be payable. ·

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lO. Indemnity (a) The Customer shall indemnify the Bank against any liability, cost, expense or loss incurred by the Bank in connection with this Agreemem or any transactions contemplated by this Agr~ement, other than those liabilities or losses arising directly from the Bank's gross negligence or wilful misconduct. · (b) The Customer shalL inunediately upon request by the Bank. appear in and defend at i~ own cost and expense any action which may be brought against the Bank in connection with this Agreement. !1. Exoneration (a) The Bank shall not be liable to the Customer for any action taken or not taken by it under this Agreement unless directly caused by the Bank's gross negligence or wilful mjsconduct. (b) Notwithstanding that the Customer may have given instructions to the contrary, the Blmk shall not be liable to the Customer for any loss or damage which may be caused by the Bank acting in accordance with applicable htws, regulations or ntles (including rules and regulations of the various payment systems), or with tl1e terms of U1e Bank's ab'TCeruenL~ with other baaks or financial institutions regarding the transa(:tion of business witl1 those banks or institutions. 12. •~xpenses The Customer shaH pay all costs and expenses (including legal fees of both internal and external legal advisers) incurred by the Bank in connection with the preparation, perfection, performance or enforcement of or preservation of rights under this Agreement or any security provided by the Customer or any third party in respect of the Customer's obligations to the Bank. !3. Waivers The rights of the Bank under this Agreement:· (a) may be exercised as often as necessary; (b) are cumulative and not exclusive of its rights under the general law; and (c) may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right. 14. Set-off (a) The Bank may set off any matured obligation owed by the Customer !o the Bank (to the extent beneficially owned by the Bank) against any obligation (whether or not matured) owed by tlJC Bank to the Customer. regardless of the place of payment. the branch tlU'Ongh which the Bank is acting or currency of either obligation. (b) If the obligations referred to in paragraph (a) above are in different currencies, the Bank may conven either obligation at a market rate of exchange in its usual course of business for the purpose of the set·off. (c) If any of the obligations referred t() in paragraph (!t) above is unliquidated or unascertained, the Bank may set off in an amow11 estimate"! by it in good faith to be the amount of that obligation. 15. Confidentiality (a) Any personal data (as defined in the Personal Data (Privacy) Ordinance (Cap. 486, Laws of Hong Kong)) which the Customer provides to the Bank shall be tTeated in accordance with the "Bank's Personal Data (Privacy) Ordinance Notificati"n'' from time to time provided to the Customer and whi~h is inc()rpornted in this Agreement by this reference. (b) The Customer acknowledges and agrees that th~ Bank may disclose and transfer from time to time all inf01mation in connecti"n with this Agreement or other information in respect of the Customer, the Customer's accounts, business or transaction with the Bank, provided to the Bank by the Customer nr otherwise known to the Bank (including personal data) ( .. Customer Information") (i) to the bead oflice, any branch, subsidiary, affiliate, associate, related company, staff, agent and represenrative of the Baak or any other member of the Bank of America Group, (ii) to its accountants, auditors, internal and external legal counsel, (iii.l to :my acrual or pmposed assignee, transferee, partic-ipant or sub-participant of the Bank under or in ~'Onnection with this Agreement, any other agreement or all or any part of the assets or business of the Bank or the Bank of America Group, (iv) to any banking, supervisory or regulatory authority having jurisdiction over the Bank or any member of the Bunk of America Group or (v) if required or permitted to do so by any law, regulation or court order. (c) Paragraph (u) does not apply if the Customer is a limited liability company. 16. Notice to Customer (a) All notices or other communications in connection with this Agreement are to be sent at the Customer's risk. The Bank does not assume :my responsibility for any inaccumc)', interruption, error or delay or total failure in transmission or delivery by post, facsimile or other written form of electronic communication. (b) All notices or other communications from the Bank to the Custom<>r must be given in writing and tmless otherwise stated, may be made by lettcr or facsimile. Any such notice shall be deemed to be given as follows:-(i) if by letter, when delivered personally or, when sent by prepaid post, two working days following that on which it was so posted; and (ii) if by facsimile, when contitmed by an activity report confirming the facsimile number to which such notice was sent. the number of pages transmitted and that such transmission was successfully completed. (c) The address and facsimile number of the Customer for all notices under or in connection with this Agreement are:-(i) those set out in the Schedule; or (ii) any other notified by the Customer for a1is purpose to t11e Bank by nut less than 5 working days' notice.

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17. Notice to the Bank Any notice by the Customer to the Bank must be given in writing and may only be sent by personal delivery or by post ad<.lressed to the manager of the branch of the Bank through which the relevant banking scrvkes are provided to the Customer and shall only be cftectivc when actually received. 18. Severability If a provision of this Agreement is or becomes ilkgal, invali<.l or unenforceable in any jurisdiction, that shall not affect:-(a) the validity or enforceability in that jurisdiction of any other provision of this Agreement; or (b) the validity or enforceability in other jurisdictions of that or any other provision of tllis Agreement. 19. Variation The Bank may by notice to the Customer vary. amend or supplement the tenus and conditions of tl1is Agreement and such variation, amendment or supplement shaU take dfect as between the Customer and the Ban]( on the date of the notice setting out the details of such variation, amendment or supplement or, if later, the date specified in the notice. 20. Conflict of terms In the event of any conllkt or inconsistency between the provisions of tltis Agreement and any provisions of any agreemem between the Customer and the Bank, the L1tter shall prevail. 21. Partnership (a) If the Customer is carrying on business in partnership, the dissolution of the partnership for any reason shall not affect the liabilities of the Customer as partner(s) until the Bank receives written notice from the Customer to such effect but no notice shall affect tl1e Customer's liability for any transaction made with the Bank prior to the Bank's t-cceipt of such notice. (b) ln case of the death of a panner, the liabiliry of the estate of the deceased pa>tner to the Bank shall cease only wiU1 regard to transactions made with the Bank subsequent to the receipt by the Bank of written notice of the death of the deceased partner. 22. Succe.sors and assigns This Agreement shall operate for the benefit of the Bank and irs successors a11d assigns, notwithstanding any change by way of amalgamation, consolidation or otherwise in the constitution of the Bank or of any such successor or assigns. The Bank may assign or transfer all or any of its rights, interest and benefits under this Agreement and any transactions to which this Agreement relates and/or tl1e goods. documents and other properties in respect of wllich the Bank has a security interest and may deliver the same to the assignee(s) or transfcree(s). who shall thereupon become vested with all the rights and powers in respect thereof which were formerly vested with the Bank. The Bank shall be released and discharged from any liability or responsibility in respect of the goods, documents or other properties so assigned or transferred, but shall retain all its rights and powers of the goods, documents or other properties not so assigned or transferred. 2.3. Further obligations Nothing in this Agreement requires the Bank to give or to continue to give m1y credit to the Customer or to perform or continue to perform any service for the Customer. 24. Trade Finance Annex The Trade Finance Annex to tl1is Agreement forms patt of this Agreement unless the Customer otherwise specifies in the Schedule. 25. Governing law This Agreement is governed by and constmed in accordance with tl1e laws of Hong Kong Special Administrative Region ("Hong Kong"). 26. Jurisdiction (a} The Customer agrees that tl1c courts of Hong Kong have jurisdiction to settle any disputes in connection with this Agreement and accor<.lingly subnlits to the non-exclusive jurisdiction of the Hong Kong court•. (b) If the Customer is not ordinarily resident in Hong Kong nor a company incorporated under the laws of Hong Kong nor a foreign company registered under section 333 of the Companies Ordinance (Cap.32, Laws of Hong Kong}, without prejudice to any other mode of service, the Customer:- (i) irrevocably appoints a company incorporated in Hong Kong :md specified in the Schedule as its agent Tor service of proce~os in relation to any proceedings before the Hong Kong courts in connection with this Agreement; (ii) agrees that failure by a process agent to notify U1e Customer of the process shall not invalidate the proceedings concerned; and (iii) agrees that if tl1e appointment of any person mentioned in paragraph (i) above ceases to be effective, the Customer shall immediately appoint another company incorporated in Hong Kong to accept service of process on its beha1f in Hong Kong and, failing such appointment within 15 days, the Bank is entitled to appoint such person by notice to Ute Customer.

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TRADE FINANCE ANNEX l. Intcrpret.1tion (a) In tltis Annex: "Discrepancies'' has its meaning defined in Clause 6(b) of this Annex. "Documents., means any documents, drafts and/or bill of exchange. (b) For the avoidance of doubt: (i) "assets" a~ used in this Agreement also includ~s all goods, bills of exchange., promissory notes and negotiable instruments of any description, all bills of lading, dock warrants, delivery orders. warehouse warrants and receipts and other documents of title or documents relating to goods; and (ii) the obligations of the Customer under Clause 10 (Indemnity) cover any liability, cost, expense or loss incurred by the Bank . in connection with any guarantee or indemnity given by it as contemplated in this Annex. ;l 2. Letters of credit All letters of credit issued or to be issued by the Bank at the request of the Customer are subject to the Bank"s usual renns and conditions generally applicable in the geographical area where such credit is to be established. 3. Trust receipt 1l1e Bank may deliver or cause to be delivered to the Customer any goods or document• relating to goods pledged to the Bank or over wltich the Bank bas a lien. On the Bank's delivery of such goods or documents, the Customer shall execute and deliver to the Bank trust receipts in form and substance acceptable to the Bank together with such other documents as the Bank may require. 4. Collection If the Bank: (a) makes any coUection on any Documents at the request of the Customer and credit has been given by the Bank to the Customer against those Documents; or (b) accepts any Documents as cash settlement of any of the Customer's obligations to the Bank, such credit or settlement shall be conditional upon the Bank"s receipt of full payment in immediately available and freely disposable funds on the relevant Documents, failing which the Customer shall reimburse the Bank on demand the fuU amount of the credit so given or settlement so made. 5. Pre-export Loan (a) If the Customer applies for a pre-export loan from the Bank. the Customer undertakes to present to the Bank the Documents for negotiation properly drawn and conforming to the terms of the letter of credit referred to in such application as soon as available and in any case not later than the date fixed in tile Customer's application as approved by the Bank. (b) If tl1e Customer does not deliver the Documents to the Bank on or before the date refetTed to in paragraph (a) above, the Customer shall immediately pay to the Bank in full all advances made by the Bank pursuant to the relevant pre-export loan together with interest accrued on them. 6. Negotiation and pnrcbase of documents and drafts relating to letters of credit If die Bank, upon the request of the Customer: (a) makes payments in negotiating or purchasing from the Customer any Documents relating to letters of credit; and (b) discrepancies e:>List between the Documents presented and the tenns of the applicable letters of credit ("Discrepancies'"), the Customer agrees to refund to the Bank, immediately upon demand by the Bank, all moneys paid by the Bank in respect of such Documents. 7. Guarantee or indemnity issued in connection with Letters of Credit (a) The Bank may, but is not obliged to, at the request of the Customer, countersign or issue or authorise its correspondents to countersign or issue letters of guarantee or letters of indemnity covering Discrepancies. (b) The Customer shall, immediately upon demand, pay to the Bank all moneys paid by the Bank arising out of the non-acceptance of {?? or the non-payment in connection with any Documents. \;~ c 8. Guarantee or indemnity covering release of goods (a) The Baak may, but is not obliged to. at d1e request of the Customer, countersign or issue letters of guarantee or letters of indemnity covering the release of goods without production to shipping companies and/or their agents and/or forwarding agents of the relevant bills of lading or other document> of title. (b) The Customer further undertakes that: (i) it will usc its best efforts to obtain ti1e bills of lading and/or other documents of title to the goods referred to in paragraph (a) above; and (ii) upon receipt of the bills of lading and/or other documents of title referred to in paragraph (a) above, the Customer shall deliver them to the Bank and procure the release of 1he Bank from any guamntec or indemnity given by it under paragr-aph (a) above and lhe return of the relevant guarantee or indemnity to the Bank for cancellation.

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(c) The Customer authorises the Bank to endorse in the Customer's name all relevant bills of lading so that such bills of lading may be delivered directly by the Bank to shipping companies and/or their agents and/or forwarding agents. (d) In the case of shipmenl> under letters of credit and in order ro facilitate lhe endorsement by the Bank under paragraph (c) above, the Customer shall disregard all Discrepancies and accept all the Documents presented under the relevant letter of credit. 9. Cash cover for guarantees and indemnities The Customer shall, on demand by the Bank, deposit witl1 the Bm1k such sum or sums equal to the Bank's obligations in respect of the le.tters of credit, letters of guarantee or letters of indemnity given by the Bank without regard to whether the Bank has been demanded to pay underthe letters of cret!it, letters of guurantee or letters of indemnity during the time the liabilities under such letters of credit, letters of guarantee or letters of indemnity are outstanding until they are released and returned to the Bank. 10. Location of goods The Customer shall immediately upon request by !he Bank from time to time provide the Bank wilh written details of all of the goods of the Customer whether or not in its possession or stored in warehouses or godowns or elsewhere or in the possession of persons other than the Customer together with the details of tl1e location of such goods. 11. Insurance (a) The Customer shall maintain insurance cover against losses or damages with financially sound and reputable insurers acceptable to tile Bank with respect to the goods, shipping document.<;. warrdllt~. documents of title and other items of value in connection with ru1y business the Customer may have with the Bank. (b) The amount due under any insurance maintained by the Customer under paragraph (a) above shall be paid to: (i) in the case of loss or destruction, the Bank: and (ii) in the case of damage. unless otherwise agreed by the Bank, be .applied ln repairing or reinstatiog the insured property. (c) The Customer authorises the Bank to collect the amounts due under any policy or policies of insurance. (d) The Customer shall, immediately upon request, lodge with t11e Bank all evidence ohuch insurance (including policies and premium receipts) with the Bank's interest in such insurance duly endorsed. (e) If the Customer fails to effect or maintain any such insurance or in producing any policy to the Bank or if any insurance effected by the Customer is, in the Bank's opinion, insufficient, tl1e Bank may effect such insurance and in such sum as it thinks fit. All moneys expended by the Bank for such insurance shall be paid forthwith to the Bank by the Customer. "l 12. Exoneration (a) Neither the Bank nor any of iL~ agents shall be responsible for: (i) the discrepancy, description, quality, quantity, value or delivery of any goods; (ii) the correctness, genuineness, regularity or validity of any Documents; (iii) general or particular conditions stipulated in any Documents; or (iv) any delay or deviation from instructions relating to shipments. (h) The Bank and/or its agent, acting bona fide and in accordance with it.~ normal policy or practice. is entitled to honour drafts drawn under any letter of credit opened by the Bank at the request of the Customer notwithstanding that the Bank and!o r its agents is not obliged or should refuse under such letter ofc redit and/or the applicable edition ofthc Unifonn Customs and Practice for Documentary Credits to honour such drafts on the ground that there are Discrepancies, (c) The existence of Discrepancies of any nature whatsoever shall not affect in any way t11e CtL,lomer's liabilities to the Bank in respect of or arising out of such letter of credit. (d) The Bank is not responsible for any goods, documents or items .in its possession beyond the exercise of reasonable care and is not liable in any way for the default or negligence of any duly selected agent or correspondent or for any loss in transit. (e) The Bank further agrees that in receiving any items for deposit or collection, the Bank assumes no responsibility for them beyond the exercise of reasonable care and the Bank shall not be liable in any way wbat,oever for the default or negligence of any duly selected agent or correspondent or for any loss in transit. 13. Expenses (a) The Customershall pay freight, landing and Morage charges and all otl1cr charges and expenses incurred or to be incurred in connection with any business between the Bank and the Customer. (b) The Customer shaU, imme.diately upon demand by the Bank, provide the Bank with funds to meet all charges and disbursements inducting commission, interest and charges.

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SCHEDULE Date of this Agreement: Details of Customer: Trade Finance Annex (please see Clause 24): Details of Process Agent of the Customer (if applicable-see Clause 26 (b)): ******************** Customer

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ro: Bank of America, BankofAmerica ~ National Association ~ Incorporated in U.S.A. with Limited Liabiiity CONTINUING GliARA,\ITEE THIS IS AN t\IPORT:\'iT DOCDIE:\T. SH;'i ONLY IF YOU !NTEJIID TO liE llOl!l\D 6\' IT The il>llowing l~rms and conditions art· agreed bdwccn the person(>) executing this Guarank'C as guanmtor (the "Guarantor") and B:mk u!'Amcrit:a, National Associatitm (the ''Bank" which includes all the branches and offkes of Bank of America, :\ational Association whcrewr situat.:d and its successors and assigns) on the date spccif'icJ in the Sdtcdule to this Ciuarantce. I. Interpretation (a) ln this Guarantee: ( i l "Debtor" means the person( s) identified as -;uch in the Schedule; (ii) "Guaranteed Obligations" m~ans. in r~spcct of a Debtor, all pa>t, present and future liabilitks of whatever nature of that Debtor to the Bank \\hethcr ;lctual. contingent. joint and/or scvc:ral or otherwise: I iii) "Limit" means. in respect of a Debtor. the amount specified as such opposite its name in the Schedule or. in respect of all Debtors. the amount spccilicd as such opposite the reference to "all Debtors" in the Schedule: I iv) a Clause or Schedule is a reference to a clause of or a schedule to this Guamntcc: ( v) a p.:rson includes an individuaL a company. partnasltip or body unincorpomtc and its successors and assigns: (vi) unless the context othcmisc requir"s. words imponing the singular include the plural and ,-ice VCNI :md the ueutc'r gender indw.lcs the other genders: I vii) a docum~nt is a rcli:rcncc to that document m; amended or 'tipplcmcnted: and (viii) if the Bank considers that a payment in r~spcct of any Guarantc~d Obligation is capable of being aYoidcd or otherwise set aside on the bankmptcy, liquidation or administration or supcrdsion of the person making that payment or otherwise. then that amount shall not be considered to have been irrevocably paid for the purposes of this Guarantee. (b) I fthis Guardlltcc is executed by more tlwn one person as Guarantor. the obligations or each Guarantor under this Guarantee arc joint and several. (c) The h.:adings in this Guarantee are for conwnicncc only and arc to be ig:nurcd in construing this Guarantee. (d) Wh~rc the Debtor or the Guarantor consist~ of partners, tTustecs or joint account hol acknowkdgc. the Guarantor will immediately on demand by the Bank pay that amount as if the Guarantor instead of that Debtor were expressed to be the principal obligor: and (c) indemnifies the Bank on demand against any loss or liahilit} sutkrcd by it if any ofth~ Guarantc>cd Obligations is or becomes unenlc>rccable, invalid or illegal. 3. Default interest lftltc Guarantor fails to pay in full the sum demanded ii·om it under Clause 2 ((iuanmtce), the Guarantor will pay interest from the date l>f demand on tltc outstanding sum (both before and after any judgement) at the same rate as that payable (or deemed payable) by a Debtor in respect of its (iuaramccd Oblig;llio!L<; . .f. Limit on the amount of the Guaranteed Obligations (a) TI1is Guamntcc is a guuramce for all Guaranteed Obligations but if a Limit is specified in the Schedule in respect of a Debtor or all Debtors. the amount payable by the Guarantor in respect of the Guaranteed Obligations of that Debtor or. "-'the case may be, all Debtor~ i,; limited In the aggrt:gatc of: (i) in respect of the principal amount of those Guamntccd Obligations ,md subject to paragraph (b) below. the applicable Limit; and f ii) imerest. principal consisting of capitalised interest, commission. banking and other charges and expenses comprised in those Guaranteed Obligations which accrue or arc incurrc' of any Dcbwr is unlimited: and tii) if no limit i> specified in the Schedule in respect of a Debtor. the amount payab!t: by the Guamntor in rc,pcct of the Gucs \\hich continue to accrue in rc>pcct of those Guaranteed Obligations afkr th.: Cut·oiT Date) including: (i) advances made by the Bank at any time pur>uant to any commitment provided by it to the D~btor bd(>rc the Cut-oll'Datc: Iii l any bills of exchange. cltcque;, promtssory notes and any other instruments dated bdorc the Cut-olf Date: I iii) any ( iuamnteed Obligations incurred bd(JTc the Cut-otT Date but mature alkr that date; and

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6. Concinuing guarantee (a) This Guaramc~ i> a continuing security ;md shall not be satisfied by any intcnncJiatc payment or discharge of the 11hok or any part oft he (luarantccd Obligations of a Debtor hut shall secure th~ ultimate balance of those Guaranteed Obligations. (b) If for any reason the security con>titutcd by this Guamntcc ceases to be J continuing security in respect of a Debtor. the Bank may open a new account with or continue any existing account" ith that Ddllor and the liability oftll:lt Debtor in respect of irs Guamutccd Obligations at the date of mch ces;,;uion shall remain r(•gardless of any payments in or out of any such account. 7. ncinstatemcnt (a) \\-ltcre any discharge is made in I' hole or in part or any armngcment is made on the t;tith oLmy payment. security or other disp(>Sition which is avoided or must be repaid on in.solvency.liquitlati11n or otherwise without limitation. the liability of the Guarantor under this Guarantee shall continue as if the discharge or arrangement had not occurred. (b) The Bank may concede or C<>mpromisc any claim that any payment. security or nther disposition is liabk 10 aroidancc or restoration. 8. ){<'presentations and warranties ta) The Guarantor represents and \\mrants to the Bank that: (i) the Guarantor has the legal capacity and pow..:rs to execute and pcrt(Jml this Guarantee and ifth~ GuarJntor is a limited liability eomp~ny, it is a limited liability company. duly incorporated and \·a Ii dly e~isting under the laws of the jurisdiction of its incorporation: ( ii) th~ Guarantor has taken all necessary action to authori>e the entry into.pcrfonnanc..: and delivery t1fthis G uarantce: (iii) this Guaram..:c constitutes legal. valid and binding obligations of the Guarantor in accordance with its terms; (iv) this Guarantee dnes not and will not breach any agreement by which the Guamntor is bound or. if the Guarantor is a limited liability wrnpany. its constitutional documents; ~nd (r) all necessary consents and authc>risarions in respect of this Guarantee have been obtained and ar~ in full force. (b) The representations and wan~mties set out in pamgmph (a) above arc deemed to be repeated by the Guarantor on each day during the period in which any of the Guarant~cd Obligations is or may be outstanding with n{crcncc to the facts and drcumstanccs then existing. 9. Preservation of the Bank's rights Following the discharge of all the Guaranteed Obligations of a Debtor. the Bank may retain this Gt•arantec ;md any security held by the Bank in respect of the Guarantor's liability under this Guarantee for a further period of se,·en month.' or, if the Bank or the Guarantor is an associate of a Debtor for the purposes of sections 49 to 51 A of the Bankruptcy Ordinance (Cap. 6, Laws off-lung Kong). 25 months and. if that Debtor becomes insolvent during thut period the Bm1k may further retain this Guarant~e anti that 'ccurity until the Bank is satisfied that the !Jank will not have to make any repayment under any in~olvcncy laws or rc~'lllations. II!. Arrangements with the Debtor and others; other security The obligations of the Guanuuor under this Ouar.mtcc 'hall not be ail"ect~d by any matter or thing which but tor this provh;ion might operate to aticct such obligations including without limitation (a) any time or indulgence granted to or composition with any Debtor or any other person. (b) the taking, V'.Jriation. renewal ubscqucntly ltdd by the £lank in respect of any Guaranteed Obligation:;. 1:;. Payment taJ Place: All payments by the Guarantor und.:r thi, Guarani.:~ will be made to the Bank wits acct•unt at su~h olricc or hank as it may notify to the Guaramor for this purpose. (b J Funds: Payments under this GuarJntcc to the Bank will h~ made for Htlue on the due date at such times and in such fund.; as the Bank may specify to th~ Cuarantor as bt:ing ~u-;tomury at !he time fix the sdikmcnt oftrans3ctions in 1hc n.:le\'ant .:urrcncy.

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16. Currenc~· ind~nmily (a) If the Bank r~ccivcs an anwunt in rc>p~ct of the Guarantor's liability to the B:mk or if that li.bility is comwtcd into a claim. proof.juJgzm,nt or order in a currency other than the currcnL'j (the "contractual currency"! in which the amount i> exprc»cd to be payable: (il the Gua.rJntor shall indcmnil'y the Bank as an independent obligation against any loss "r liability arising 0ut of or as a result of the convcrston; (iiJ ift11e amount reccivL·d by the Bank. when comcrtcd into the L'ontractual cuncncy at a mmkd r.nc in the usual course of its husin..:ss is kss than the amount owed in tile cnntradual currency. the (iuarantor shall f(,rlhwith on tkmand pay to th.: Bmzk an amnunt in th~ contracllml currency <'qual to lhL' deficit; and I iii) the Guarantor shall pay to th~ B;mk t(>rthwith on demand any exchange cnsts and ta.\cs payable in connection with any such comcrsion. (b) The Guarmnor wai\'Cs any right it may ha1 c in any jurisJicti0n to pay any amount owing to the f.lank in a currency other than that in which it is expressed to he payable. 17. Tax (a) All payments to be made by the Gu make such a payment suhj,·ct to the deduction or withholding of tax. If any tax or amounts in respect <'f t&x must h~ d~ductt(l or any oth·~r Jctluc!Ions must be made, from any amounts payable or paid b) the Guamntor under this Ciuarant<'C, u will pay :r similar charges within 30 days alkr the due date tilr each sttch payment. ~ · 18. E\·idence and calculation Any ccrtiflcatc or detcnnination by the Bank of a mte or amount umkr lhb Guarf its rights under the general law; and (c) may be waived only in writing and spc.:ifically. Delay in exercising or non-~x~r,ist: oLmy such right is not a waiver of that right. 21. Set-off (a) The Bank mav set otfanv matun.:tl ohlil!alion mwtl bv each Guarantor under this Guarantc~ to the Bank Ito the extent bcnd'iciallv own~d bv the Bank} againsi any obligiltion (whether tatctL mav be made hv lcltcr or iizcsimile. Any such notice will be deemed to be given '" fi:>llows: ' ~ ~ • ( i) if by let!cr, whc·n delivered personally or when sent hy prepaid post. two working days following that on which it was so posted: and (ii) if by facsimile, when confinncd by an activity report tonfirming the facsimile number to which ,;uch notice was sent. the numl><.:rofpagcs tran.>mitted and that such transmission Wf any other pru;·ision of Ih i;; Guarantee: t>r tb) th0 validity or enforceability in other jurisdictions of that or any other provision ol' this Guarantee. 25. Governing Law This Guar~mtce is go\'enH:J by and construed in accordan~:~J with laws (lfthc Ilong Kong Special.r\dmini:'trativc Region ("Hong Kong"). 26 ..J urisdiction {a) The Guarantor agre~~ that th~.~ court~ off long Kong hm'G jurisdiction t~) sdth: any di.')puh.·s in cmJitt:dion -..vith this Guarant..:~ and :JCCor<.fingly submits tet the non-cxclusi\\: jurisdiction of the Il ong Kong courts. tb) If the Gtwr;mtor ;, not ordinarily resident in Hong Kun~ or ;1 company incorponltcd umkr the laws ofllong Kong or a foreign "omp:my rcgistL'rod under section 333 of lh~ Companies Ordinanc~ (Cap.32. Law5 of Hong Kong), without pt'l:judic~ to any other mod~ of sen iLt:>, thl.! Guarantor:

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SCHEIWLE Date of this Guarantee: r----..,-----------'--------------------- Date oft~s Guarantee: 13 APRIL 2011 ,> Details of the C.uarantor: ,:, CHINA FISHERY GROUP LIMITED 1\ (ll Na4c: ;] Typjl: :i!lotooxop~K\xlr i Limit~d liability Company-' eoooKOtllip (pfcase delete if inapplicable) ·>t· I !1 ROOM 3201-10 32/F HONG KONG PLAZA _186 CONNAUGHT ROAD WEST I '·! Aq<1jfcs s: HONG KONG l i .., ' 28577754 Facsimile: : ~~ ';I . :l: (2) Na~p: i 'J ~ ~~ ·r.VJl~< Sole Proprietor! Limited Liability Company i Partnership (pkasc delete ifinappllcablcf Il Ad_~_-_: l'l__r__s _ _ ; l J Facsillnilc: i~ Na~~ t3l \r ------------- Typ~H Sole Proprietor! Limited Liability Company f Pat1ncrship (plca,;e delete_ if inapplicable) '.! i1 (4) Type;:! Sole Proprietor/ Limited Liability Company/ Partnership (pl~w>~ delete if inapplicable) I :d Addre~: l i 'i ": I Facsini)Ie: I ;1 !_ ___ l 1

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Debtors: CHINA FISHERIES INTERNATIONAL LIMITED (1) Ni!ffie: ROOM 3201-10 32/F HONG KONG PLAZA 186 CONNAUGHT ROAD WEST HONG KQNG ------------------ SOUTH PACIFIC SHIPPING AGENCY LIMITED (2) N:itnc: ROOM 3201-10 32/F HONG KONG PLAZA 186 CO AUGHT ROAD Address: WEST HONG KONG t3) Name: ' Address: Limit (please see Clause 4): Debtor(!);) ,, : 't Debtor (2'):; All Debtors! ----------------------------------- Details of Process Agent of the Guarantor (if applicable-see Clause 16 (b)): PACIFIC ANDES FOOD (HONG KONG) COMPANY LIMITED Name of Coinpany: ROOM 3201-10 32/F HONG KONG PLAZA 186 CONNAUGHT Registered o~kc in Hong Kong: ROAD WEST HONG KON~GL-------~--------------------28577754 Facsimile: ** ** ** * ** * * * * "'*** oi<**

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Guarantor (I) Si.~aturc: (2) Ex,cutcd as a deed by Guarantor !2): Sign~turc: Name of signatory: LS Si!,'ll~turc: N 'un~ of si!,'llatory: (3) ExetiJ!Cd as a deed by Guarantor (3): Name'or signatory: --------------·--·-----------·------- Signal!lrc: :-\arne C>f signatory: !4) Exccut\!t! as a d~ed by Guarantor (4); Signmtire: \amc qr signatory: I~ \ L.S / Signature: ----------- ............................ . ~~/ :\am~ of signatory: ----------------··-----·------- '-------------- Witness Witnc.~s·. Signature: __________ !'rim Witness' Name: YIP KWOK- K-U-EN- --------------· .. ________ .,_ __ _

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Bank of America, To: National Association Incorporated in U.S.A. with Limited liability CERTIFIED COPY OF BOARD RESOLUTIONS AUTHORISING A COMPANY TO EXECUTE A GUARANTEE In consideration of Bank of America. National Association ("Bank" which e:tpression includes all branches and offices of Bank of America, National Association wherever situated and its successors and assigns) making or continuing to make advances or banking facilities available to the person or persons set out in paragraph 3 of the Schedule to these Resolutions ("Debtor" and if more than one person is set out in paragraph 3 as Debtor, "Debtor" means all or any of them) or allowing the Debtor time for repayment. the company set out in paragraph I of the Schedule to these Resolutions ("Company") agrees to grant a guarantee in favour of the Bank in form and substance satisfactory to the Bank (''Guarantee"). At a duly convened meeting of the Directors oftl1c Company held at the place and time set out in paragraph 2 of the Schedule to these Resolutions ("Meeting") and at which a copy of the Guarantee was tabled: !. [twas noted that due notice of the Meeting had been given to all Dire<;tors of the Company and a quorum was acting throughout. 2. It was noted and/or confirmed that: (a) all the Directors present at the Meeting had declared their relevant interests (if any) in the business to be transacted at the Meeting and were entitled to vote and be counted in the quorum at the Meeting in accordance with the articles of association or other constitutional documents of the Company and the applicable laws and regulations; (b) the sharcholding relationship between the Debtor and the Company is set out in paragraph 4 of the Schedule to these Resolutions; and (c) the Company '-

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SCHEDULE I. Details ofthe_Company CHINA FISHERY GROUP LIMITED ~ Full name of the Company: ................................................................................................................................................................................................ . Place of incorporntion: ...........9 .~X~N. ....: J:.~-~-~-Nl?.§. ............................................................................................................................................ . 2. Details of meeting - . ROOM 3201-10 32/F HONG KONG PLAZA 186 CONNAUGHT ROAD WEST HONG KONG Place ofmeetmg. ................................................................................................................................................................................................................. . . 13 APRIL 2011 / Date of meetmg: ............................................................................................................................................................................................................... .. !O:OOAM Time of meeting: ............................................................................................................................................................................................................... . 3. Details of the Debtor CHINA FISHERIES INTERNATIONAL LIMITED Full name of Debtor (I): ........................................................................................................................../ .. ............................................ :. .................. . Full name of Debtor (2): ..~ .9.Y.!F!. ... ~~~-~t~.9. ... !?.~-~-~-P.g~g ___ ~q-~~gX ... ~!~!r..~.J?.. .... /. ................................................................ .. Full name of Debtor (3): .............................................................................................................................................................................................. . full name of Debtor (4): ............................................................................ ~ ................................................................................................................. . 4. Sbareholding relationship The Debtor is •a wholly-owned subsidiary of the Company I 'XXXXXXOC~

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FORM OF ACCEPTANCE OF APPOINTMENT OF PROCESS AGf:NT Frnw: CHINA FISHERY GROUP LIMITED (\ Dnk. 13 APRIL 2011 ROOM 3201-10 32/F HONG KONG PLAZA 186 CONNAUGHT ROAD WEST HONG KONG To PACIFIC ANDES FOOD (HONG KONG) COMPANY LIMITED ROOM 3201-10 32/F HONG KONG PLAZA/ 186 CONNAUGHT ROAD WEST HONG KONG .A tH!ni ion: Dc--1r Sir.t..., Wr; ~g.rr;~ 10 app<:( '''1t beluw to retei\·e on ollrbeh3lf~ervil'\' of pm,T;s i~sue.d ou! pf du: courts t·f the Houg KonJl Special AdtniniSir~ti vc Region in resp~t oi' any kgal uc tk'n or proccc.dings arising out of or in Willi<"C:Iion w itlt each document set out in 111~ S.:lx.'duln to thh; kiiCl'. l. !jpon r(:-ceipl of mry suc.h oerviw ofproedS ~dd=~.;d to us, you will '!Dour l)cl-,;,[f Hc~cpt such ocrdcc and '~1U notify us by facillnilc at the number ;;et out in thl\: Sclwdullno du!i leltcr{or such m!lcl" m1mb<=T ~maY from rime io time bt: sp;cifJcd lly u• in writing) m the cl'fccl that you lm•e 3o-.:cplcd .ervke of pi'otes.s M QUI: belu!lf. Such ·uolifil.'aliCJillllu>l include the nanlt! of the party is.'!Uingln:; pn>-;ecdings, the dste ~pon whicl1 you accep:ed s.:rvke nfproelissll!ld the date (ifan}·) by which n<:til:ul mmt be mkeu !tliii'Cid joogenu:nl being ~mered again.~lus ir: ddltult of acknowl~t:=ent <:>f 'Sef\'icC. 2. t'nllowi.ng sud1 notitlcation by J'a~simllc )'DU wiU ~ontitm rhc ncccprance to u~ by Jlilll U•irm:!illfsucil «!llfinilatioo i!) !)P~Iwl tte""by wuy rtf Ol'cr.pl.;ltK'~ of1hi~ opp\lintnwnl, we wilt notify !be ol!Ju part:r(ic:<) 1\> <:r· ,,r ~uch dHplkaft,) ,,f y~>u.-""~eptan"e of your ~T'flilir

38

EXHIBIT 2

39

BY HAND, BY POST AND BY FAX To: China Fisheries International Limited (CFIL) South Pacific Shipping Agency Limited (South Pacific and, together with China Fisheries, the Obligors) Room 3201-10 Hong Kong Plaza I 86 Connaught Road West Hong Kong Fax number: 2857 7754 For the attention of: Mr. Dennis Chan Copy: China Fishery Group Limited as guarantor of the obligations of the Obligors to the Bank (as defined below) Room 320 I-I 0 32/F Hong Kong Plaza 186 Connaught Road West Hong Kong Fax number: 2857 7754 For the attention of: Mr. Dennis Chan 23 November 20 I 5 Dear Sirs, US$35,000,000 facilities made available to the Obligors by Bank of America, N.A. (the Bank) pnrsnant to the terms of a facility letter dated 26 Angus! 2014 (the Facility Letter) We refer to: a) the Facility Letter; b) the reservation of rights letter from us to you dated I4 September 20I5 providing our consent to the rollover of the I I September Advance (as defined in that letter) on the terms set out in that letter; c) the second reservation of rights letter from us to you dated 25 September 20I5; and d) the emails and correspondence between our Mr Alan Wong and your Mr Dennis Chan and Mr Timmy Yip documenting the terms on which we agreed to rollover loans in an aggregate principal amount of US$I6,000,000 advanced to CFIL under the Facility Letter to I9 November 2015 (the Rollover Correspondence). Capitalised terms used in the Facility Letter shall have the same meaning when used in this letter. Demand for payment There has been no further rollover of the loans maturing on I9 November 20I5 and accordingly those sums are now due and payable together with the aggregate amount of the LC backed loans that matured on 6 October 20I5. 23 November 2015

40

Pursuant to clause 2(a) (i) (Repayment on demand and cancellation) of the General Terms for Commercial Business to which the Facilities are subject (in accordance with clause 7 (Other conditions) of the Facility Letter) (the General Terms), the Bank hereby demands immediate repayment of all monies which are owing to the Bank by the Obligors. As at close of business on 20 November 2015, the following amounts are outstanding and remain unpaid under the Facility Letter: (a) the principal amount of the loans outstanding: US$27,885,960.59; and (b) all other fees, costs and expenses (including legal fees) payable by the Obligors in accordance with clause 12 (Expenses) of the General Terms. Interest, fees, costs and expenses (including legal fees) will continue to be incurred in connection with the Facility Letter and will be for the account of the Obligors in accordance with clauses 4 (Interest) and 12 (Expenses) of the General Terms. On 20 November 2015, the Bank exercised its power of set-off and applied US$363,779.41 in partial satisfaction of sums due to the Bank. The principal amount referred to above is the figure owed after such set-off. Reservation of Rights It is, however, important that we be clear that any commercial discussions or prior agreement to rollover did not and does not amount to any waiver of any of our rights. Accordingly, please note that: (c) no failure to exercise, nor any delay in exercising, on the part of the Bank, any right or remedy arising at law or under the Facility Letter or any document entered into under or in connection with the Facility Letter will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Facility Letter or any document entered into under or in connection with the Facility Letter are cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically; and (d) the Bank reserves any right or remedy it may have now or subsequently. This letter is governed by Hong Kong law. Yours faithfully, ......... ...... ....... .. ~t:i ~ For BANK OF AMERICA N.A. 2 23 November 2015

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EXHIBIT 3

42

BY HAND, BY POST AND BY FAX To: China Fishery Group Limited as guarantor of the obligations of the Obligors to the Bank (as defined below) Room 3201-10 32/F Hong Kong Plaza 186 Connaught Road West Hong Kong Fax number: 2857 7754 For the attention of: Mr. Dennis Chan 24 November 2015 Dear Sirs, US$35,000,000 facilities made available to China Fisheries International Limited (CFIL), South Pacific Shipping Agency Limited (South Pacific and, together with China Fisheries, the Obligors) by Bank of America, N.A. (the Bank) pursuant to the terms of a facility letter dated 26 August 2014 (the Facility Letter) We refer to: a) the Facility Letter; and b) the continuing guarantee provided by you in respect of all past, present and future obligations of whatever nature of each Obligor to the Bank, whether actual, contingent, joint and/or several or otherwise dated 13 April2011 (the Guarantee). Capitalised terms used in the Guarantee shall have the same meaning when used in this letter. Demand under the Facility Letter Pursuant to various correspondence between our Mr Alan Wong and Mr Dennis Chan and Mr Timmy Yip ofCFIL, we agreed to rollover loans with an aggregate principal of US$16,000,000 advanced to CFIL pursuant to the Facility Letter to 19 November 2015. There was no further rollover of the loans maturing on 19 November 2015 and accordingly those sums are now due and payable together with the aggregate amount of the LC backed loans that matured on 6 October 2015. Pursuant to clause 2(a)(i) (Repayment on demand and cancellation) of the General Terms for Commercial Business to which the Facilities are subject (in accordance with clause 7 (Other conditions) of the Facility Letter) (the General Terms), on 23 November 2015 the Bank demanded immediate repayment of all monies which are owing to the Bank by the Obligors (the Borrower Demand). A copy of the Borrower Demand is attached as a schedule to this letter. Demand under the Guarantee Pursuant to clause 2 (Guarantee) of the Guarantee, the Bank hereby demands immediate payment of all monies which are owing to the Bank by the Obligors. As at close of business on 20 November 2015, the following amounts are outstanding and remain unpaid under the Facility Letter: 24 November 2015

43

(a) the principal amount of the loans outstanding: US$27,885,960.59; and (b) all other fees, costs and expenses (including legal fees) payable by the Obligors in accordance with clause 12 (Expenses) of the General Terms. Interest, fees, costs and expenses (including legal fees) will continue to be incurred in connection with the Facility Letter and the Guarantee and will be for the account of the Obligors iii accordance with clauses 4 (Interest) and 12 (Expenses) of the General Terms and clause 3 (Default il1terest) of the Guarantee. On 20 November 2015, the Bank exercised its power of set-off and applied US$363,779.41 in partial satisfaction of sums due to the Bank. The principal amount referred to above is the figure owed after such set-off. Reservation of Rights Please note that: (c) no failure to exercise, nor any delay in exerc1smg, on the part of the Bank, any right or remedy arising at law or under the Facility Letter, the Guarantee or any document entered into under or in connection with the Facility Letter or the Guarantee will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Facility Letter, the Guarantee or any document entered into under or in connection with the Facility Letter or the Guarantee are cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically; and (d) the Bank reserves any right or remedy it may have now or subsequently. This letter is governed by Hong Kong law. Yours faithfully, ........ .... ............. . b~ ~ For BANK OF AMERlCA N.A. 2 24 November 2015

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SCHEDULE 3 24 November 2015

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BY HAND, BY POST AND BY FAX To: China Fisheries International Limited (CFIL) South Pacific Shipping Agency Limited (South Pacific and, together with China Fisheries, the Obligors) Room 3201-10 Hong Kong Plaza I 86 Connaught Road West Hong Kong Fax number: 2857 7754 For the attention of: Mr. Dennis Chan Copy: China Fishery Group Limited as guarantor of the obligations of the Obligors to the Bank (as defined below) Room 320 I-I 0 32/F Hong Kong Plaza 186 Connaught Road West Hong Kong Fax number: 2857 7754 For the attention of: Mr. Dennis Chan 23 November 20 I 5 Dear Sirs, US$35,000,000 facilities made available to the Obligors by Bank of America, N.A. (the Bank) pnrsnant to the terms of a facility letter dated 26 Angus! 2014 (the Facility Letter) We refer to: a) the Facility Letter; b) the reservation of rights letter from us to you dated I4 September 20I5 providing our consent to the rollover of the I I September Advance (as defined in that letter) on the terms set out in that letter; c) the second reservation of rights letter from us to you dated 25 September 20I5; and d) the emails and correspondence between our Mr Alan Wong and your Mr Dennis Chan and Mr Timmy Yip documenting the terms on which we agreed to rollover loans in an aggregate principal amount of US$I6,000,000 advanced to CFIL under the Facility Letter to I9 November 2015 (the Rollover Correspondence). Capitalised terms used in the Facility Letter shall have the same meaning when used in this letter. Demand for payment There has been no further rollover of the loans maturing on I9 November 20I5 and accordingly those sums are now due and payable together with the aggregate amount of the LC backed loans that matured on 6 October 20I5. 23 November 2015

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Pursuant to clause 2(a) (i) (Repayment on demand and cancellation) of the General Terms for Commercial Business to which the Facilities are subject (in accordance with clause 7 (Other conditions) of the Facility Letter) (the General Terms), the Bank hereby demands immediate repayment of all monies which are owing to the Bank by the Obligors. As at close of business on 20 November 2015, the following amounts are outstanding and remain unpaid under the Facility Letter: (a) the principal amount of the loans outstanding: US$27,885,960.59; and (b) all other fees, costs and expenses (including legal fees) payable by the Obligors in accordance with clause 12 (Expenses) of the General Terms. Interest, fees, costs and expenses (including legal fees) will continue to be incurred in connection with the Facility Letter and will be for the account of the Obligors in accordance with clauses 4 (Interest) and 12 (Expenses) of the General Terms. On 20 November 2015, the Bank exercised its power of set-off and applied US$363,779.41 in partial satisfaction of sums due to the Bank. The principal amount referred to above is the figure owed after such set-off. Reservation of Rights It is, however, important that we be clear that any commercial discussions or prior agreement to rollover did not and does not amount to any waiver of any of our rights. Accordingly, please note that: (c) no failure to exercise, nor any delay in exercising, on the part of the Bank, any right or remedy arising at law or under the Facility Letter or any document entered into under or in connection with the Facility Letter will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Facility Letter or any document entered into under or in connection with the Facility Letter are cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically; and (d) the Bank reserves any right or remedy it may have now or subsequently. This letter is governed by Hong Kong law. Yours faithfully, ......... ...... ....... .. ~t:i ~ For BANK OF AMERICA N.A. 2 23 November 2015

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