HTML Document View

Full title: Statement / Redline of Fifth Amended Joint Chapter 11 Plan of Reorganization of China Fishery Group Limited (Cayman), Pacific Andes Resources Development Limited (Bermuda) and Certain of Their Affiliated Debtors filed by John E. Jureller Jr. on behalf of China Fishery Group Limited (Cayman). (Jureller, John)

Document posted on Jan 11, 2022 in the bankruptcy, 73 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Entire Agreement ……………………………………………………………….42 14.12 Notices ………………………………………………………………………….42 iv The following joint chapter 11 plan of reorganization pursuant to section 1121(a) of the Bankruptcy Code is proposed by the following debtors: CFGL Plan Debtors: China Fishery Group Limited (Cayman), Smart Group Limited (Cayman), Grand Success Investment (Singapore) Private Limited (Singapore),The Plan Administrator, may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, offset or recoup against any Allowed Claim and the distributions to be made pursuant to this Plan on account of such Allowed Claim any and all Claims, rights, and Retained Causes of Action that a Plan Debtor or its successors may hold against the holder of such Allowed Claim; provided, that neither the failure to effect a setoff or recoupment nor the allowance of any Claim hereunder will constitute a waiver or release by a Plan Debtor or its successor of any Claims, rights, or Retained Causes of Action that such Plan Debtor or its successor or assign may possess against such holder.Any holders of Claims arising from the rejection of an Executory Contract or Unexpired Lease for which Proofs of Claims were not timely filed as set forth in paragraph (a) above shall not (i) be treated as a creditor with respect to such Claim, (ii) be permitted to vote to accept or reject this Joint Debtor Plan on account of any Claim arising from such rejection, or (iii) participate in any distribution in the Chapter 11 Cases on account of such Claim, and any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed with the Bankruptcy Court within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Plan Debtors, the Estates, or the property for any of the foregoing without the need for any objection by the Plan Debtors or Plan Administrator, as applicable, or further notice to, or action, order, or approval of the Bankruptcy Court or any other Person, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully compromised, settled, and released, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. On and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over all matters arising in, arising under, and related to the Chapter 11 Cases for, among other things, the following purposes: (a) to hear and determine motions and/or applications for the assumption or rejection of Executory Contracts or Unexpired Leases and the allowance, classification, priority, compromise, estimation, or payment of Claims resulting therefrom; (b) to determine any motion, adversary proceeding, application, contested matter, or other litigated matter pending on or commenced after the Confirmation Date; 44 (c) to ensure that distributions to holders of Allowe

List of Tables

Document Contents

SOLICITATION VERSION UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------x In re : : Chapter 11 CHINA FISHERY GROUP LIMITED : Case No. 16-11895 (JLG) (CAYMAN), et al., : : (Jointly Administered) Debtors. : ----------------------------------------------------------------x REVISED FOURTHFIFTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF CHINA FISHERY GROUP LIMITED (CAYMAN), PACIFIC ANDES RESOURCES DEVELOPMENT LIMITED (BERMUDA) AND CERTAIN OF THEIR AFFILIATED DEBTORS KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP Tracy L. Klestadt John E. Jureller, Jr. Brendan M. Scott 200 West 41st Street, 17th Floor New York, New York 10036 Telephone: (212) 972-3000 Facsimile: (212) 972-2245 Attorneys for the Plan Debtors Dated: December 21, 2021January [19], 2022 New York, New York

1

TABLE OF CONTENTS SECTION 1: PLAN OVERVIEW……………………………………………………………………….1 SECTION 2: DEFINITIONS AND INTERPRETATION ……………………………………………...4 SECTION 3: ADMINISTRATIVE EXPENSE AND PRIORITY CLAIMS …………………………...5 3.1 Administrative Expense Claims …………………………………………………………..5 3.2 Professional Fee and Management Salary Claims ………………………………………..5 3.3 Priority Tax Claims ……………………………………………………………………….6 SECTION 4 CLASSIFICATION OF CLAIMS AND INTERESTS…………………………………...6 4.1 Global Compromise and Settlement of Claims …………………………………………..6 4.2 Intercompany Claims …………………………………………………………………......6 4.3 Classification in General ………………………………………………………………… 6 4.4 Formation of Debtor Groups for Convenience Only……………………………………...7 4.5 Summary of Classification………………………………………………………………..7 4.6 Special Provision Governing Unimpaired Claims………………………………………..8 4.7 Elimination of Vacant Classes…………………………………………………………....8 4.6 Voting Classes; Presumed Acceptance by Non-Voting Classes………………………….9 4.7 Confirmation Pursuant to Sections 1129(a)(10 and 1129(b) of Bankruptcy Code……….9 SECTION 5 TREATMENT OF CLAIMS AND INTERESTS – CFGL PLAN DEBTORS…………..9 5.1 Class 1: CFGL Secured Claims…………………………………………………………..9 5.2 Class 2: Priority Tax Claims………………………………………………………………9 5.3 Class 3: Other Priority Claims ……….……………………………………………….....10 5.4 Class 4: CFGL Unsecured Facility Claims……………………………………………...10 5.5 Class 5: CFGL General Unsecured Claims……………………………………………...10 5.6 Class 6: [Reserved]…………………………………...………………………………….11 5.7 Class 7: Intercompany Claims …………………….…………………………………….11 5.8 Class 8: CFGL Intercompany Claims.. ….………………………………………………11 SECTION 6 TREATMENT OF CLAIMS AND INTERESTS – PARD PLAN DEBTORS ………..12 6.1 Class 1: PARD Secured Claims ………………..………….……………………………12 6.2 Class 2: Priority Tax Claims …………………………………………………………….12 6.3 Class 3: Other Priority Claims ………………………………………………………….13 6.4 Class 4 – Taipei Fubon Term Loan Claims……………………………………………..13 6.5 Class 5 – PARD Bond Claims……....…………………………………………………..14 6.6 Class 6 – CITIC Banking Facilities PARD Claims……....……………………………..14 6.7 Class 7 – Maybank PARD Group Facility Claims ……....……………………………..14 6.8 Class 8 – Standard Chartered PARD Group Facility Claims …………………………..14 6.9 Class 9 – UOB Banking Facility Claims ……………………………………………….15 6.10 Class 10 – Rabobank PARD Group Facility Claims…………………………………….15 6.11 Class 11 – Bank of America PARD Group Facility Claims……………………………..15 6.12 Class 12 – DBS PARD Group Facility Claims…………………………………………..15 6.13 Class 13 – Sahara Loan Claims …………………………………..…..............................16 6.14 Class 14 – PARD General Unsecured Claims …………………………………………..16 6.15 Class 15 – Intercompany Claims…………………………………..…………………….16 6.16 Class 16 – PARD Intercompany Interests……………………………………………….17 6.17 Class 17 – Existing PARD Interests……………………………………………………..17 SECTION 7 MEANS FOR IMPLEMENTATION …………………………………………………..17 7.1 CFG Peru Settlement………………………………………………………………........17 7.2 The Plan Administrator …………………………………………………………………14 7.3 Voluntary Liquidation under Foreign Law ……………………………………………...19 7.4 Compromise and Settlement of Claims, Interests, and Controversies ..………………....20 7.5 Corporate Governance Actions ………………………………………………………….20 ii

2

7.6 Cancellation of Certain Existing Agreements …………………………………………...20 7.7 Release of Liens …………………………………………………………………………21 7.8 Preservation of Rights oof Action; Resulting Claim Treatment ………………………...21 7.9 Corporate Action ………………………………………………………………………...22 7.10 Withholding and Reporting Requirements ……………………………………………...22 7.11 Exemption from Certain Transfer Taxes ………………………………………………..23 7.12 Effectuating Documents; Further Transactions …………………………………………23 7.13 Separability ……………………………………………………………………………...23 SECTION 8 DISTRIBUTIONS ………………………………………………………………………23 8.1 Distributions Generally …………………………………………………………………23 8.2 Postpetition Interest …………………………………………………………………….24 8.3 Distribution Record Date ……………………………………………………………….24 8.4 Date of Distributions ……………………………………………………………………24 8.5 Disbursing Agent ……………………………………………………………………….24 8.6 Powers of Disbursing Agent ……………………………………………………………25 8.7 Delivery of Distributions ……………………………………………………………….25 8.8 Unclaimed Property …………………………………………………………………….25 8.9 Satisfaction of Claims ………………………………………………………………….25 8.10 Manner of Payment under Joint Debtor Plan ……………………………………….….26 8.11 No Distribution in Excess of Amount of Allowed Claim ……………………………...26 8.12 Setoffs and Recoupments ………………………………………………………………26 8.13 Distributions after Effective Date ………………………………………………………26 8.14 Allocation of Distributions between Principal and Interest …………………………….26 SECTION 9 PROCEDURES FOR DISPUTED CLAIMS …………………………………………..26 9.1 Allowance of Claims .………...………………………………………………………...26 9.2 Objections to Claims……………………………………………………………………27 9.3 Estimation of Claims …………………………………………………………………...27 9.4 No Distributions Pending Allowance ……………………………………………….….27 9.5 Payment of Disputed Claims …………………………………………………………...27 9.6 Resolution of Disputed Claims …………………………………………………………28 9.7 Objection to Fee Claims ………………………………………………………………..28 9.8 Claims Resolution Procedures Cumulative …………………………………………….28 9.9 Disallowed Claims ……………………………………………………………………..29 SECTION 10 EXECUTORY CONTRACTS AND UNEXPIRED LEASES ………………………..29 10.1 Rejection of Executory Contracts and Unexpired Leases ……………………………..29 10.2 Cure of Defaults for Assumed Executory Contracts and Unexpired Leases …..29 10.3 Claims based on Rejection of Executory Contracts and Unexpired Leases……30 10.4 Modifications, Amendments, Supplements, Restatements, or Other Agreements …………………………………………………………………………………………..30 10.5 Insurance Policies ……………………………………………………………....31 10.6 Survival of Debtors’ Indemnification Obligations ……………………………..31 10.7 Compensation and Benefit Plans ……………………………………………….32 10.8 Reservation of Rights …………………………………………………………..32 SECTION 11 CONDITIONS PRECEDENT TO EFFECTIVE DATE ………………………32 11.1 Conditions Precedent to Effective Date ………………………………………..32 11.2 Waiver of Conditions Precedent ……………………………………………….33 11.3 Effect of Failure of Conditions to Effective Date ……………………………...33 SECTION 12 EFFECT OF CONFIRMATION ………………………………………………33 12.1 Vesting of Assets ………………………………………………………………33 iii

3

12.2 Subordinated Claims …………………………………………………………….33 12.3 Binding Effect …………………………………………………………………...33 12.4 Discharge of Claims and Termination of Interests ……………………………...34 12.5 Term of Injunctions or Stays ……………………………………………………34 12.6 Retention of Causes of Action and Reservation of Rights ……………………...34 12.7 Releases by CFGL/PARD Plan Debtors ………………………………………..34 12.8 Releases by Holders of Claims and Interests …………………………………...35 12.9 Exculpation ……………………………………………………………………...36 12.10 Injunction ………………………………………………………………………..37 12.11 Solicitation of Joint Debtor Plan ………………………………………………...37 12.12 Ipso Facto and Similar Provisions Ineffective …………………………………..38 12.13 Joint Debtor Plan Supplement …………………………………………………..38 SECTION 13 RETENTION OF JURISDICTION ……………………………………………..38 SECTION 14 MISCELLANEOUS PROVISIONS …………………………………………….40 14.1 Payment of Statutory Fees ………………………………………………………40 14.2 Substantial Consummation ……………………………………………………...40 14.3 Amendments …………………………………………………………………….40 14.4 Revocation or Withdrawal of Joint Debtor Plan ………………………………..40 14.5 Severability of Joint Debtor Plan Provisions upon Confirmation ………………41 14.6 Governing Law ………………………………………………………………….41 14.7 Time ……………………………………………………………………………..41 14.8 Additional Documents …………………………………………………………..41 14.9 Immediate Binding Effect ………………………………………………………42 14.10 Successor and Assigns ………………………………………………………….42 14.11 Entire Agreement ……………………………………………………………….42 14.12 Notices ………………………………………………………………………….42 iv

4

The following joint chapter 11 plan of reorganization pursuant to section 1121(a) of the Bankruptcy Code is proposed by the following debtors: CFGL Plan Debtors: China Fishery Group Limited (Cayman), Smart Group Limited (Cayman), Grand Success Investment (Singapore) Private Limited (Singapore), South Pacific Shipping Agency Ltd. (BVI), China Fisheries International Limited (Samoa), Target Shipping Limited (HK), Ocean Expert International Limited (BVI), Toyama Holdings Limited (BVI), Hill Cosmos International Limited (BVI), Chiksano Management Limited (BVI), Gain Star Management Limited (BVI), Chanery Investment Inc. (BVI), Admired Agents Limited (BVI), Excel Concept Limited (BVI), Metro Island International Limited (BVI), Loyal Mark Holdings Limited (BVI), Mission Excel International Limited (BVI), Superb Choice International Limited (BVI), Growing Management Limited (BVI), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Champion Maritime Ltd. (BVI), Pioneer Logistics Ltd. (BVI), CFGL (Singapore) Private Limited (Singapore), Fortress Agents Ltd. (BVI), and Protein Trading Ltd. (Samoa); and PARD Plan Debtors: Pacific Andes Resources Development Limited (Bermuda), Golden Target Pacific Limited (BVI), Zhonggang Fisheries Limited (BVI), Super Investment Limited (Cayman), and Natprop Investments Limited (Cook Islands); and Capitalized terms used herein shall have the meanings set forth in Appendix 1 below. SECTION 1. PLAN OVERVIEW. A. General Overview. The Plan Debtors are part of the Pacific Andes Group of companies, that once collectively constituted one of the largest seafood companies in the world. The Debtors’ business can be broken down into three groups of entities: (i) the PAIH Group (principally engaged in the production and export of seafood products), whose holding company, Pacific Andes International Holdings Limited (Bermuda), was previously listed on The Stock Exchange of Hong Kong; (ii) the PARD Group (which was principally engaged in global sourcing and supply of frozen seafood products to the international markets); and (iii) the CFGL Group (one of the largest producers and suppliers of fishmeal and fish oil in the world). The events that precipitated these Chapter 11 Cases have also had an impact on those companies in the Pacific Andes Group that are not debtors in these Chapter 11 Cases. The Debtors consist principally of holding companies. Overall, their asset of greatest value was their indirect or direct interests in two Peruvian operating companies which are Non-Debtor Affiliates – CFGI and Corporacion Pesquera Inca S.A.C. The Peruvian Opcos operate the Pacific Andes Group’s anchovy fishing business in Peru and together control a significant percentage of the anchovy fishing quotas fixed by the Peruvian government. Debtor CFG Peru

5

Singapore is the direct or indirect parent of the Peruvian Opcos as well as a number of other subsidiaries. Due to the corporate structure, the business organization and the companies’ operations, the restructuring of the Debtors will be implemented through three separate chapter 11 Plans—(i) the CFG Peru Plan, which was proposed by the Creditor Plan Proponents and previously confirmed by the Bankruptcy Court by CFG Peru Confirmation Order dated June 10, 2021 [Docket No. 2569]; (ii) this Joint Debtor Plan, which addresses and satisfies the Claims of the Joint Plan Debtors; and (iii) the PAIH Plan, which will be submitted separately but contemporaneously with this Joint Debtor Plan, in which the Debtors will address and satisfy the claims of the creditors at the PAIH Group. Under the CFG Peru Confirmation Order, and subject to authorization under U.K. law and Singapore Law, the CFG Peru Plan, inter alia, will distribute the equity of the Peruvian OpCos, as well as certain new notes and Cash, to holders of the Club Facility Claims and the Senior Notes Claims. Further, the CFG Peru Plan is deemed to pay the CFGL Unsecured Facilities Claims (i.e. Club Facility Claim, Senior Notes Claims, Bank of America CFG Facility Claims and Standard Chartered CFG Facility Claims) in full. Accordingly, as related to the PAIH Plan and the Plan Debtors herein, these CFGL Unsecured Facilities Claims are deemed paid in full and shall receive no recovery under this Joint Debtor Plan. 1 This Joint Debtor Plan would pay the creditors of the CFGL Plan Debtors and PARD Plan Debtors not satisfied under the CFG Peru Plan cash from (i) the CFG Peru Settlement Proceeds, (ii) the CFG Peru Administrative Expense Settlement Proceeds and (iii) liquidation of any residual assets (including preserved Claims and Causes of Action). The allocations of value under this Joint Debtor Plan capture distributions to and through Intercompany Claims. As such, Intercompany Claims are satisfied by the payments to the ultimate beneficiary creditors as set forth herein and do not receive additional distributions. Similarly, this Joint Debtor Plan provides for unified recovery and treatment of Claims against all Plan Debtors. The allocations of value considered the presence of guarantees, joint and several liability and other assertions of multiple avenues of recovery. As such, any Claim based on the same obligations or underlying facts will only receive distribution on account of a single assertion of such Claim. Additionally, the CFG Peru Settlement Agreement allocated proceeds in recognition of other rights and causes of action held by certain Debtors or their stakeholders and the Joint Debtor Plan encapsulates such allocation. This Joint Debtor Plan will be pursued as a joint plan. However, the Plan Debtors may declare the Effective Date for certain Debtors prior to the Effective Date for others. 1 If the Effective Date of the CFG Peru Plan has not occurred and the CFG Peru Plan has not been implemented prior to the Voting Deadline or the deadline to object to the Joint Debtor Plan, the holders of Claims in Class 4 (CFGL Unsecured Facilities Claims) and the Club Facility Agent shall have reserved all of their rights against the Plan Debtors and in respect of the Joint Debtor Plan, including the right to object to the Joint Debtor Plan on any grounds, including the grounds that the Joint Debtor Plan improperly classified Class 21 as Unimpaired. 2

6

B. Joint Debtor Plan Debtors Summary. Distributions to creditors of the Plan Debtors under the Joint Debtor Plan are premised on the receipt by the Plan Debtors of at least USD $20 million, plus the Holdback Payment, if any, plus USD $6,000,000 allocated for and to be used for payment of certain administrative expense claims and reimbursements to be paid to the Plan Debtors as part of the CFG Peru Settlement which was approved and authorized by the Court in the CFG Peru Confirmation Order. The CFG Peru Settlement Agreement sets forth the allocation of such proceeds as described herein, and this Joint Debtor Plan shall distribute such allocation of value. As the result of a web of intercompany claims within and between, inter alia, the CFGL Group and the PARD Group (much of which is resolved by the Intercompany Netting Agreement, as approved by Order of the Bankruptcy Court [Docket No. 1112]), the value of the Peruvian OpCos would flow to general unsecured creditors at multiple Plan Debtors. This flow of value would vary based on assumptions as to the valuation of the Peruvian OpCos (as determined under the CFG Peru Plan), the allowance of certain intercompany and related party claims, and the outcome of equitable remedies. The CFG Peru Settlement contemplates the risks of such variables and the proportionate allocation of value under various scenarios. The CFG Peru Settlement Allocation reflects a distribution of value among and between (i) the creditors of the CFG Peru Plan Debtors other than CFGL, (ii) CFGL’s general unsecured creditors, (iii) holders of Existing CFGL Public Interests, and (iv) certain creditors of the PARD Plan Debtors. The CFG Peru Settlement Allocation was derived based on the values available under the absolute priority rule under the analyzed scenarios and was approved under Bankruptcy Rule 9019 in the CFG Peru Confirmation Order. The CFG Peru Settlement Proceeds, the CFG Peru Administrative Expense Settlement Proceeds and any proceeds from the liquidation of the residual assets, shall be distributed under the Joint Debtor Plan (i) to satisfy Allowed Administrative Expense and other priority claims; (ii) to satisfy certain secured claims, and (iii) to satisfy and pay Allowed unsecured Claims and Allowed CFGL Public Interests, as allocated in the CFG Peru Settlement Agreement. Further, the Joint Debtor Plan and Confirmation Order shall incorporate by reference (a) the Liquidator-Controlled Companies Settlement Agreement (as defined herein) and order of the Court approving same, and (b) the HSBC Settlement Agreement (as defined herein) and order of the Court approving same. In the event of any inconsistency between the Joint Debtor Plan and the Liquidator-Controlled Companies Settlement Agreement, the Liquidator-Controlled Companies Settlement Agreement shall control. Finally, pursuant to sections 363 and 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Joint Debtor Plan, the provisions of the Joint Debtor Plan shall constitute a good faith compromise of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a holder of a Claim or interest may have with respect to any Claim or interest against or in any entity in the Company Group or their assets (whether or not such entities are Debtors) or any distribution to be made on account of any such Claim or interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, interests, and controversies, as well as a finding by the Bankruptcy 3

7

Court that such compromise or settlement is in the best interests of the Plan Debtors, their Estates, and holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the provisions of the Joint Debtor Plan pursuant to sections 363 and 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice or action, order or approval of the Bankruptcy Court, the Plan Debtors and, after the Effective Date, the Plan Debtors or the Plan Administrator, as applicable, may compromise and settle Claims against the Plan Debtors and Causes of Action against other Persons. After the Effective Date of the Joint Debtor Plan and upon completion of all distributions under the Joint Debtor Plan, the Plan Administrator will be authorized and directed to take all corporate actions consistent with foreign laws to effectuate the Joint Debtor Plan and wind up the Plan Debtors and any non-Debtor Affiliates. It is contemplated that this shall include the commencement of a voluntary liquidation under laws of the Cayman Islands (as relates to CFGL) and the laws of Bermuda (as relates to PARD), where each of the entities were incorporated and registered. Further, as a result of both CFGL and PARD being listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX-ST”), any voluntary liquidation will require compliance with the SGX-ST Listing Requirements in Singapore. At the time of the voluntary liquidation, it is intended that both CFGL and PARD will have no remaining assets. Under the Voluntary Liquidation, the Existing Interests and Intercompany Interests shall be fully extinguished. SECTION 2. INTERPRETATION. A. Interpretation; Application of Definitions and Rules of Construction. Unless otherwise specified, all section or exhibit references in this Joint Debtor Plan are to the respective section in, or exhibit to, this Joint Debtor Plan, as the same may be amended, waived, or modified from time to time. The words “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to this Joint Debtor Plan as a whole and not to any particular section, subsection or clause contained therein. The words “includes” and “including” are not limiting and shall be read to include “without limitation.” The headings in this Joint Debtor Plan are for convenience of reference only and shall not limit or otherwise affect the provisions hereof. For purposes herein: (i) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (ii) any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (iii) unless otherwise specified, all references herein to “Sections” are references to Sections hereof or hereto; (iv) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; and (v) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be. 4

8

B. Controlling Document. In the event of an inconsistency between this Joint Debtor Plan and the Joint Debtor Plan Supplement, the terms of the relevant document in this Joint Debtor Plan Supplement shall control (unless stated otherwise in such Plan Supplement document). The provisions of this Joint Debtor Plan and of the Confirmation Order shall be construed in a manner consistent with each other so as to effect the purposes of each; provided, that, if there is determined to be any inconsistency between any Joint Debtor Plan provision and any provision of the Confirmation Order that cannot be so reconciled, then, solely to the extent of such inconsistency, the provisions of the Confirmation Order shall govern and any such provision of the Confirmation Order shall be deemed a modification of this Joint Debtor Plan and shall control and take precedence. In the event of any inconsistency between the Joint Debtor Plan and the Liquidator-Controlled Companies Settlement Agreement, the Liquidator-Controlled Companies Settlement Agreement shall control. C. References to Monetary Figures. All references in this Joint Debtor Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided herein. SECTION 3. ADMINISTRATIVE EXPENSE AND PRIORITY CLAIMS. 3.1. Administrative Expense Claims. (a) Except to the extent that a holder of an Allowed Administrative Expense Claims against a Plan Debtor agrees to a less favorable treatment, each holder of any such Allowed claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, cash in an amount equal to such Allowed claim on the Effective Date, or as soon as practicable thereafter, or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. (b) All Administrative Expense Claims against a Plan Debtor must be filed by the date that is forty-five (45) days after the Effective Date. The Allowed amounts of such Administrative Expense Claims shall be determined in accordance with the procedures established by the Bankruptcy Code, the Bankruptcy Rules, and any prior order of the Bankruptcy Court. (c) By Order of the Bankruptcy Court, dated August 19, 2016 [Docket No. 93] (“Cash Management Order”), certain Administrative Expense Claims of Non-Debtor Affiliates were capped at the aggregate amount of $500,000 (the “Non-Debtor Administrative Cap”), subject to further order of the Court. The Joint Debtor Plan modifies the provisions of the Cash Management Order to release the Non-Debtor Administrative Cap. 3.2. Professional Fee and Management Salary Claims. (a) All Professionals seeking an award by the Bankruptcy Court of Fee Claims (i) shall file their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred by the date that is forty-five (45) days after the Effective Date. The Allowed amounts of such Fee Claims shall be determined by the Bankruptcy 5

9

Court after notice and a hearing in accordance with the procedures established by the Bankruptcy Code, the Bankruptcy Rules, and any prior order of the Bankruptcy Court. (b) Accrued and unpaid Allowed professional fees and management salaries2 that are attributable to and actually paid by the Plan Debtors and that are Allowed by order of the Bankruptcy Court shall be paid from (i) first, the CFG Peru Administrative Expense Settlement Proceeds, and (ii) second, the CFG Peru Settlement Proceeds. For avoidance of doubt, the Debtors remain jointly and severally liable for the accrued and unpaid Allowed professional fees and management salaries. The Debtors shall attempt to allocate the accrued and unpaid Allowed professional fees and management salaries between the CFGL Group and PARD Group, on the one hand, and PAIH Group on the other hand, with each group paying its allocated professional fees and management salaries. However, to the extent either group of Debtors be unable to pay its Allowed Administrative Claims and any other fixed recoveries under its respective plan, the other group will satisfy any jointly and severally liable claims necessary to enable both groups to satisfy their plan obligations. Any Debtor that satisfies any jointly and severally liable claims may, at the paying Debtor’s sole discretion, waive, subordinate or defer any subrogation or reimbursement rights emerging from such payment. (c) Except as otherwise specifically provided in this Joint Debtor Plan, from and after the Effective Date, the Plan Administrator, shall pay in Cash the reasonable professional fees and expenses incurred by the Plan Administrator after the Effective Date in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court. On the Effective Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code shall terminate, and the Plan Administrator, as applicable, may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court. 3.3. Priority Tax Claims. Except to the extent that a holder of an Allowed Priority Tax Claims against a Plan Debtor agrees to a less favorable treatment, each holder of any such Allowed claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, cash in an amount equal to such Allowed claim on the Effective Date, or as soon as practicable thereafter, or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. SECTION 4. CLASSIFICATION OF CLAIMS AND INTERESTS. 4.1. Global Compromise and Settlement of Claims. Pursuant to sections 363 and 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for distributions and other benefits to be provided pursuant to this Joint Debtor Plan, the provisions of this Joint Debtor Plan shall constitute a good faith compromise of all claims, interests, and controversies relating to the contractual, legal, and subordination rights 2 Certain senior management employees/directors were not paid during portions of these Cases. Administrative Claims for unpaid management salaries shall be capped at $1 million in the aggregate. 6

10

that a holder of a claim or interest may have with respect to any claim or interest against or in any entity in the Plan Debtors or their affiliates or their assets (whether or not such entities are Plan Debtors) or any distribution to be made on account of any such claim or interest. 4.2. Intercompany Claims. Distributions under the CFG Peru Settlement and this Joint Debtor Plan shall give effect to each Intercompany Claim, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for each Intercompany Claim, without the need for payment in cash by any Debtor (except where explicitly specified herein). The allocations of value under this Joint Debtor Plan capture distributions to and through Intercompany Claims. The Claims set forth on Schedule 4.2 are Intercompany Claims. As such, Intercompany Claims are satisfied by the payments to the ultimate beneficiary creditors as set forth herein and do not receive additional distributions. 4.3. Classification in General. A Claim or Interest is placed in a particular Class for all purposes, including voting, confirmation, and distribution under this Joint Debtor Plan and under sections 1122 and 1123(a)(1) of the Bankruptcy Code; provided, that, a Claim or Interest is placed in a particular Class for the purpose of receiving distributions pursuant to this Joint Debtor Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and such Claim or Interest has not been satisfied, released, or otherwise settled prior to the Effective Date. 4.4. Formation of Debtor Groups for Convenience Only. This Joint Debtor Plan (including Section 3, Section 4 and Section 5 of this Joint Debtor Plan) groups the Plan Debtors together solely for the purpose of describing treatment under this Joint Debtor Plan, confirmation of this Joint Debtor Plan, and distributions to be made in respect of Claims against and Interests in the Plan Debtors under this Joint Debtor Plan. Such groupings shall not affect each Plan Debtors’ status as a separate legal entity, change the organizational structure of such Plan Debtors’ business enterprise, constitute a change of control of any Plan Debtor for any purpose, cause a merger of consolidation of any legal entities, or cause the transfer of any assets. Except as otherwise provided by or permitted under this Joint Debtor Plan, all Plan Debtors shall continue to exist as separate legal entities. Notwithstanding the foregoing or any other provision in the Joint Debtor Plan, the consideration provided in this Joint Debtor Plan represents the cumulative recovery from all Plan Debtors. 4.5. Summary of Classification. The following table designates the Classes of Claims against and Interests in each of the Plan Debtors and specifies which of those Classes are (i) Impaired or Unimpaired by this Joint Debtor Plan, (ii) entitled to vote to accept or reject this Joint Debtor Plan in accordance with section 1126 of the Bankruptcy Code, and (iii) deemed to reject this Joint Debtor Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in Section 4 of this Joint Debtor Plan. All of the potential Classes for the 7

11

Debtors are set forth in this Joint Debtor Plan. Certain of the Debtors may not have holders of Claims or Interests in a particular Class or Classes, and such Classes shall be treated as set forth in Section 5 of this Joint Debtor Plan. A. CFGL Plan Debtors’ Classification: Class Designation Treatment Entitled to Vote 1 CFGL Secured Claims Unimpaired No (deemed to accept) 2 Priority Tax Claims Unimpaired No (deemed to accept) 3 Other Priority Claims Unimpaired No (deemed to accept) 4 CFGL Unsecured Facilities Claims3 Unimpaired No (deemed to accept) 5 CFGL General Unsecured Claims Impaired Yes 6 [Reserved] Impaired Yes 7 Intercompany Claims Impaired Yes 8 CFGL Intercompany Interests Unimpaired No (deemed to accept) 9 Existing CFGL Interests Impaired Yes 3 If the Effective Date of the CFG Peru Plan has not occurred and the CFG Peru Plan has not been implemented prior to the Voting Deadline or the deadline to object to the Joint Debtor Plan, the holders of Claims in Class 4 (CFGL Unsecured Facilities Claims) and the Club Facility Agent shall have reserved all of their rights against the Plan Debtors and in respect of the Joint Debtor Plan, including the right to object to the Joint Debtor Plan on any grounds, including the grounds that the Joint Debtor Plan improperly classified Class 21 as Unimpaired. 8

12

A. PARD Group Classification: Class Designation Treatment Entitled to Vote 1 PARD Secured Claims Unimpaired No (deemed to accept) 2 Priority Tax Claims Unimpaired No (deemed to accept) 3 Other Priority Claims Unimpaired No (deemed to accept) 4 Taipei Fubon Term Loan Claims Impaired Yes 5 PARD Bond Claims Impaired Yes 6 CITIC Banking Facilities PARD Impaired Yes Claims 7 Maybank PARD Group Facility Impaired Yes Claims 8 Standard Chartered PARD Group Impaired Yes Facility Claims 9 UOB Banking Facility Claims Impaired Yes 10 Rabobank PARD Group Facility Impaired Yes Claims 11 Bank of America PARD Group Impaired Yes Facility Claims 12 DBS PARD Group Facility Claims Impaired Yes 13 Sahara Loan Claims Impaired Yes 14 PARD General Claims Impaired Yes 15 Intercompany Claims Impaired Yes 16 PARD Intercompany Interests Unimpaired No (deemed to accept) 17 Existing PARD Interests Impaired No (deemed to reject) 4.6. Special Provision Governing Unimpaired Claims. Except as otherwise provided in this Joint Debtor Plan, nothing under this Joint Debtor Plan shall affect the rights of the Plan Debtors in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims. 4.7. Elimination of Vacant Classes. Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not have at least one holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes shall be considered vacant, deemed eliminated from this Joint Debtor Plan for purposes of voting to accept or reject this Joint Debtor Plan, and disregarded for purposes of determining whether this Joint Debtor Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that Class. 9

13

4.8. Voting Classes; Presumed Acceptance by Non-Voting Classes. If a Class contains Claims or Interests eligible to vote and no holders of Claims or Interests eligible to vote in such Class vote to accept or reject this Joint Debtor Plan, the Plan Debtors shall request the Bankruptcy Court at the Confirmation Hearing to deem this Joint Debtor Plan accepted by the holders of such Claims or Interests in such Class. 4.9. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of Bankruptcy Code. The Plan Debtors shall seek Confirmation of this Joint Debtor Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Plan Debtors reserve the right to modify this Joint Debtor Plan in accordance with Section 14.3 of this Joint Debtor Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules. SECTION 5. TREATMENT OF CLAIMS AND INTERESTS – CFGL PLAN DEBTORS 5.1. Class 1: CFGL Secured Claims. (a) Classification: Class 1 consists of Secured Claims against any of the CFGL Plan Debtors. To the extent that Secured Claims are secured by different Collateral or different interests in the same Collateral, such Claims shall be treated as separate subclasses of Class 1. (b) Treatment: Except to the extent that a holder of an Allowed CFGL Secured Claim agrees to less favorable treatment, each holder of an Allowed CFGL Secured Claim shall receive, at the election of the Plan Debtors, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for each Allowed CFGL Secured Claim either (i) payment in full in cash on the Effective Date, (ii) reinstatement pursuant to section 1124 of the Bankruptcy Code or (iii) such other recovery necessary to satisfy section 1129 of the Bankruptcy Code. (c) Impairment and Voting: Class 1 is Unimpaired, and the holders of CFGL Secured Claims are conclusively presumed to have accepted this Joint Debtor Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of CFGL Secured Claims are not entitled to vote to accept or reject this Joint Debtor Plan. 5.2. Class 2: Priority Tax Claims. (a) Classification: Class 2 consists of Priority Tax Claims. (b) Treatment: Except to the extent that a holder of an Allowed Priority Tax Claim against any of the CFGL Plan Debtors agrees to less favorable treatment, each holder of any such Allowed claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, Cash in an amount equal to such 10

14

Allowed claim, payable on the later of the Effective Date and the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon as reasonably practical thereafter, or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. (c) Impairment and Voting: Class 2 is Unimpaired, and the holders of Priority Tax Claims are conclusively presumed to have accepted this Joint Debtor Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Priority Tax Claims are not entitled to vote to accept or reject this Joint Debtor Plan. 5.3. Class 3: Other Priority Claims. (a) Classification: Class 3 consists of Other Priority Claims. (b) Treatment: Except to the extent that a holder of an Allowed Other Priority Claim against any of the CFGL Plan Debtors agrees to less favorable treatment, each holder of any such Allowed claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, Cash in an amount equal to such Allowed claim, payable on the later of the Effective Date and the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, or as soon as reasonably practical thereafter, or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. (c) Impairment and Voting: Class 3 is Unimpaired, and the holders of Other Priority Claims are conclusively presumed to have accepted this Joint Debtor Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Other Priority Claims are not entitled to vote to accept or reject this Joint Debtor Plan. 5.4. Class 4: CFGL Unsecured Facilities Claims. (a) Classification: Class 4 consists of the CFGL Unsecured Facilities Claims against any of the CFGL Plan Debtors. (b) Treatment: The CFGL Unsecured Facilities Claims have been satisfied, released, waived or otherwise resolved pursuant to the CFG Peru Plan and CFG Peru Settlement Agreement. As such, holders of Allowed CFGL Unsecured Facilities Claims shall not be entitled to any recovery under this Joint Debtor Plan. (c) Impairment and Voting: Class 4 is Unimpaired, and the holders of Allowed CFGL Unsecured Facilities Claims are conclusively presumed to have accepted this Joint Debtor Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Allowed CFGL Unsecured Facilities Claims are not entitled to vote to accept or reject this Joint Debtor Plan. 5.5. Class 5: CFGL General Unsecured Claims. (a) Classification: Class 5 consists of CFGL General Unsecured Claims against any of the CFGL Plan Debtors. Notwithstanding anything herein to the contrary, for purposes of the Joint Debtor Plan all prepetition Claims of the Liquidators or the Liquidator-Controlled Companies 11

15

against CFGL shall be classified as Class 5 CFGL General Unsecured Claims and allowed subject to and to the extent provided pursuant to the terms of the Liquidator-Controlled Companies Settlement Agreement. (b) Treatment: On the Effective Date, each holder of an Allowed CFGL General Unsecured Claim (including tax claims, trade claims and contract rejection damages claims) shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, Pro Rata share of the CFGL Distribution Pool. (c) Impairment and Voting: Class 5 is Impaired, and the holders of Allowed CFGL General Unsecured Claims are entitled to vote on this Joint Debtor Plan. 5.6. Class 6: [Reserved] 5.7. Class 7: Intercompany Claims. (a) Classification: Class 7 consists of Intercompany Claims against any of the CFGL Plan Debtors. (b) Treatment: Distributions under this Joint Debtor Plan shall give effect to each Intercompany Claim, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for each Intercompany Claim, without the need for payment in cash by any Debtor. The allocations of value under this Joint Debtor Plan capture distributions to and through Intercompany Claims. As such, Intercompany Claims are satisfied by the payments to the ultimate beneficiary creditors as set forth herein and do not receive additional distributions. (c) Impairment and Voting: Class 7 is Impaired, and the holders of Allowed Intercompany Claims are entitled to vote on this Joint Debtor Plan. 5.8. Class 8: CFGL Intercompany Interests. (a) Classification: Class 8 consists of CFGL Intercompany Interests. (b) Treatment: On the Effective Date, or as soon as practicable thereafter, all Allowed CFGL Intercompany Interests shall be Reinstated subject to the terms of Section 7.3 hereof. (c) Impairment and Voting: Class 8 is Unimpaired, and the holders of Allowed CFGL Intercompany Interests are conclusively presumed to have accepted this Joint Debtor Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of CFGL Intercompany Interests are not entitled to vote to accept or reject this Joint Debtor Plan. 5.9. Class 9: Existing CFGL Interests. (a) Classification: Class 9 consists of Existing CFGL Interests. Class 9a shall consist of the Existing Public CFGL Interests. (b) Treatment: On the Effective Date, Existing CFGL Interests shall be Reinstated subject to the terms of Section 7.3 hereof. Each Holder of Existing CFGL Public 12

16

Interests shall receive its Pro Rata Share of 29.5% of the CFGL Equity Distribution Pool. Each holder of an Existing CFGL Interests that is not an Existing CFGL Public Interest shall receive no distribution on account of such Existing CFGL Interests as such distribution has already been reflected in the allocation of value in this Joint Debtor Plan. For the avoidance of doubt, each of the CFGL Plan Debtors will continue to exist as a legal entity after the Effective Date for the purposes of effectuating the Joint Debtor Plan and a voluntary liquidation consistent with applicable foreign law. (c) Impairment and Voting: Class 9 is Impaired, and the holders of the Allowed Existing CFGL Interests are entitled to vote on this Joint Debtor Plan. SECTION 6. TREATMENT OF CLAIMS AND INTERESTS – PARD PLAN DEBTORS 6.1. Class 1: PARD Secured Claims. (a) Classification: Class 1 consists of PARD Secured Claims against any of the PARD Plan Debtors. To the extent that PARD Secured Claims are secured by different Collateral or different interests in the same Collateral, such Claims shall be treated as separate subclasses of Class 1. (b) Treatment: Except to the extent that a holder of an Allowed PARD Secured Claim agrees to less favorable treatment, each holder of an Allowed PARD Secured Claim shall receive, at the election of the Plan Debtors, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for each Allowed PARD Secured Claim either (i) payment in full in cash on the Effective Date, (ii) reinstatement pursuant to section 1124 of the Bankruptcy Code or (iii) such other recovery necessary to satisfy section 1129 of the Bankruptcy Code. (c) Impairment and Voting: Class 1 is Unimpaired, and the holders of PARD Secured Claims are conclusively presumed to have accepted this Joint Debtor Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of PARD Secured Claims are not entitled to vote to accept or reject this Joint Debtor Plan. 6.2. Class 2: Priority Tax Claims. (a) Classification: Class 2 consists of Priority Tax Claims against any of the PARD Plan Debtors. (b) Treatment: Except to the extent that a holder of an Allowed Priority Tax Claim against any of the PARD Plan Debtors agrees to less favorable treatment, each holder of any such Allowed claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, Cash in an amount equal to such Allowed claim, payable on the later of the Effective Date and the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon as reasonably practical thereafter, or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. (c) Impairment and Voting: Class 2 is Unimpaired, and the holders of Priority Tax Claims are conclusively presumed to have accepted this Joint Debtor Plan pursuant 13

17

to section 1126(f) of the Bankruptcy Code. Therefore, holders of Priority Tax Claims are not entitled to vote to accept or reject this Joint Debtor Plan. 6.3. Class 3: Other Priority Claims. (a) Classification: Class 3 consists of Other Priority Claims against any of the PARD Plan Debtors. (b) Treatment: Except to the extent that a holder of an Allowed Other Priority Claim against any of the PARD Plan Debtors agrees to less favorable treatment, each holder of any such Allowed claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, Cash in an amount equal to such Allowed claim, payable on the later of the Effective Date and the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, or as soon as reasonably practical thereafter, or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. (c) Impairment and Voting: Class 3 is Unimpaired, and the holders of Other Priority Claims are conclusively presumed to have accepted this Joint Debtor Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of Other Priority Claims are not entitled to vote to accept or reject this Joint Debtor Plan. 6.4. Class 4: Taipei Fubon Term Loan Claims. (a) Classification: Class 4 consists of Taipei Fubon Term Loan Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, each holder of an Allowed Taipei Fubon Term Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the Super Investment Distribution Pool. (c) Impairment and Voting: Class 4 is Impaired, and the holders of Allowed Taipei Fubon Term Loan Claims are entitled to vote on this Joint Debtor Plan. 6.5. Class 5: PARD Bond Claims. (a) Classification: Class 5 consists of PARD Bond Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, in respect of the Allowed PARD Bond Claims, the PARD Bond Trustee shall receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Claim, its Pro Rata share of the PARD Distribution Pool, to be applied by it according to its respective interests (i) as bond trustee under the PARD Bond Trust Deed and (ii) in its agency capacities under the PARD Bond Agency Agreement. 14

18

(c) Impairment and Voting: Class 5 is Impaired, and the owners of beneficial interests in the Allowed PARD Bond Claims are entitled to vote on the Joint Debtor Plan. 6.6. Class 6: CITIC Banking Facility PARD Claims. (a) Classification: Class 6 consists of CITIC Banking Facility PARD Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, each holder of an Allowed CITIC Banking Facility PARD Claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 6 is Impaired, and the holders of Allowed CITIC Banking Facility PARD Claims are entitled to vote on the Joint Debtor Plan. 6.7. Class 7: Maybank PARD Group Facility Claims. (a) Classification: Class 7 consists of Maybank PARD Group Facility Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, each holder of an Allowed Maybank PARD Group Facility Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 7 is Impaired, and the holders of Allowed Maybank PARD Group Facility Claims are entitled to vote on the Joint Debtor Plan. 6.8. Class 8: Standard Chartered PARD Group Facility Claims. (a) Classification: Class 8 consists of Standard Chartered PARD Group Facility Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, each holder of an Allowed Standard Chartered PARD Group Facility Claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 8 is Impaired, and the holders of Allowed Standard Chartered PARD Group Facility Claims are entitled to vote on the Joint Debtor Plan. 6.9. Class 9: UOB Banking Facility Claims. (a) Classification: Class 9 consists of UOB Banking Facility Claims against any of the PARD Plan Debtors. 15

19

(b) Treatment: On the Effective Date, each holder of an Allowed UOB Banking Facilities Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 9 is Impaired, and the holders of Allowed UOB Banking Facility Claims are entitled to vote on the Joint Debtor Plan. 6.10. Class 10: Rabobank PARD Group Facility Claims. (a) Classification: Class 10 consists of Rabobank PARD Group Facility Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, each holder of an Allowed Rabobank PARD Group Facility Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 10 is Impaired, and the holders of Allowed Rabobank PARD Group Facility Claims are entitled to vote on the Joint Debtor Plan. 6.11. Class 11: Bank of America PARD Group Facility Claims. (a) Classification: Class 11 consists of Bank of America PARD Group Facility Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, each holder of an Allowed Bank of American PARD Group Facility Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 11 is Impaired, and the holders of Allowed Bank of America PARD Group Facility Claims are entitled to vote on the Joint Debtor Plan. 6.12. Class 12: DBS PARD Group Facility Claims. (a) Classification: Class 12 consists of DBS PARD Group Facility Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, each holder of an Allowed DBS PARD Group Facility Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 12 is Impaired, and the holders of Allowed DBS PARD Group Facility Claims are entitled to vote on the Joint Debtor Plan. 16

20

6.13. Class 13: Sahara Loan Claims. (a) Classification: Class 13 consists of Sahara Loan Claims against any of the PARD Plan Debtors. (b) Treatment: On the Effective Date, each holder of an Allowed Sahara Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 13 is Impaired, and the holders of Allowed Sahara Loan Claims are entitled to vote on the Joint Debtor Plan. 6.14. Class 14: PARD General Unsecured Claims. (a) Classification: Class 14 consists of PARD General Unsecured Claims against any of the PARD Plan Debtors. Notwithstanding anything herein to the contrary, for purposes of the Joint Debtor Plan all prepetition Claims of the Liquidators or the Liquidator-Controlled Companies against any of the PARD Plan Debtors shall be classified as Class 14 PARD General Unsecured Claims and allowed subject to and to the extent provided pursuant to the terms of the Liquidator-Controlled Companies Settlement Agreement (b) Treatment: On the Effective Date, each holder of an Allowed PARD General Unsecured Claims shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such claim, its Pro Rata share of the PARD Distribution Pool. (c) Impairment and Voting: Class 14 is Impaired, and the holders of Allowed PARD General Unsecured Claims are entitled to vote on the Joint Debtor Plan. 6.15. Class 15: Intercompany Claims. (a) Classification: Class 15 consists of Intercompany Claims against any of the PARD Plan Debtors. (b) Treatment: Distributions under this Joint Debtor Plan shall give effect to each Intercompany Claim, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for each Intercompany Claim, without the need for payment in cash by any Debtor. The allocations of value under this Joint Debtor Plan capture distributions to and through Intercompany Claims. As such, Intercompany Claims are satisfied by the payments to the ultimate beneficiary creditors as set forth herein and do not receive additional distributions. (c) Impairment and Voting: Class 15 is Impaired, and the holders of Allowed Intercompany Claims are entitled to vote on the Joint Debtor Plan. 17

21

6.16. Class 16: PARD Intercompany Interests. (a) Classification: Class 16 consists of PARD Intercompany Interests. (b) Treatment: On the Effective Date, or as soon as practicable thereafter, all Allowed PARD Intercompany Interests shall be Reinstated subject to the terms of Section 7.3 hereof. (c) Impairment and Voting: Class 16 is Unimpaired, and the holders of Allowed PARD Intercompany Interests are conclusively presumed to have accepted this Joint Debtor Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, holders of PARD Intercompany Interests are not entitled to vote to accept or reject the Joint Debtor Plan. 6.17. Class 17: Existing PARD Interests. (a) Classification: Class 17 consists of Existing PARD Interests. (b) Treatment: On the Effective Date, Existing PARD Interests shall be Reinstated subject to the terms of Section 7.3 hereof. Each holder of an Existing PARD Interests shall receive no distribution on account of such Existing PARD Interests. For the avoidance of doubt, each of the PARD Plan Debtors will continue to exist as a legal entity after the Effective Date for the purposes of effectuating the Joint Debtor Plan and a voluntary liquidation consistent with applicable foreign law. (c) Impairment and Voting: Class 17 is Impaired, and the holders of the Allowed Existing PARD Interests are conclusively deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code. The holders of Existing PARD Interests are not entitled to vote to accept or reject the Joint Debtor Plan. SECTION 7. MEANS FOR IMPLEMENTATION. 7.1. CFG Peru Settlement. The CFG Peru Settlement Agreement provides, among other things, that the CFGL and PARD Group Debtors shall receive the CFGL Peru Settlement Proceeds, plus the CFG Peru Administrative Expense Settlement Proceeds for the payment of other administrative expenses and reimbursements, in exchange for the release of all claims of, inter alia, the Plan Debtors against CFG Peru Singapore and its direct and indirect subsidiaries. The CFG Peru Settlement Agreement, which was approved under Bankruptcy Rule 9019 by the Court in the CFG Peru Confirmation Order, shall become effective upon the Effective Date of the CFG Peru Plan (as defined therein). The CFG Peru Settlement Proceeds and the CFG Peru Administrative Expense Settlement Proceeds will be paid upon the Effective Date of the CFG Peru Plan. 7.2. Liquidator-Controlled Companies Settlement. On December __, 2021, the Debtors, the Ng Family Members and the Ng Entities (each as defined in the Liquidator-Controlled Companies Settlement Agreement) (the “Debtor Settlement Parties”), on the one hand, and the Liquidators and the Liquidator-Controlled 18

22

Companies (the “Liquidator Settlement Parties”), on the other hand, entered into a Settlement Agreement (“Liquidator-Controlled Companies Settlement Agreement”), subject to approval by the Bankruptcy Court. The Liquidator-Controlled Companies Settlement Agreement provides in part as follows4: 1. On or before the earlier of February 28, 20225 or the Effective Date of the PAIH Plan (the “Settlement Payment Date”), the Debtor Settlement Parties shall pay to the Liquidator Settlement Parties the sum of $14,100,000 (“Settlement Payment”). On or before December 13, 2021, fifty percent (50%) of the Settlement Payment shall be deposited into an escrow account and released to the Liquidators upon the Settlement Payment Date. Notwithstanding anything herein to the contrary, (i) the Settlement Payment is not intended to fix the measure of the Liquidator-Controlled Companies loss and (ii) nothing in the Joint Debtor Plan, the Confirmation Order or the Liquidator-Controlled Companies Settlement Agreement shall release, discharge, waive, diminish, impair, or affect in any way any claims, causes of action, or rights of recovery against the Pre-Petition Auditors. 2. The Debtor Settlement Parties shall waive and release any right, claim or interest, if any, in or to the proceeds of the sale of that certain Hong Kong office space Rooms 3201-10 and 15, Hong Kong Plaza, 188 Connaught Road West, Hong Kong for approximately $8,500,000 (HK$66,132,300) on or about November 20, 2018, which proceeds shall for all purposes by the property of and retained by Richtown Development Limited (in liquidation). 3. The following Liquidator-Controlled Companies shall receive a fixed distribution of 8.75% of the Allowed claim amounts as set forth below. All such distributions shall be made in accordance with the terms of the PAIH Plan, and the Confirmation Order: a. Richtown Development Limited (in liquidation) [Class 15]: Holders of the Richtown Intercompany Claim shall receive a cash distribution under the PAIH Plan in an amount not less than $3,292,030.18, being 8.75% of the Allowed Richtown Intercompany Claim. The Richtown Intercompany Claim will be allowed in an amount of USD $37,623,202.00. 4 This summary is qualified in its entirety by reference to the full terms of the Liquidator-Controlled Companies Settlement Agreement. In the event of a conflict between the terms of the Joint Debtor Plan and the Liquidator-Controlled Companies Settlement Agreement, the Liquidator-Controlled Companies Settlement Agreement shall control. 5The inclusion of February 28, 2021 as the latest date by which the Liquidator-Controlled Companies Settlement Payment must be paid in full is a material part of the Liquidator-Controlled Companies Settlement Agreementthat was negotiated by the parties and time is of the essence. Should the Liquidator-Controlled Companies Settlement Payment not be timely paid in full, the Liquidator-Controlled Companies Settlement Agreement may be terminated. 19

23

b. Pacos Trading Limited (Cayman)(in liquidation) [Class 16]: Holders of the Pacos Trading Intercompany Claim shall receive a cash distribution under the PAIH Plan in an amount not less than $15,575.26, being 8.75% of its Allowed Pacos Trading Intercompany Claim. The Pacos Trading Intercompany Claim will be allowed in an amount of USD $178,003.00. c. Pacific Andes Enterprises (BVI) Limited (in liquidation) [Class 17]: Holders of the PAE (BVI) Intercompany Claim shall receive a cash distribution under the PAIH Plan in an amount not less than $546,787.50, being 8.75% of its Allowed PAE (BVI) Intercompany Claim. The PAE (BVI) Intercompany Claim will be allowed in an amount of USD $6,249,000.00. 4. As consideration for the settlement, the Debtor Settlement Parties and the Liquidator Settlement Parties shall exchange mutual global releases, which are intended to irrevocably and unconditionally, fully and forever release any and all claims that the Debtor Settlement Parties and the Liquidator Settlement Parties had, have or may in the future have against each other, subject to the terms of and except as otherwise provided in such releases. 5. Subject to the Debtor Settlement Parties’ compliance with the terms of the Liquidator-Controlled Companies Settlement Agreement, and provided the PAIH Plan and the Joint Debtor Plan are consistent with the Liquidator-Controlled Companies Settlement Agreement and otherwise in form and substance reasonably acceptable to the Liquidators, (i) the Liquidators shall vote each of their Class 15, 16 and 17 Claims in favor of confirmation of the PAIH Plan, (ii) all other claims of the Liquidator-Controlled Companies shall be temporarily disallowed for voting purposes pursuant to Rule 3018(a) of the Bankruptcy Rules, and (iii) the Liquidator Settlement Parties shall not file an objection to, or solicit any other person or entity to file an objection to, the Joint Debtor Plan and related Disclosure Statement, or the PAIH Plan and related Disclosure Statement, or confirmation of the Joint Debtor Plan or PAIH Plan. Notwithstanding anything to the contrary herein, any default by the Debtor Settlement Parties in the performance of the Liquidator-Controlled Companies Settlement Agreement shall constitute a material default under the terms of the PAIH Plan and the Joint Debtor Plan. The Liquidator-Controlled Companies Settlement Agreement was approved by order of the Court dated January [ ], 2022 (“Liquidators Settlement Order”) [ECF No. ] and is specifically adopted and incorporated herein by reference. The Liquidator-Controlled Companies Settlement Agreement remains subject to approvals of, as applicable, the BVI Court and the Hong Kong Court (each as defined in the Liquidator-Controlled Companies Settlement Agreement. 20

24

7.3 HSBC Settlement. On December _, 2021, the Plan Debtors, the PAIH Plan Debtors, certain non-Debtor Affiliates, the Ng Family and HSBC-HK entered into a Settlement Deed (the “HSBC-HK Settlement Deed”) that resolves remaining disputes between them, including among other things, claims held by the Debtors and the Ng Family arising from HSBC-HK’s efforts to appoint the JPLs, and claims held by HSBC-HK relating to the Club Facility. The description herein is qualified entirely by the HSBC-HK Settlement Deed. The HSBC-HK Settlement Deed provides in part that the parties thereto are, subject to certain exceptions, conclusively, absolutely, unconditionally, irrevocably and forever, releasing and discharging each other from any and all claims, interests, or causes of action, rights and remedies, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims that any party would have been legally entitled to assert in their own right (whether individually or collectively) or any other person or entity would have been legally entitled to assert on behalf of the applicable party, based on or relating to, or in any manner arising from, in whole or in part from, among other things: 1. the Club Facility, the Deeds of Undertaking, any amendments or waivers with respect to any of the foregoing, all other banking and financing transactions entered into by and among HSBC-HK and any other party prior to the effective date of the HSBC-HK Settlement Deed and any exercise of remedies, or disclosures or reporting relating thereto, any defaults in respect of any of the foregoing, or any other actions or legal proceedings related to any of the foregoing; and 2. the management, governance, finances, accounting and operations of PAIH and its direct and indirect subsidiaries (the “Pacific Andes Group”) prior to the effective date of the HSBC-HK Settlement Deed, the Initial FTI Report (and related reports), the preparation thereof, the HK PL Application, the Cayman JPL Application, the appointment and removal of the JPLs and any legal proceedings relating thereto, any actions taken by (including any transactions entered into by) or otherwise involving the JPLs, any actions of KPMG relating to the HK PL Application, the Cayman JPL Application, HSBC-HK or the Pacific Andes Group, the business operations and any realized or potential transactions involving, inter alia, the Peruvian OpCos, the negotiation, execution and implementation of the Deeds of Undertaking, the Chapter 11 Cases, the CFG Peru Settlement and that certain HSBC-HK Settlement Stipulation and Order, between the Chapter 11 Trustee and HSBC, as so ordered by the Bankruptcy Court on June 10, 2021 (the “HSBC-HK Stipulation and Order”). The Settlement Deed was approved by order of the Court dated January [ ], 2022 (“HBSC Settlement Deed Order”) [ECF No. ] and is specifically adopted and incorporated herein by reference. 21

25

7.4. Plan Administrator. This Joint Debtor Plan shall be implemented through the appointment of a Plan Administrator, pursuant to the Plan Administrator Agreement. (a) Appointment of the Plan Administrator. The Plan Administrator shall be selected by the Plan Debtors, in their sole discretion, and shall be identified prior to the Effective Date. For the avoidance of doubt, the Plan Debtors, all holders of Allowed Claims, and the Plan Administrator shall be bound by the terms of the Plan Administrator Agreement. (b) Bonded. The Plan Administrator shall not be required to be bonded. (c) Plan Administrator Agreement. The Plan Administrator Agreement shall be executed and delivered by each of the Plan Debtors and the Plan Administrator. (d) Powers and Duties. As of the Effective Date, in addition to any other powers described in this Plan and the Plan Administrator Agreement, the powers and duties of the Plan Administrator shall consist of the following: i. To take all corporate actions consistent with the Joint Debtor Plan and foreign law to effectuate the Joint Debtor Plan and liquidate the Joint Plan Debtors and their non-Debtor Affiliates; ii. To make Distributions on account of all Allowed Claims, consistent with the terms of this Joint Debtor Plan; iii. To retain persons and professionals to assist in carrying out the powers and duties enumerated pursuant to this Joint Debtor Plan and/or Plan Administrator Agreement, including without limitation, the Disbursing Agent; iv. To retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all Retained Causes of Action held by the Plan Debtors prior to the Effective Date v. To enter into contracts as necessary to assist in carrying out the powers and duties enumerated pursuant to this Joint Debtor Plan and/or Plan Administrator Agreement; vi. To pay expenses incurred in carrying out the powers and duties enumerated in pursuant to this Joint Debtor Plan and/or Plan Administrator Agreement, including professional fees incurred after the Effective Date; vii. To open and maintain bank accounts and deposit funds and draw checks and make disbursements in accordance with this Joint Debtor Plan and/or Plan Administrator Agreement; 22

26

viii. Take such actions as are necessary to implement the reorganization of the Plan Debtors’ corporate structure, including by taking such action pursuant to or as permitted by applicable law to dilute, cancel, or otherwise eliminate the Existing Interests of the Plan Debtors and the Intercompany Interests and give effect to the terms of the Joint Debtor Plan ix. To liquidate any residual assets of the Plan Debtors or their subsidiaries x. To effectuate any of the applicable provisions in this Joint Debtor Plan and the Plan Administrator Agreement, including as the representative, officer or manager of each of the Plan Debtors Court to enter the final decree. (e) Exculpation, Indemnification, Insurance and Liability Limitation. The Plan Administrator and all professionals retained by the Plan Administrator, each in their capacities as such, shall be deemed exculpated and indemnified, except for fraud, willful misconduct, or gross negligence, in all respects by the Plan Debtors or as otherwise agreed by the Plan Administrator and any other Entity. The Plan Administrator may obtain, at the expense of the Plan Debtors, commercially reasonable liability or other appropriate insurance with respect to the indemnification obligations of the Plan Debtors. The Plan Administrator may rely upon written information generate by the Plan Debtors. 7.5. Voluntary Liquidation of the Plan Debtors and Non-Debtor Affiliates. After the Effective Date of the Joint Debtor Plan and upon completion of all distributions under the Joint Debtor Plan, the Plan Administrator will be authorized and directed to take all corporate actions consistent with the Joint Debtor Plan and foreign laws to effectuate the Joint Debtor Plan and liquidate the Plan Debtors and any non-Debtor Affiliates. As set forth in this Section 7.3, it is contemplated that this shall include the commencement of a voluntary liquidation under laws of the Cayman Islands (as relates to CFGL) and the laws of Bermuda (as relates to PARD), where each of the entities were incorporated and registered. Further, as a result of both CFGL and PARD being listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX-ST”), any voluntary liquidation will require compliance with the SGX-ST Listing Requirements in Singapore. At the time of the voluntary liquidation, it is intended that both CFGL and PARD will have no remaining assets. Under the Voluntary Liquidation, the Existing Interests and Intercompany Interests shall be fully extinguished. In compliance herewith, the Plan Administrator shall be authorized and directed to prepare, apply for, commence, facilitate, prosecute, and otherwise support the respective voluntary liquidations of CFGL and PARD, and any necessary actions under the SGX-ST Listing Manual in Singapore, which actions may include (1) the execution and delivery of appropriate agreements, instruments, resolutions, or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation on terms in all respect consistent with the terms of the Joint Debtor Plan; (2) the filing of and/or making appropriate amendments to appropriate certificates or constitution and/or memorandum and articles of incorporation and/or association, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in clause (1), 23

27

pursuant to applicable law; (3) the consent and approval of any Plan Debtor, including any necessary approval by any Plan Debtor in its capacity as a shareholder of another Plan Debtor to effectuate the voluntary liquidation or other liquidation; (4) pursuit of approval of any necessary governmental entity; (5) the execution and delivery of appropriate agreements, instruments, resolutions, or other documents necessary for the Plan Debtors or any non-Debtor Affiliates thereof, necessary or appropriate to facilitate or give full effect to the voluntary liquidation or other liquidation under applicable foreign laws; (6) to issue, execute, and deliver such resolutions, instruments or other documents and to perform any corporate action in the name of the Plan Debtors, to effectuate the transactions contemplated under the Joint Debtor Plan with respect to the voluntary liquidation of the Plan Debtors under applicable foreign laws. 7.6. Compromise and Settlement of Claims, Interests, and Controversies. Pursuant to sections 363 and 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to this Joint Debtor Plan or applicable law, the provisions of this Joint Debtor Plan shall constitute a good faith compromise of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a holder of a Claim or Interest may have with respect to any Claim or Interest against or in any Person in the Plan Debtors or their Non-Debtor Affiliates or their assets (whether or not such entities are Plan Debtors) or any distribution to be made on account of any such Claim or Interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is binding and is in the best interests of the Plan Debtors, their Estates, and holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the provisions of this Joint Debtor Plan pursuant to sections 363 and 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice or action, order or approval of the Bankruptcy Court, the Plan Debtors and, after the Effective Date, the Plan Administrator, may compromise and settle Claims against the Plan Debtors, and Retained Causes of Action against other Persons. 7.7. Corporate Governance Actions. On the Effective Date, the Plan Debtors or the Plan Administrator, as applicable, are authorized to execute, deliver, and enter into or cause to be executed, delivered, and entered into, and shall execute, deliver, and enter into or cause to be executed, delivered, and entered into, all plan-related documents, and any related documents, agreements, instruments, or certificates, without the need for any further corporate, partnership, limited liability company, or shareholder action. 7.8. Cancellation of Certain Existing Agreements. Except as expressly provided in this Joint Debtor Plan, on the Effective Date, all loans, notes, bonds, instruments, certificates, and other documents evidencing or relating to the debt of, or Interests in, the Plan Debtor or the Joint Debtor Plan and all options and other entitlements to purchase and/or receive Existing CFGL Interests or Existing PARD Interests, shall be deemed surrendered, terminated and cancelled and the obligations of the Plan Debtors thereunder shall be discharged; provided, however that except as provided further below with respect to the PARD Bonds, the PARD Bond Trust Deed, the PARD Bond Agency Agreement, and each agreement, security, instrument and other document related thereto 24

28

(collectively, the “PARD Bond Documents”), any surrender, termination and/or cancellation of the loans, notes, bonds, instruments, certificates and other documents evidencing or relating to debt of, or Interests in, the Plan Debtors shall only be with respect to the Plan Debtors, and their Non-Debtor Affiliates in the CFGL Group or PARD Group, and shall not alter the rights or obligations of any parties other than the Plan Debtors and their Non-Debtor Affiliates in the CFGL Group and the PARD Group vis-à-vis one another with respect to such agreements; provided further, however, that (i) the obligations of the PARD Bond Trustee under or in connection with PARD Bond Documents, other than to facilitate the distribution pursuant to Section 8.7 of this Joint Debtor Plan, shall be deemed satisfied and discharged as of the Effective Date, and (ii) the PARD Bond Documents shall continue in effect solely for the limited purpose of preserving the rights, benefits, protections, indemnities and privileges of the PARD Bond Trustee, including, without limitation, permitting the PARD Bond Trustee to exercise any lien or priority right of payment granted to it under the PARD Bond Documents against any distribution made with respect to the PARD Bond Claims, and to permit the PARD Bond Trustee to facilitate distributions pursuant to Section 8.7 of this Joint Debtor Plan and for owners of the beneficial interests in the PARD Bonds to receive the relevant portions of such distributions; however, for avoidance of doubt nothing contained herein shall be deemed to permit the PARD Bond Trustee to enforce the PARD Bond Trust Deed (other than to enforce the treatment of the PARD Bond Claims hereunder) against the Plan Debtors or any Related Parties after the Effective Date of the Joint Debtor Plan. For the avoidance of doubt, nothing contained in this Joint Debtor Plan or the Confirmation Order shall in any way limit or affect the standing of the PARD Bond Trustee to appear and be heard in the Chapter 11 Cases or any other proceeding in which they are or may become party on and after the Effective Date, to enforce any provisions of this Plan, the PARD Bond Documents or otherwise. 7.9. Release of Liens. Except as otherwise provided in this Joint Debtor Plan or in any contract, instrument, release, or other agreement or document entered into or delivered in connection with, or created pursuant to, this Joint Debtor Plan, upon the full payment or other satisfaction with respect to the applicable Claims made pursuant to this Joint Debtor Plan, all mortgages, deeds of trust, Liens, Claims, pledges, or other security interests in or against the property of the Estates shall be fully released, terminated, extinguished, and discharged, in each case without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization, or approval of any Person. Any Person holding such Liens, Claims, or Interests will, if necessary, pursuant to section 1142 of the Bankruptcy Code, promptly execute and deliver to the Plan Debtors or the Plan Administrator, as the case may be, such instruments of termination, release, satisfaction, and/or assignment (in recordable form) as may be reasonably requested by the Plan Debtors or the Plan Administrator and shall incur no liability to any Person in connection with its execution and delivery of any such instruments. 7.10. Preservation of Rights of Action; Resulting Claim Treatment (a) As otherwise provided in this Joint Debtor Plan, the Confirmation Order, or the Joint Debtor Plan Supplement, and in accordance with section 1123(b) of the Bankruptcy Code, on the Effective Date, all of the Retained Causes of Action shall vest in the Plan Administrator. The Plan Administrator, on behalf of each Plan Debtor, shall retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all such Retained Causes of Action. For the avoidance of doubt, in accordance with Section 7.2 herein, the Plan Administrator shall retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all Retained Causes of Action held by the Plan Debtors prior to the Effective Date. 25

29

(b) On the Effective Date, the Plan Debtors and the Estates shall preserve and transfer the Retained Causes of Action to the Plan Administrator, with good, clean title to such property, free and clear of all liens, charges, Claims, encumbrances, and interests, to be pursued, pursuant to the Plan Administrator Agreement, for the benefit of holders of the Allowed Claims against the Plan Debtors. On the Effective Date, in accordance with section 1141 of the Bankruptcy Code, all of the Retained Causes of Action, as well as the rights and powers of the Debtors’ Estates applicable to the Retained Causes of Action, shall automatically vest in the Plan Administrator, for the benefit of the holders of Allowed Claims against the Plan Debtors. The Plan Administrator shall be solely responsible for prosecuting the Retained Causes of Action and distributing the proceeds thereof in accordance with this Joint Debtor Plan and the Plan Administrator Agreement, with no objective to continue or engage in the conduct of a trade or business. (c) The Plan Administrator appointed pursuant to the Plan Administrator Agreement shall, subject to the terms of the Plan Administrator Agreement, have full power, authority, and standing to prosecute, compromise, or otherwise resolve the Retained Causes of Action. The Plan Administrator, pursuant to the Plan Administrator Agreement, shall be authorized to exercise and perform all rights and powers held by the Estates with respect to the Retained Causes of Action, including, without limitation, the authority under section 1123(b)(3) of the Bankruptcy Code, and shall be deemed to be acting (with respect to the Retained Causes of Action) in the capacity of a bankruptcy trustee, receiver, liquidator, conservator, rehabilitator, creditors’ committee, representative appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, or any similar official who has been appointed to take control of, supervise, manage or liquidate the Estates, to provide for the prosecution, settlement, adjustment, retention, and enforcement of the Retained Causes of Action.. The Plan Debtors and Plan Administrator shall not be subject to any counterclaims with respect to the Retained Causes of Action. 7.11. Corporate Action. Upon the Effective Date, by virtue of the solicitation of votes in favor of this Joint Debtor Plan and entry of the Confirmation Order, all actions pursuant to, in contemplation of, or in connection with this Joint Debtor Plan shall be deemed authorized, approved, and, to the extent taken prior to the Effective Date, ratified without any requirement for further action by holders of Claims or Interests, the Plan Debtors, or any other Person. All matters provided for in this Joint Debtor Plan involving the corporate structure of the Plan Debtors and their Non-Debtor Affiliates in the CFGL Group and the PARD Group, and any corporate action required by the Plan Debtors and their Non-Debtor Affiliates in the CFGL Group or PARD Group in connection therewith, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Plan Debtors or any other Person. 7.12. Withholding and Reporting Requirements. (a) Withholding Rights. In connection with this Joint Debtor Plan and all instruments issued in connection therewith and distributed thereon, the Plan Administrator shall comply with all applicable withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions pursuant to this Joint Debtor Plan and all related agreements shall be subject to any such withholding or reporting requirements. 26

30

(b) Notwithstanding the above, each holder of an Allowed Claim or any other Person that receives a distribution pursuant to this Joint Debtor Plan shall have responsibility for any taxes imposed by any Governmental Unit, including, without limitation, income, withholding, and other taxes, on account of such distribution. The Plan Administrator shall have the right, but not the obligation, to not make a distribution until such holder has made arrangements satisfactory to such issuing or disbursing party for payment of any such tax obligations. (c) Forms. Any party entitled to receive any property as an issuance or distribution under this Joint Debtor Plan shall, upon request, deliver to the Plan Administrator, as applicable, an appropriate Form W-9 or (if the payee is a foreign Person) Form W-8, unless such Person is exempt under the tax code and so notifies the Plan Administrator. If such request is made by the Plan Administrator and the holder fails to comply before the date that is one hundred eighty (180) days after the request is made, the amount of such distribution shall irrevocably revert to the Plan Debtors and any Claim in respect of such distribution shall be discharged and forever barred from assertion against any Plan Debtor and its respective property. Such holder agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update its W-8 or W-9, as applicable. 7.13. Exemption From Certain Transfer Taxes. To the extent applicable and to the maximum extent provided by section 1146(a) of the Bankruptcy Code, any post-Confirmation sale by any Plan Debtor, or any transfer from any Person pursuant to, in contemplation of, or in connection with this Joint Debtor Plan or pursuant to: (i) the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Plan Debtors; or (ii) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, this Joint Debtor Plan, including any deeds, bills of sale, assignments, or other instruments of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to this Joint Debtor Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, in each case to the extent permitted by applicable bankruptcy law, and the appropriate state or local government officials or agents shall forego collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. 7.14. Effectuating Documents; Further Transactions. Prior to and after the Effective Date, the Plan Debtors and the Non-Debtor Affiliates and the officers and members of the boards of directors thereof, and, after the Effective Date, the Plan Administrator are authorized to and may issue, execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take any and all actions as may be necessary or appropriate to effectuate, implement, carry out, or further evidence the terms of this Joint Debtor Plan, or to otherwise comply with applicable law, without the need for any approvals, authorization, or consents except for those expressly required pursuant to this Joint Debtor Plan. 27

31

7.15. Severability. Notwithstanding the combination of separate plans of reorganization for the Plan Debtors set forth in this Plan for purposes of economy and efficiency, this Plan constitutes a separate chapter 11 plan for each of the Plan Debtors. If the Bankruptcy Court does not confirm this Plan with respect to one or more of the Plan Debtors, it may still, with the consent of the Plan Debtors, confirm this Plan with respect to any other Plan Debtor that satisfies the confirmation requirements of section 1129 of the Bankruptcy Code. 7.16. Management Incentive Plans; Employee Bonus Provisions. The Joint Debtor Plan does not provide for, nor is the Plan Administrator authorized to establish, any management incentive plans or other bonus provisions. SECTION 8. DISTRIBUTIONS. 8.1. Distributions Generally. The Disbursing Agent shall make all distributions to the appropriate holders of Allowed Claims in accordance with the terms of this Joint Debtor Plan. 8.2. Postpetition Interest. Except as otherwise specifically provided for in this Joint Debtor Plan, the Confirmation Order, or another order of the Bankruptcy Court or required by the Bankruptcy Code, postpetition interest shall not accrue or be paid on any Claims against a Plan Debtor, and no holder of a Claim against a Plan Debtor shall be entitled to interest accruing on such Claim on or after the Petition Date. 8.3. Distribution Record Date. Except with respect to publicly traded securities, as of the close of business on the Distribution Record Date, the various transfer registers for each of the Classes of Claims or Interests as maintained by the Plan Debtors or their respective agents, shall be deemed closed, and there shall be no further changes in the record of holders of any of the Claims or Interests. The Plan Debtors or the Plan Administrator shall have no obligation to recognize any transfer of the Claims or Interests occurring on or after the Distribution Record Date. In addition, with respect to payment of any Cure Obligations or disputes over any Cure Obligations, neither the Plan Debtors, the Plan Administrator, nor the Disbursing Agent shall have any obligation to recognize any party other than the non-Debtor party to the applicable Executory Contract or Unexpired Lease, even if such non-Debtor party has sold, assigned, or otherwise transferred its Claim for a Cure Obligation. 8.4. Date of Distributions. Except as otherwise provided herein, any distributions and deliveries to be made hereunder shall be made on the Effective Date or as soon thereafter as is practicable; provided, that the Disbursing Agent, may implement periodic distribution dates to the extent they determine 28

32

them to be appropriate. In the event that any payment or act under this Joint Debtor Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on or as soon as reasonably practicable after the next succeeding Business Day but shall be deemed to have been completed as of the required date. The Disbursing Agent shall reserve an amount sufficient to pay holders of Disputed Claims the amount such holders would be entitled to receive under this Joint Debtor Plan if such Claims were to become Allowed Claims. In the event the holders of Allowed Claims have not received payment in the amount such holders would be entitled to receive under this Joint Debtor Plan on account of their Claims after the resolution of all Disputed Claims, then the Disbursing Agent shall make a final distribution to all holders of such Allowed Claims. 8.5. Disbursing Agent. All distributions hereunder shall be made by the Plan Administrator, as Disbursing Agent, on or after the Effective Date or as otherwise provided herein. The Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties. 8.6. Powers of Disbursing Agent. (a) Powers of Disbursing Agent. The Disbursing Agent shall be empowered to (i) effect all actions and execute all agreements, instruments, and other documents necessary or appropriate to perform its duties hereunder, (ii) make all distributions contemplated hereby, and (iii) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to this Joint Debtor Plan, or as deemed by the Disbursing Agent to be necessary or appropriate to implement the provisions hereof. (b) Expenses Incurred on or After the Effective Date. To the extent the Disbursing Agent is a Person other than the Plan Administrator, except as otherwise ordered by the Bankruptcy Court, and subject to written Agreement with the Plan Administrator, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement Claims (including for reasonable attorneys’ and other professional fees and expenses) made by the Disbursing Agent shall be paid in Cash by the Plan Administrator. 8.7. Delivery of Distributions. The Disbursing Agent will distribute or cause to be distributed the applicable consideration under this Plan and, subject to Bankruptcy Rule 9010, will make all distributions to any holder of an Allowed Claim as and when required by this Plan at: (i) the address of such holder on the books and records of the Plan Debtors or their agents; or (ii) at the address in any written notice of address change delivered to the Plan Debtors or the Disbursing Agent, including any addresses included on any transfers of Claim filed pursuant to Bankruptcy Rule 3001; provided that any distribution made with respect to the PARD Bond Claims shall be made to, or at the written direction of, the PARD Bond Trustee in its respective capacities and according to the relevant respective interests. As soon as practicable thereafter, but subject to the rights of the PARD Bond Trustee to exercise any lien or priority right of payment granted to it under the PARD 29

33

Bond Documents, the PARD Bond Trustee shall arrange to deliver, or cause to be delivered, the relevant portion of such distribution to HSBC Nominees (Hong Kong) Ltd. (as registered holder of the PARD Bonds in its capacity as nominee for the common depositary for Euroclear Bank SA/NV and Clearstream Banking S.A. in accordance with the applicable PARD Bond Documents and such clearing systems’ respective policies and procedures for onward distribution to the applicable owners of the beneficial interests in the PARD Bonds. The PARD Bond Trustee is authorized, but not obligated, to take or not take any action to facilitate such distribution through the applicable clearing system. Without limiting the effect of Section 7.8, upon delivery by the PARD Bond Trustee of the relevant net amount, after exercising its lien or priority right of payment under Section 7.8 of such distribution, to HSBC Nominees (Hong Kong) Ltd. in its capacity as described above, the obligations of the PARD Bond Trustee to make, or cause to be made, any distributions with respect to the PARD Bond Claims shall be deemed satisfied and discharged. The PARD Bond Trustee shall not incur any liability whatsoever, and shall not be required to incur any cost or expense, with respect to making, or causing to be made, distributions in accordance with the terms of this Section 8.7. In the event that any distribution to any holder is returned as undeliverable, no distribution or payment to such holder shall be made unless and until the Disbursing Agent has been notified of the then-current address of such holder, at which time or as soon thereafter as reasonably practicable such distribution shall be made to such holder without interest. The Distribution Agent shall make no distribution that is less than $50.00. 8.8. Unclaimed Property. One year from the later of (i) the Effective Date and (ii) the date that is ten (10) Business Days after the date a Claim is first Allowed, all distributions payable on account of Claim that are not deliverable and remain unclaimed shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code and shall revert to the Plan Administrator, and all claims of any other Person (including the holder of a Claim in the same Class) to such distribution shall be discharged and forever barred. The Disbursing Agent shall have no obligation to attempt to locate any holder of an Allowed Claim other than by reviewing the Plan Debtors’ books and records and filings with the Bankruptcy Court. 8.9. Satisfaction of Claims. Unless otherwise provided herein, any distributions and deliveries to be made on account of Allowed Claims under this Plan shall be in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for such Allowed Claims. 8.10. Manner of Payment Under Joint Debtor Plan. At the option of the Plan Administrator or the Disbursing Agent, any Cash payment to be made under this Joint Debtor Plan may be made by a check or wire transfer. 30

34

8.11. No Distribution in Excess of Amount of Allowed Claim. Notwithstanding anything to the contrary in this Plan, no holder of an Allowed Claim shall receive, on account of such Allowed Claim, distributions in excess of the Allowed amount of such Claim. 8.12. Setoffs and Recoupments. The Plan Administrator, may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, offset or recoup against any Allowed Claim and the distributions to be made pursuant to this Plan on account of such Allowed Claim any and all Claims, rights, and Retained Causes of Action that a Plan Debtor or its successors may hold against the holder of such Allowed Claim; provided, that neither the failure to effect a setoff or recoupment nor the allowance of any Claim hereunder will constitute a waiver or release by a Plan Debtor or its successor of any Claims, rights, or Retained Causes of Action that such Plan Debtor or its successor or assign may possess against such holder. 8.13. Distributions After Effective Date. Distributions made after the Effective Date to holders of Disputed Claims that are not Allowed Claims as of the Effective Date, but which later become Allowed Claims shall be deemed to have been made on the Effective Date. 8.14. Allocation of Distributions Between Principal and Interest. Except as otherwise provided in this Joint Debtor Plan, to the extent that any Allowed Claim entitled to a distribution under this Joint Debtor Plan includes both indebtedness and accrued but unpaid interest thereon, such distribution shall be allocated to the principal amount (as determined for U.S. federal income tax purposes) of the Claim first, and then to accrued but unpaid interest. SECTION 9. PROCEDURES FOR DISPUTED CLAIMS. 9.1. Allowance of Claims. After the Effective Date, the Plan Administrator shall have and shall retain any and all rights and defenses that the Plan Debtors had with respect to any Claim, except with respect to any Claim deemed Allowed under this Joint Debtor Plan. Except as expressly provided in this Joint Debtor Plan or in any order entered in the Chapter 11 Cases prior to the Effective Date (including, without limitation, the Confirmation Order), no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed under this Joint Debtor Plan or the Bankruptcy Code or the Bankruptcy Court has entered a Final Order, including, without limitation, the Confirmation Order, in the Chapter 11 Cases allowing such Claim. 9.2. Objections to Claims. Any objections to Claims and requests for estimation of, Claims against the Plan Debtors shall be served and filed (i) on or before the one hundred eightieth (180th) day following 31

35

the later of (a) the Effective Date and (b) the date that a Proof of Claim is filed or amended or a Claim is otherwise asserted or amended in writing by or on behalf of a holder of such Claim or (ii) such later date as may be fixed by the Bankruptcy Court. All Disputed Claims not objected to by the end of such one hundred eighty (180) day period shall be deemed Allowed unless such period is extended upon approval of the Bankruptcy Court. 9.3. Estimation of Claims. The Plan Debtors or the Plan Administrator, as applicable, may at any time request that the Bankruptcy Court estimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether the Plan Debtors or the Plan Administrator, as applicable, previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including, without limitation, during the pendency of any appeal relating to any such objection. In the event that the Bankruptcy Court estimates any contingent, unliquidated, or Disputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on the amount of such Claim, the Plan Debtors or the Plan Administrator, as applicable, may pursue supplementary proceedings to object to the allowance of such Claim. All of the aforementioned objection, estimation and resolution procedures are intended to be cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court. 9.4. No Distributions Pending Allowance. If an objection to a Claim is filed as set forth in Section 9 of this Joint Debtor Plan, no payment or distribution provided under this Joint Debtor Plan shall be made on account of such Claim unless and until such Disputed Claim becomes an Allowed Claim. 9.5. Payment of Disputed Claims. The Disbursing Agent shall make distributions on account of Disputed Claims (once Allowed) as if such Disputed Claims were Allowed Claims as of the Effective Date. As soon as practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim becomes a Final Order, the Disbursing Agent shall provide to the holder of such Claim the distribution (if any) to which such holder is entitled under this Joint Debtor Plan as of the Effective Date, without any interest to be paid on account of such Claim unless required under applicable bankruptcy law. 9.6. Resolution of Disputed Claims. (a) On and after the Effective Date, the Plan Administrator shall have the sole authority to (i) litigate, compromise, settle, otherwise resolve, or withdraw any objections to all Claims against the Plan Debtors and to compromise and settle any such Disputed Claims without any further notice to or action, order, or approval by the Bankruptcy Court or any other 32

36

party and (ii) administer and adjust the Claims Register to reflect any such settlements or compromises without any further action, order, notice to, or approval by the Bankruptcy Court or any other party. (b) Expungement of, or Adjustment to, Paid, Satisfied, or Superseded Claims. Any Claim that has been paid, satisfied, or superseded, or any Claim that has been amended or superseded, may be adjusted or expunged on the Claims Register by the Plan Administrator without a Claims objection having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court. (c) Disallowance of Late Claims. EXCEPT AS OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM FILED AFTER THE APPLICABLE DEADLINE FOR FILING SUCH PROOFS OF CLAIM SHALL BE DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE WITHOUT ANY FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT, AND HOLDERS OF SUCH CLAIMS MAY NOT RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS, UNLESS SUCH LATE PROOF OF CLAIM IS DEEMED TIMELY FILED BY A FINAL ORDER OF THE BANKRUPTCY COURT ON OR BEFORE THE LATER OF THE CONFIRMATION HEARING AND THE DATE THAT IS FORTY-FIVE (45) DAYS AFTER THE APPLICABLE DEADLINE FOR FILING SUCH PROOFS OF CLAIM. 9.7. Objection to Fee Claims. Any objections to Fee Claims shall be served and filed no later than (i) fifteen (15) days after the filing of the final applications for compensation or reimbursement by the applicable Professionals or (ii) such later date as ordered by the Bankruptcy Court. 9.8. Claims Resolution Procedures Cumulative. All of the objection, estimation, and resolution procedures in this Plan are intended to be cumulative and not exclusive of one another. Claims may be estimated and subsequently settled, compromised, withdrawn, or resolved in accordance with this Plan by any mechanism approved by the Bankruptcy Court. 9.9. Disallowed Claims. All Claims (if any) held by Persons against whom any of the Plan Debtors has commenced a proceeding asserting a Cause of Action under sections 542, 543, 544, 545, 547, 548, 549, or 550 of the Bankruptcy Code shall be deemed “disallowed.” Claims pursuant to section 502(d) of the Bankruptcy Code and holders of such Claims shall not be entitled to vote to accept or reject this Joint Debtor Plan. Claims that are deemed disallowed pursuant to this section shall continue to be disallowed for all purposes until the Avoidance Action against such party has been settled or resolved by Final Order and any sums due to the Plan Debtors or the Plan Administrator, as applicable, from such party have been paid. 33

37

SECTION 10. EXECUTORY CONTRACTS AND UNEXPIRED LEASES. 10.1. Rejection of Executory Contracts and Unexpired Leases. As of and subject to the occurrence of the Effective Date and the payment of any applicable Cure Obligation, except as otherwise provided in this Joint Debtor Plan, each Executory Contract and Unexpired Lease to which the Plan Debtors are party not previously rejected, assumed, or assumed and assigned shall be deemed rejected pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease is specifically designated on the Schedule of Assumed Contracts and Leases filed with the Joint Debtor Plan Supplement. 10.2. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. (a) Any Cure Obligation due under each Executory Contract and Unexpired Lease to be assumed pursuant to this Joint Debtor Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment in Cash on the Effective Date, subject to the limitation described below, by the Plan Debtors as an Administrative Expense Claim or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (i) the amount of the Cure Obligation, (ii) the ability of the Estates or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (iii) any other matter pertaining to assumption or the Cure Obligations required by section 365(b)(1) of the Bankruptcy Code shall be satisfied following the entry of a Final Order or orders resolving the dispute and approving the assumption. (b) At least five (5) days before the Voting Deadline, the Plan Debtors shall cause notice of proposed Cure Obligations to be sent to applicable counterparties to the Executory Contracts and Unexpired Leases. Any objection by such counterparty must be filed, served, and actually received by the Plan Debtors not later than ten (10) days after service of notice of the Plan Debtors’ proposed assumption and associated Cure Obligation. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed cure amount will be deemed to have assented to such assumption or assumption and assignment and the Cure Obligation, and shall be forever barred, estopped, and enjoined from challenging the validity of such assumption or assumption and assignment or the amount of such Cure Obligation thereafter. (c) Assumption of any Executory Contract or Unexpired Lease pursuant to this Joint Debtor Plan, or otherwise, shall result in the full release and satisfaction of any Claims or defaults, subject to satisfaction of the Cure Obligations, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time before the Effective Date of assumption and/or assignment. 34

38

10.3. Claims Based on Rejection of Executory Contracts and Unexpired Leases. (a) Unless otherwise provided by an order of the Bankruptcy Court, any Proofs of Claim based on the rejection of the Plan Debtors’ Executory Contracts or Unexpired Leases pursuant to this Joint Debtor Plan or otherwise, must be filed with the Bankruptcy Court and served on the Plan Administrator no later than thirty (30) days after the effective date of rejection of such Executory Contract or Unexpired Lease. In addition, any objection to the rejection of an Executory Contract or Unexpired Lease must be filed with the Bankruptcy Court and served on the Debtors, no later than fourteen (14) days after notice of the Plan Debtors’ proposed rejection of such Executory Contract or Unexpired Lease. (b) Any holders of Claims arising from the rejection of an Executory Contract or Unexpired Lease for which Proofs of Claims were not timely filed as set forth in paragraph (a) above shall not (i) be treated as a creditor with respect to such Claim, (ii) be permitted to vote to accept or reject this Joint Debtor Plan on account of any Claim arising from such rejection, or (iii) participate in any distribution in the Chapter 11 Cases on account of such Claim, and any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed with the Bankruptcy Court within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Plan Debtors, the Estates, or the property for any of the foregoing without the need for any objection by the Plan Debtors or Plan Administrator, as applicable, or further notice to, or action, order, or approval of the Bankruptcy Court or any other Person, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully compromised, settled, and released, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Plan Debtors’ prepetition Executory Contracts or prepetition Unexpired Leases shall be classified as General Unsecured Claims, except as otherwise provided by order of the Bankruptcy Court. 10.4. Modifications, Amendments, Supplements, Restatements, or Other Agreements. Each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under this Joint Debtor Plan. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith. 35

39

10.5. Insurance Policies. (a) Each insurance policy, including the D&O Policy, to which the Plan Debtors are a party as of the Effective Date, shall be deemed executory and shall be assumed by the Plan Debtors on behalf of the applicable Plan Debtor effective as of the Effective Date, pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such insurance policy previously was rejected by the Debtors pursuant to a Bankruptcy Court order or is the subject of a motion to reject pending on the Effective Date, and coverage for defense and indemnity under the D&O Policy shall remain available to all individuals within the definition of “Insured” in the D&O Policy. (b) In addition, after the Effective Date, all officers, directors, agents, or employees who served in such capacity at any time before the Effective Date shall be entitled to the full benefits of any D&O Policy (including any “tail” policy) in effect or purchased as of the Petition Date for the full term of such policy regardless of whether such officers, directors, agents, and/or employees remain in such positions after the Effective Date, in each case, to the extent set forth in such policies. 10.6. Survival of Debtors’ Indemnification Obligations. To the fullest extent permitted by applicable law, any obligations of the Plan Debtors pursuant to their corporate charters, by-laws, limited liability company agreements, memorandum and articles of association, or other documents and agreements to indemnify current and former officers, directors, agents, or employees with respect to all present and future actions, suits, and proceedings against the Plan Debtors or such officers, directors, agents, or employees based upon any act or omission for or on behalf of the Plan Debtors shall not be discharged, impaired, or otherwise affected by this Joint Debtor Plan; provided, that, the Plan Debtors shall not indemnify officers, directors, agents, or employees of the Plan Debtors for any claims or Causes of Action arising out of or relating to any act or omission that is a criminal act unless such officer, director, agent, or employee had no reasonable cause to believe its conduct was unlawful, or for any other acts or omissions that are excluded under the terms of the foregoing organizational documents. All such obligations shall be deemed and treated as executory contracts to be assumed by the Plan Debtors under this Joint Debtor Plan unless such obligation previously was rejected by the Plan Debtors pursuant to a Bankruptcy Court order, or is the subject of a motion to reject pending on the Effective Date. 10.7. Compensation and Benefit Plans. Unless otherwise provided in this Plan, all employment and severance policies, and all compensation and benefits plans, policies, and programs of the Plan Debtors applicable to their respective employees, retirees, and non-employee directors, including all savings plans, retirement plans, healthcare plans, disability plans, severance benefit plans, incentive plans, and life and accidental death and dismemberment insurance plans, are deemed to be, and shall be treated as, executory contracts under this Plan and, on the Effective Date, shall be rejected pursuant to sections 365 and 1123 of the Bankruptcy Code. 36

40

10.8. Reservation of Rights. Neither the exclusion nor inclusion of any contract or lease in this Joint Debtor Plan, nor anything contained in the Joint Debtor Plan Supplement, shall constitute an admission by the Plan Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that the Estates have any liability thereunder. In the event of a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Plan Debtors, or the Plan Administrator, as applicable, shall have thirty (30) days following entry of a Final Order resolving such dispute to alter the treatment of such contract or lease as otherwise provided in this Joint Debtor Plan. SECTION 11. CONDITIONS PRECEDENT TO EFFECTIVE DATE. 11.1. Conditions Precedent to Effective Date. The occurrence of the Effective Date of this Joint Debtor Plan is subject to the following conditions precedent: (a) the Bankruptcy Court shall have entered the Confirmation Order, the Confirmation Date shall have occurred, and the Confirmation Order shall not be subject to any stay; (b) all actions, documents, and agreements necessary to implement and consummate this Joint Debtor Plan, including, without limitation, entry into the documents contained in this Joint Debtor Plan Supplement, and the transactions and other matters contemplated thereby, shall have been effected or executed; (c) Effective Date of the CFG Peru Plan shall have occurred, and the CFG Peru Settlement Payment and the CFG Peru Administrative Expense Settlement Proceeds shall have been released; (d) The CFG Peru Plan shall have been sanctioned by the U.K. Court and the Effective Date thereunder shall have occurred. (e) The Plan Debtors shall have sufficient funds, entered into payment plans sufficient, or arranged with a creditworthy party, to pay the obligations set forth in this Joint Debtor Plan; (f) The conditions precedent to the Liquidator-Controlled Companies Settlement Agreement shall have been satisfied or waived in accordance with the terms thereof and the Debtor Settlement Parties shall have irrevocably paid to the Liquidators the full Settlement Payment as set forth in the Liquidator-Controlled Companies Settlement Agreement; (g) all governmental and third party approvals and consents, including Bankruptcy Court approval, necessary in connection with the transactions contemplated by this Joint Debtor Plan shall have been obtained, not be subject to unfulfilled conditions and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on such transactions. 37

41

11.2. Waiver of Conditions Precedent. Each of the conditions precedent in Section 11.1 of this Joint Debtor Plan other than the conditions set forth in Section 11.1(a), 11.1(c), 11(d) and 11.1(f) of this Joint Debtor Plan may be waived in writing by the Plan Debtors. The Plan Debtors may not waive Section 11(c) or 11(d) of this Joint Debtor Plan without the prior written consent of each of the Majority Consenting Creditors (as defined in the Restructuring Support Agreement), (as defined in the CFG Peru Plan)), the Club Facility Agent and the trustee under the Senior Notes Indenture (each as defined in the CFG Peru Plan). The condition precedent set forth in Section 11.1(f) of this Joint Debtor Plan may not be waived without the prior written consent of the Liquidators. 11.3. Effect of Failure of Conditions to Effective Date. Unless otherwise extended by the Plan Debtors, if the Confirmation Order is vacated, (i) no distributions under this Joint Debtor Plan shall be made, (ii) the Plan Debtors and all holders of Claims and Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date never occurred, and (iii) all the Plan Debtors’ obligations with respect to the Claims and the Interests shall remain unchanged and nothing contained in this Joint Debtor Plan shall be deemed to constitute a waiver or release of any Claims by or against the Plan Debtors or any other entity or to prejudice in any manner the rights of the Plan Debtors or any other entity in any further proceedings involving the Plan Debtors or otherwise. SECTION 12. EFFECT OF CONFIRMATION. 12.1. Operation of Plan Debtors. Subject to the terms of this Plan, on and after the Effective Date, the Plan Administrator may operate the Debtors’ businesses and may use, acquire, and dispose of property and prosecute, compromise, or settle any Claims (including any Administrative Expense Claims) and Retained Causes of Action without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules other than restrictions expressly imposed by this Plan or the Confirmation Order. 12.2. Subordinated Claims. The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the respective distributions and treatments thereof under this Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors reserve the right to re-classify any Allowed Claim or Allowed Interest in accordance with any contractual, legal, or equitable subordination relating thereto. 38

42

12.3. Binding Effect. Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code and subject to the occurrence of the Effective Date, on and after the Effective Date, the provisions of this Joint Debtor Plan shall bind any holder of a Claim against, or Interest in, the Plan Debtors, and such holder’s respective successors and assigns, whether or not the Claim or Interest of such holder is Impaired under this Joint Debtor Plan and whether or not such holder has accepted this Joint Debtor Plan. 12.4. Discharge of Claims and Termination of Interests. Except as otherwise provided in this Joint Debtor Plan, effective as of the Effective Date: (i) the rights afforded in this Joint Debtor Plan and the treatment of all Claims and Interests shall be in exchange for and in complete satisfaction, discharge and release of all Claims and Interests of any nature whatsoever, including any interest accrued on such Claims from and after the Petition Date, against the Plan Debtors or any of their assets, property or Estates; (ii) all Claims and Interests shall be satisfied, discharged and released in full, and the Plan Debtors’ liability with respect thereto shall be extinguished completely, including any liability of the kind specified under section 502(g) of the Bankruptcy Code; and (iii) all Persons shall be precluded and enjoined, pursuant to sections 105, 524, and 1141 of the Bankruptcy Code, from asserting against the Plan Debtors, the Plan Administrator, the Estates, their successors and assigns and their assets and properties any other Claims or Interests based upon any documents, instruments, or any act or omission, transaction or other activity of any kind or nature that occurred before the Effective Date. 12.5. Term of Injunctions or Stays. Unless otherwise provided in this Plan, all injunctions or stays arising under or entered during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the later of the Effective Date and the date indicated in the order providing for such injunction or stay. 12.6. Retention of Causes of Action and Reservation of Rights. Except as provided in Sections 12.7, 12.8, 12.9, and 12.10 hereof, nothing contained in this Joint Debtor Plan or the Confirmation Order shall be deemed to be a waiver or the relinquishment of any rights claims, Causes of Action, rights of setoff or recoupment, or other legal or equitable defenses that the Plan Debtors or the Estates had immediately before the Effective Date on behalf of the Estates or of themselves in accordance with any provision of the Bankruptcy Code or any applicable non-bankruptcy law, including, without limitation, (i) any and all Claims against any Person, to the extent such Person asserts a crossclaim, counterclaim, and/or Claim for setoff which seeks affirmative relief against the Plan Debtors or the Plan Debtors’ officers, directors, or representatives and (ii) the turnover of any property of the Plan Debtors’ Estates. Subject to Sections 12.7, 12.8, 12.9, and 12.10 hereof, the Plan Debtors or the Plan Administrator, as the case may be, shall have, retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff or recoupment, and other legal or equitable defenses as fully as if the Chapter 11 Cases had not been commenced, and all of the Plan Debtors’ legal and 39

43

equitable rights in respect of any Unimpaired Claim may be asserted after the Effective Date to the same extent as if the Chapter 11 Cases had not been commenced. 12.7. Releases by the Plan Debtors. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS JOINT DEBTOR PLAN OR THE CONFIRMATION ORDER, AND TO THE FULLEST EXTENT AUTHORIZED BY APPLICABLE LAW, FOR GOOD AND VALUABLE CONSIDERATION, THE ADEQUACY OF WHICH IS HEREBY CONFIRMED, THE RELEASED PARTIES AND THEIR RESPECTIVE PROPERTY ARE DEEMED RELEASED AND DISCHARGED BY THE PLAN DEBTORS, THEIR ESTATES, AND ANY PERSON SEEKING TO EXERCISE THE RIGHTS OF THE PLAN DEBTORS OR THEIR ESTATES AND THEIR RESPECTIVE PROPERTY (AND EACH SUCH RELEASED PARTY SHALL BE DEEMED RELEASED BY EACH PLAN DEBTOR AND ITS ESTATE AND THEIR RESPECTIVE PROPERTY) FROM ANY AND ALL CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, REMEDIES, CAUSES OF ACTION, RIGHTS OF SETOFF, OTHER RIGHTS, AND LIABILITIES WHATSOEVER, WHETHER FOR TORT, CONTRACT, VIOLATIONS OF APPLICABLE SECURITIES LAWS, AVOIDANCE ACTIONS, INCLUDING ANY DERIVATIVE CLAIMS, ASSERTED OR THAT COULD POSSIBLY HAVE BEEN ASSERTED DIRECTLY OR INDIRECTLY, WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT, MATURED OR UNMATURED, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, EXISTING OR HEREAFTER ARISING, IN LAW, EQUITY, OR OTHERWISE, AND ANY AND ALL CAUSES OF ACTION ASSERTED OR THAT COULD POSSIBLY HAVE BEEN ASSERTED, BASED ON OR IN ANY WAY RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE PLAN DEBTORS, THEIR ESTATES OR THEIR NON-DEBTOR AFFILIATES IN THE CFGL GROUP OR THE PARD GROUP, THE CONDUCT OF THE PLAN DEBTORS’ BUSINESS, THE FORMULATION, PREPARATION, SOLICITATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE DISCLOSURE STATEMENT OR THIS JOINT DEBTOR PLAN OR ANY CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH OR PURSUANT TO THE DISCLOSURE STATEMENT, THIS JOINT DEBTOR PLAN, THE FILING AND PROSECUTION OF THE CHAPTER 11 CASES, THE PURSUIT OF CONSUMMATION OF THIS JOINT DEBTOR PLAN, THE SUBJECT MATTER OF, OR THE TRANSACTIONS OR EVENTS GIVING RISE TO, ANY CLAIM OR EQUITY INTEREST THAT IS TREATED IN THIS JOINT DEBTOR PLAN, THE BUSINESS OR CONTRACTUAL ARRANGEMENTS BETWEEN THE PLAN DEBTORS, THEIR ESTATES OR THEIR AFFILIATES, ON THE ONE HAND, AND ANY RELEASED PARTY, ON THE OTHER HAND, OR ANY OTHER ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE BEFORE THE EFFECTIVE DATE; PROVIDED THAT, THE FORGOING RELEASE SHALL NOT OPERATE TO WAIVE OR RELEASE ANY CLAIMS OR CAUSES OF ACTION OF THE DEBTORS OR THEIR RESPECTIVE CHAPTER 11 ESTATES THAT ARE SET FORTH ON THE SCHEDULE OF RETAINED CAUSES OF ACTION; PROVIDED, FURTHER, NOTWITHSTANDING THE FOREGOING 40

44

PROVISION, THE RELEASES BY HOLDERS OF CLAIMS AND INTERESTS SHALL NOT BE EFFECTIVE AS TO THE PICKENPACK ENTITIES’ CLAIMS BETWEEN AND AMONGST THEMSELVES, AND FOR AVOIDANCE OF DOUBT, NOTHING IN THE JOINT DEBTOR PLAN SHALL WAIVE, ENCUMBER, OR OTHERWISE AFFECT ANY PICKENPACK ENTITY’S INTERCOMPANY CLAIMS AGAINST ANY OTHER PICKENPACK ENTITY. 12.8. Releases by Holders of Claims and Interests. AS OF THE EFFECTIVE DATE AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS JOINT DEBTOR PLAN OR THE CONFIRMATION ORDER, AND TO THE FULLEST EXTENT AUTHORIZED BY APPLICABLE LAW, THE RELEASED PARTIES AND THEIR RESPECTIVE PROPERTY ARE DEEMED TO BE RELEASED AND DISCHARGED BY THE RELEASING PARTIES FROM ANY AND ALL CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, REMEDIES, CAUSES OF ACTION, RIGHTS OF SETOFF, OTHER RIGHTS, AND LIABILITIES WHATSOEVER, WHETHER FOR TORT, CONTRACT, VIOLATIONS OF APPLICABLE SECURITIES LAWS, AVOIDANCE ACTIONS, INCLUDING ANY DERIVATIVE CLAIMS, ASSERTED OR THAT COULD POSSIBLY HAVE BEEN ASSERTED DIRECTLY OR INDIRECTLY, WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT, MATURED OR UNMATURED, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, EXISTING OR HEREAFTER ARISING, IN LAW, EQUITY, OR OTHERWISE, AND ANY AND ALL CAUSES OF ACTION ASSERTED OR THAT COULD POSSIBLY HAVE BEEN ASSERTED, BASED ON OR IN ANY WAY RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE PLAN DEBTORS, THEIR ESTATES OR THEIR NON-DEBTOR AFFILIATES IN THE CFGL GROUP AND THE PARD GROUP, THE CONDUCT OF THE PLAN DEBTORS’ BUSINESS, THE FORMULATION, PREPARATION, SOLICITATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE DISCLOSURE STATEMENT OR THIS JOINT DEBTOR PLAN OR ANY CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH OR PURSUANT TO THE DISCLOSURE STATEMENT OR THIS JOINT DEBTOR PLAN, THE FILING AND PROSECUTION OF THE CHAPTER 11 CASES, THE PURSUIT OF CONSUMMATION OF THIS JOINT DEBTOR PLAN, THE SUBJECT MATTER OF, OR THE TRANSACTIONS OR EVENTS GIVING RISE TO, ANY CLAIM OR EQUITY INTEREST THAT IS TREATED IN THIS JOINT DEBTOR PLAN, THE BUSINESS OR CONTRACTUAL ARRANGEMENTS BETWEEN THE RELEASING PARTIES, ON THE ONE HAND, AND ANY RELEASED PARTY, ON THE OTHER HAND, OR ANY OTHER ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE BEFORE THE EFFECTIVE DATE; PROVIDED, THAT NOTWITHSTANDING THE FOREGOING PROVISION, THE RELEASES BY HOLDERS OF CLAIMS AND INTERESTS SHALL NOT BE EFFECTIVE AS TO (I) THE PICKENPACK ENTITIES’ CLAIMS BETWEEN AND AMONGST THEMSELVES, AND FOR AVOIDANCE OF DOUBT, NOTHING IN THE JOINT DEBTOR PLAN SHALL WAIVE, ENCUMBER, OR OTHERWISE AFFECT ANY PICKENPACK ENTITY’S INTERCOMPANY CLAIMS AGAINST ANY OTHER PICKENPACK ENTITY AND (II) 41

45

ANY AND ALL CLAIMS THAT ANY ENTITY MAY HAVE TIMELY FILED IN THE PICKENPACK GROUP’S INSOLVENCY PROCEEDINGS IN GERMANY; PROVIDED, FURTHER, NOTWITHSTANDING THE FOREGOING OR ANYTHING IN THIS JOINT DEBTOR PLAN TO THE CONTRARY, NOTING HIN THIS JOINT DEBTOR PLAN (INCLUDING, WITHOUT LIMITATION, THE RELEASES SET FORTH HEREIN) SHALL RELEASE, DISCHARGE, WAIVE, DIMINISH, IMPAIR OR AFFECT IN ANY WAY ANY CLAIMS, CAUSES OF ACTION OR RIGHTS OF RECOVERY HELD BY THE LIQUIDATORS OR ANY LIQUIDATOR-CONTROLLED COMPANY, WHICH SHALL BE SUBJECT TO THE TERMS OF THE LIQUIDATOR-CONTROLLED COMPANIES SETTLEMENT AGREEMENT.; AND PROVIDED FURTHER, NOTWITHSTANDING THE FOREGOING OR ANYTHING IN THE JOINT DEBTOR PLAN TO THE CONTRARY, NOTHING IN THE JOINT DEBTOR PLAN SHALL MODIFY, AMEND, RELEASE, OR OTHERWISE AFFECT ANY RIGHTS OR OBLIGATIONS UNDER THE CFG PERU SETTLEMENT AGREEMENT. 12.9. Exculpation. Except as otherwise provided in this Joint Debtor Plan or the Confirmation Order, the Exculpated Parties shall neither have nor incur any liability to any Person for any postpetition act taken or omitted to be taken in connection with the Chapter 11 Cases, or related to formulating, negotiating, soliciting, preparing, disseminating, confirming, or implementing this Joint Debtor Plan or consummating this Joint Debtor Plan, the Disclosure Statement, or any contract, instrument, release, or other agreement or document created or entered into in connection with this Joint Debtor Plan. Without limiting the foregoing “Exculpation,” the rights of any holder of a Claim or Interest to enforce rights arising under this Joint Debtor Plan shall be preserved, including the right to compel payment of distributions in accordance with this Joint Debtor Plan provided, notwithstanding the foregoing, this paragraph shall not apply to any Claims held by the Liquidators or any Liquidator-Controlled Company, which shall be subject to the Liquidator-Controlled Companies Settlement Agreement. 12.10. Injunction. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS JOINT DEBTOR PLAN OR IN THE CONFIRMATION ORDER, ALL PERSONS OR ENTITIES WHO HAVE HELD, HOLD OR MAY HOLD CLAIMS AGAINST OR INTERESTS IN THE PLAN DEBTORS THAT ARE TREATED UNDER THIS JOINT DEBTOR PLAN (OTHER THAN CLAIMS HELD BY THE LIQUIDATORS OR ANY LIQUIDATOR-CONTROLLED COMPANY, WHICH SHALL BE SUBJECT TO THE LIQUIDATOR-CONTROLLED COMPANIES SETTLEMENT AGREEMENT) SHALL BE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM (I) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF ANY SUCH CLAIM OR INTEREST AGAINST ANY OF THE PLAN DEBTORS OR NON-DEBTOR AFFILIATE IN THE CFGL GROUP OR PARD GROUP, (II) THE ENFORCEMENT, ATTACHMENT, COLLECTION, OR RECOVERY BY ANY MANNER OR MEANS OF ANY JUDGMENT, AWARD, DECREE, OR ORDER AGAINST ANY DEBTOR OR NON-DEBTOR AFFILIATE IN THE CFGL GROUP OR PARD GROUP WITH RESPECT TO SUCH CLAIM OR INTEREST, 42

46

(III) CREATING, PERFECTING, OR ENFORCING ANY ENCUMBRANCE OF ANY KIND AGAINST ANY DEBTOR OR AGAINST THE PROPERTY OR INTERESTS IN PROPERTY OF ANY PLAN DEBTOR OR NON-DEBTOR AFFILIATE IN THE CFGL GROUP OR PARD GROUP WITH RESPECT TO SUCH CLAIM OR INTEREST, (IV) ASSERTING ANY RIGHT OF SETOFF, SUBROGATION, OR RECOUPMENT OF ANY KIND AGAINST ANY OBLIGATION DUE TO ANY PLAN DEBTOR OR NON-DEBTOR AFFILIATE IN THE CFGL GROUP OR PARD GROUP OR AGAINST THE PROPERTY OR INTERESTS IN PROPERTY OF ANY PLAN DEBTOR OR NON-DEBTOR AFFILIATE IN THE CFGL GROUP OR PARD GROUP WITH RESPECT TO SUCH CLAIM OR INTEREST, EXCEPT AS CONTEMPLATED OR ALLOWED BY THIS JOINT DEBTOR PLAN, (V) ACTING OR PROCEEDING IN ANY MANNER IN ANY PLACE WHATSOEVER WITH RESPECT TO SUCH CLAIM OR INTEREST, THAT DOES NOT CONFORM TO OR COMPLY WITH THE PROVISIONS OF THIS JOINT DEBTOR PLAN, AND (VI) COMMENCING, CONTINUING, OR ASSERTING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND WITH RESPECT TO ANY CLAIMS WHICH ARE EXTINGUISHED OR RELEASED PURSUANT TO THIS JOINT DEBTOR PLAN; AND (IV) TAKING ANY ACTIONS TO INTERFERE WITH THE IMPLEMENTATION OR CONSUMMATION OF THE JOINT DEBTOR PLAN. 12.11. Exception to Exculpation Provisions Notwithstanding the foregoing exculpation provisions, to the extent that a claim or cause of action is determined by a Final Order to have resulted from the actual fraud, willful misconduct, or gross negligence, of an Exculpated Party, such claim or cause of action shall not be so released against such Exculpated Party. 12.12. Solicitation of Joint Debtor Plan. As of the Effective Date and subject to the occurrence of the Effective Date: (i) the Plan Debtors shall be deemed to have solicited acceptances of this Joint Debtor Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, including, without limitation, sections 1125(a) and (e) of the Bankruptcy Code, and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with such solicitation; and (ii) the Plan Debtors and each of their respective directors, officers, employees, Affiliates, agents, financial advisors, investment bankers, professionals, accountants, and attorneys, in each case solely in their capacity as such, shall be deemed to have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer and issuance of any securities under this Joint Debtor Plan (if any), and therefore, are not, and on account of such offer, issuance and solicitation will not be, liable at any time for any violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of this Joint Debtor Plan or the offer and issuance of any securities under this Joint Debtor Plan (in each case, if applicable). 12.13. Ipso Facto and Similar Provisions Ineffective. Upon the Effective Date, any term of any prepetition policy, prepetition contract, or other prepetition obligation applicable to a Plan Debtor shall be void and of no further force or 43

47

effect with respect to any Plan Debtor to the extent that such policy, contract, or other obligation is conditioned on, creates an obligation of the Plan Debtor as a result of, or gives rise to a right of any Person based on any of the following: (i) the insolvency or financial condition of a Plan Debtor; (ii) the commencement of the Chapter 11 Cases; (iii) the Confirmation or Consummation of this Joint Debtor Plan, including any change of control that will occur as a result of such Consummation; or (iv) the Restructuring or any action taken in furtherance thereof. 12.14. Reservation of Rights of HSBC-HK. For the avoidance of any doubt, and notwithstanding anything to the contrary in this Joint Debtor Plan or the confirmation order, including, without limitation, section 11, and subject to the terms of the HSBC Settlement Deed, no release, exculpation, or injunction granted under the Joint Debtor Plan or the confirmation order or any other document, instrument or agreement approved thereby shall be binding on HSBC-HK with respect to any person or entity other than the Plan Debtors (and solely to the extent of the discharge provided to such plan debtors herein). Subject to the HSBC Settlement Deed, the rights for distribution with respect to the foregoing claims are reserved, and all loans, notes, instruments, certificates, and other documents evidencing the claims referenced in this paragraph shall not be deemed surrendered or cancelled. 12.15. Reservation of Rights of the Liquidators and Liquidator-Controlled Companies For the avoidance of any doubt, and notwithstanding anything to the contrary in this Joint Debtor Plan or the Confirmation Order, including, without limitation, section 11, and subject to the terms of the Liquidator-Controlled Companies Settlement Agreement, no release, exculpation, or injunction granted under the Joint Debtor Plan or the Confirmation Order or any other document, instrument or agreement approved thereby shall be binding on the Liquidators or the Liquidator-Controlled Companies. 12.16. Joint Debtor Plan Supplement. The Joint Debtor Plan Supplement shall be filed with the Clerk of the Bankruptcy Court by no later than five (5) days before the Voting Deadline. Upon its filing with the Bankruptcy Court, this Joint Debtor Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy Court during normal court hours. Documents to be included in this Joint Debtor Plan Supplement will be posted at the website of court-appointed claims and noticing agent (http://dm.epiq11.com/#/case/CHF/dockets) as they become available. SECTION 13. RETENTION OF JURISDICTION. On and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over all matters arising in, arising under, and related to the Chapter 11 Cases for, among other things, the following purposes: (a) to hear and determine motions and/or applications for the assumption or rejection of Executory Contracts or Unexpired Leases and the allowance, classification, priority, compromise, estimation, or payment of Claims resulting therefrom; (b) to determine any motion, adversary proceeding, application, contested matter, or other litigated matter pending on or commenced after the Confirmation Date; 44

48

(c) to ensure that distributions to holders of Allowed Claims are accomplished as provided in this Joint Debtor Plan; (d) to consider Claims or the allowance, classification, priority, compromise, estimation, or payment of any Claim; (e) to enter, implement, or enforce such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, reversed, revoked, modified, or vacated; (f) to issue injunctions, enter and implement other orders, and take such other actions as may be necessary or appropriate to restrain interference by any Person with the Consummation, implementation, or enforcement of this Joint Debtor Plan, the Confirmation Order, or any other order of the Bankruptcy Court; (g) enforce the injunction, release, and exculpation provisions contained in this Plan; (h) to hear and determine any application to modify this Joint Debtor Plan in accordance with section 1127 of the Bankruptcy Code, to remedy any defect or omission or reconcile any inconsistency in this Joint Debtor Plan, or any order of the Bankruptcy Court, including the Confirmation Order, in such a manner as may be necessary to carry out the purposes and effects thereof; (i) to hear and determine all applications under sections 330, 331, and 503(b) of the Bankruptcy Code for awards of compensation for services rendered and reimbursement of expenses incurred before the Confirmation Date; (j) to hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Joint Debtor Plan or the Confirmation Order or any agreement, instrument, or other document governing or relating to any of the foregoing; (k) to take any action and issue such orders as may be necessary to construe, interpret, enforce, implement, execute, and consummate this Joint Debtor Plan or to maintain the integrity of this Joint Debtor Plan following Consummation; (l) to determine such other matters and for such other purposes as may be provided in the Confirmation Order; (m) to hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including any requests for expedited determinations under section 505(b) of the Bankruptcy Code); (n) to adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code; (o) to adjudicate any and all disputes arising from or relating to distributions under this Joint Debtor Plan; 45

49

(p) to hear and determine any other matters related to this Joint Debtor Plan and not inconsistent with the Bankruptcy Code and title 28 of the United States Code; (q) to enter a final decree closing the Chapter 11 Cases; (r) to enforce all orders previously entered by the Bankruptcy Court; (s) to recover all assets of the Debtors and property of the Estates, wherever located; (t) to adjudicate disputes relating to the Retained Causes of Action and the Plan Administrator Agreement, including, but not limited to, any distributions by the Plan Administrator; and (u) to hear and determine any rights, Claims, or Causes of Action held by or accruing to the Debtors pursuant to the Bankruptcy Code or pursuant to any federal statute or legal theory. SECTION 14. MISCELLANEOUS PROVISIONS. 14.1. Payment of Statutory Fees. On the Effective Date and thereafter as may be required, the Plan Debtors or the Plan Administrator, as applicable, shall pay all fees incurred pursuant to section 1930 of title 28 of the United States Code, together with interest, if any, pursuant to section 3717 of title 31 of the United States Code for each Debtor’s case. 14.2. Substantial Consummation. On the Effective Date, this Joint Debtor Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code. 14.3. Amendments. (a) Joint Debtor Plan Modifications. This Joint Debtor Plan may be amended, modified, or supplemented by the Debtors in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law without additional disclosure pursuant to section 1125 of the Bankruptcy Code. (b) Other Amendments. Before the Effective Date, the Plan Debtors may make appropriate technical adjustments and modifications to this Joint Debtor Plan and the documents contained in this Joint Debtor Plan Supplement without further order or approval of the Bankruptcy Court; provided, that such technical adjustments and modifications do not adversely affect the treatment of holders of Allowed Claims or Allowed Interests under this Joint Debtor Plan and are consistent with the terms of the Liquidator-Controlled Companies Settlement Agreement. 46

50

14.4. Revocation or Withdrawal of Joint Debtor Plan. The Plan Debtors reserve the right to revoke or withdraw this Joint Debtor Plan, including the right to revoke or withdraw this Joint Debtor Plan for any Plan Debtor or all Plan Debtors, prior to the Confirmation Date. If the Plan Debtors revoke or withdraw this Joint Debtor Plan, or if Confirmation or Consummation does not occur, then: (i) no distributions under this Joint Debtor Plan shall be made, (ii) the Plan Debtors and all holders of Claims and Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date never occurred, and (iii) all the Plan Debtors’ obligations with respect to the Claims and the Interests shall remain unchanged and nothing contained in this Joint Debtor Plan shall be deemed to constitute a waiver or release of any Claims by or against the Plan Debtors or any other entity or to prejudice in any manner the rights of the Plan Debtors or any other entity in any further proceedings involving the Plan Debtors or otherwise. 14.5. Severability of Joint Debtor Plan Provisions upon Confirmation. If, before the entry of the Confirmation Order, any term or provision of this Joint Debtor Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Plan Debtors, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Joint Debtor Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of this Joint Debtor Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms and integral to this Joint Debtor Plan and may not be deleted or modified without the consent of the Plan Debtors. 14.6. Governing Law. Except to the extent that the Bankruptcy Code or other federal law is applicable, or to the extent an exhibit to this Joint Debtor Plan or a schedule in this Joint Debtor Plan Supplement provides otherwise, the rights, duties, and obligations arising under this Joint Debtor Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof. 14.7. Time. In computing any period of time prescribed or allowed by this Joint Debtor Plan, unless otherwise set forth in this Joint Debtor Plan or determined by the Bankruptcy Court, the provisions of Bankruptcy Rule 9006 shall apply. 47

51

14.8. Additional Documents. On or before the Effective Date, the Debtors may file with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Joint Debtor Plan. The Plan Debtors and all holders of Claims or Interests receiving distributions pursuant to this Joint Debtor Plan and all other parties in interest shall, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of this Joint Debtor Plan. 14.9. Immediate Binding Effect. Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of this Joint Debtor Plan and the Joint Debtor Plan Supplement shall be immediately effective and enforceable and deemed binding upon and inure to the benefit of the Plan Debtors, the holders of Claims and Interests, the Released Parties, the Exculpated Parties, and each of their respective successors and permitted assigns. 14.10. Successor and Assigns. The rights, benefits and obligations of any Person named or referred to in this Joint Debtor Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor, or permitted assign, if any, of each Person. 14.11. Entire Agreement. On the Effective Date, this Joint Debtor Plan, this Joint Debtor Plan Supplement, and the Confirmation Order shall supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into this Joint Debtor Plan. 14.12. Notices. All notices, requests, and demands to or upon the Plan Debtors to be effective shall be in writing (including by email) and, unless otherwise expressly provided in this Joint Debtor Plan, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: (i) if to the Debtors: The Pacific Andes Group Rooms 3312, Hong Kong Plaza 186 Connaught Road West, Hong Kong Attn: Ng Puay Yee Annie (Jessie) - and – 48

52

Klestadt Winters Jureller Southard & Stevens, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Attn: Tracy L. Klestadt John E. Jureller, Jr. Brendan M. Scott Telephone: (212) 972-3000 Facsimile: (212) 972-2245 tklestadt@klestadt.com jjureller@klestadt.com bscott@klestadt.com After the Effective Date, the Plan Administrator shall have authority to send a notice to Persons stating they must file a renewed request to receive documents pursuant to Bankruptcy Rule 2002 to continue to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Plan Administrator is authorized to limit the list of Persons receiving documents pursuant to Bankruptcy Rule 2002 to those Persons who have filed such renewed requests. 14.13. Reservation of Rights for Holders of CFGL Unsecured Claims. If the Effective Date of the CFG Peru Plan has not occurred and the CFG Peru Plan has not been implemented prior to the Voting Deadline or the deadline to object to the Joint Debtor Plan, the holders of Claims in Class 4 (CFGL Unsecured Facilities Claims) and the Club Facility Agent shall have reserved all of their rights against the CFGL Plan Debtors and in respect of the Joint Debtor Plan, including the right to object to the Joint Debtor Plan on any grounds, including the grounds that the Joint Debtor Plan improperly classified Class 4 as Unimpaired. The Plan Debtors hereby agree that they shall not assert that the holders of CFGL Unsecured Facilities Claims or the Club Facility Agent may not object to the Joint Debtor Plan on the basis that the Joint Debtor Plan classifies Class 4 as Unimpaired. Dated: December 22, 2021January [19], 2022 KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP By: /s/John E. Jureller, Jr.__________ Tracy L. Klestadt John E. Jureller, Jr. Brendan M. Scott 200 West 41st Street, 17th Floor New York, New York 10036 Tel. (212) 972-3000 Fax: (212) 972-2245 Email: tklestadt@klestadt.com jjureller@klestadt.com bscott@klestadt.com Attorneys for the Debtors. 49

53

Dated: December 22, 2021January [19], 2022 Respectfully submitted, By: /s/ Ng Puay Yee Annie (Jessie)____ Name: Ng Puay Yee Annie (Jessie) Title: Authorized Representative for Each of the Plan Debtors 50

54

APPENDIX 1 A.1 Definitions. 1. Administrative Expense Claim means any Claim for costs and expenses of administration during the Chapter 11 Cases pursuant to sections 328, 330, 363, 364(c)(1), 365, 503(b) or 507(a)(2) of the Bankruptcy Code, including, (i) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the business of the Plan Debtors (such as wages, salaries or commissions for services and payments for goods and other services and leased premises), (ii) Fee Claims, and (iii) all fees and charges assessed against the Estates pursuant to section 1911 through 1930 of chapter 123 of title 28 of the United States Code, 28 U.S.C. §§ 1-1401. 2. Affiliate has the meaning set forth in section 101(2) of the Bankruptcy Code. 3. Allowed means, (i) with respect to any Claim, (a) any Claim arising on or before the Effective Date (1) that is not Disputed, or (2) as to which all such challenges have been determined by a Final Order to the extent such challenges are determined in favor of the respective holder, (b) any Claim that is compromised, settled, or otherwise resolved pursuant to the authority of the Plan Debtors in a Final Order of the Bankruptcy Court, (c) any Claim expressly allowed by Final Order of the Bankruptcy Court, (d) any Claim expressly allowed under this Joint Debtor Plan, (e) any Claim that is listed in the Schedules as liquidated, non-contingent and undisputed, and (f) any Administrative Expense Claim (1) that was incurred by a Plan Debtor in the ordinary course of business before the Effective Date to the extent due and owing without defense, offset, recoupment or counterclaim of any kind, and (2) that is not otherwise Disputed, and (ii) with respect to any Interest, such Interest is reflected as outstanding in the stock transfer ledger or similar register of any of the Plan Debtors on the Distribution Record Date and is not subject to any objection or challenge; provided, that, no Claim shall be “Allowed” if it is subject to disallowance in accordance with section 502(d) of the Bankruptcy Code. If a Claim is Allowed only in part, any provisions under this Joint Debtor Plan with respect to Allowed Claims are applicable solely to the Allowed portion of such Claim. 4. Avoidance Action means any and all actual or potential Claim and Cause of Action to avoid a transfer of property or an obligation incurred by any of the Plan Debtors pursuant to any applicable section of the Bankruptcy Code, including sections 502(d), 544, 545, 547, 548, 549, 550, 551, 553(b), and 724(a) of the Bankruptcy Code, or under similar or related applicable statutes and common law. 5. Bank of America CFGL Group Facility means that certain Letter, dated as of August 26, 2014, by and among China Fisheries International Limited (Samoa) and South Pacific Shipping Agency Limited (BVI), as borrowers, each of the guarantors named therein, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 51

55

6. Bank of America CFGL Group Facility Claims means any Claim arising under or related to the Bank of America CFGL Group Facility, including any related guarantee claims. 7. Bank of America PARD Group Facility means that certain Facility Letter, dated as of August 26, 2014, by and among PARD Trade Limited (BVI), Pacific Andes Enterprises (BVI) Limited, and Parkmond Group Limited (BVI), as borrowers, each of the guarantors named therein, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 8. Bank of America PARD Group Facility Claims means any Claim arising under or related to the Bank of America PARD Group Facility, including any related guarantee claims. 9. Bankruptcy Code means title 11 of the United States Code, as amended from time to time, as applicable to the Chapter 11 Cases. 10. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York having jurisdiction over the Chapter 11 Cases and, to the extent of any reference made under section 157 of title 28 of the United States Code or the Bankruptcy Court is determined not to have authority to enter a Final Order on an issue, the unit of such District Court having jurisdiction over the Chapter 11 Cases under section 151 of title 28 of the United States Code. 11. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, as amended from time to time, applicable to the Chapter 11 Cases, and any Local Rules of the Bankruptcy Court. 12. Business Day means any day other than a Saturday, a Sunday, or any other day on which banking institutions in New York, New York or Hong Kong SAR are required or authorized to close by law or executive order. 13. Cash means legal tender of the United States of America, or the legal tender designated in the applicable documents. 14. Cause of Action means any action, Claim, cross-claim, third-party claim, cause of action, controversy, demand, right, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, remedy, offset, power, privilege, license and franchise of any kind or character whatsoever, known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, foreseen or unforeseen, direct or indirect, choate or inchoate, secured or unsecured, assertable directly or derivatively (including, without limitation, under alter ego theories), whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity or pursuant to any other theory of law. For the avoidance of doubt, Cause of Action also includes: (i) any right of setoff, 52

56

counterclaim or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity; (ii) the right to object to Claims; (iii) any Avoidance Action; (iv) any claim or defense including fraud, mistake, duress and usury and any other defenses set forth in section 558 of the Bankruptcy Code; and (v) any claims under any state or foreign law, including, without limitation, any fraudulent transfer or similar claims. 15. CFGI means CFG Investment S.A.C., an investment holding company organized under the laws of Peru. 16. CFGL means China Fishery Group Limited (Cayman). 17. CFGL Equity Distribution Pool means (a) cash equal to the CFG Peru Settlement Proceeds plus the CFG Peru Administrative Expense Settlement Proceeds less the sum of (i) the amount of Allowed Administrative Priority Tax and Priority Other Claims against Plan Debtors, (ii) the amount reasonably determined by the Plan Administrator to be necessary to fund the winding up of the Plan Debtors, (ii) the amount of Allowed CFGL Secured Claims, and (iii) the CFGL Distribution Pool plus (b) proceeds of the liquidation of any residual assets. 18. CFGL General Unsecured Claims means any unsecured Claim against any of the CFGL Plan Debtors, excluding the CFGL Unsecured Facility Claims, that is not entitled to priority under the Bankruptcy Code or any order of the Bankruptcy Court. 19. CFGL Group means, collectively, Admired Agents Limited (BVI), Atlantic Pacific Fishing (Pty) Limited (Namibia), Brandberg (Mauritius) Investments Holding Ltd. (Mauritius), Brandberg Namibia Investments Company (Pty) Ltd. (Namibia), CFG Investment S.A.C. (Peru), CFG Peru Investments Pte. Ltd. (Singapore), CFGL (Singapore) Private Limited (Singapore), Champion Maritime Ltd. (BVI), Chanery Investment Inc. (BVI), Chiksano Management Limited (BVI), China Fisheries International Limited (Samoa), CFGL, China Fishery Group Limited (HK), Consorcio Vollmacht S.A.C. (Peru), Copeinca AS (Norway), Copeinca Internacional SLU (Spain), Corporacion Pesquera Frami S.A.C. (Peru), Corporacion Pesquera Inca SAC (Peru), Excel Concept Limited (BVI), Fortress Agents Ltd. (BVI), Gain Star Management Limited (BVI), Grand Success Investment (Singapore) Private Limited (Singapore), Grandwell Investment Group Limited (HK), Growing Management Limited (BVI), Hill Cosmos International Limited (BVI), Inmobiliaria Gainesville S.A.C. (Peru), Inmobiliaria Y Constructora Pahk S.A.C. (Peru), Inversiones Pesqueras West S.A.C. (Peru), J. Wiludi & Asociados Consultores En Pesca SAC (Peru), Loyal Mark Holdings Limited (BVI), Macro Capitales S.A. (Panama), Metro Island International Limited (BVI), Mission Excel International Limited (BVI), Nidaro International Limited (BVI), Nippon Fishery Holdings Limited (BVI), Ocean Expert International Limited (BVI), PFB Fisheries BV (Netherlands), Pioneer Logistics Ltd. (BVI), Powertech Engineering (Qingdao) Co. Ltd. (PRC), Premium Choice Group Limited (BVI), Protein Trading Ltd. (Samoa), Smart Group Limited (Cayman), Ringston Holdings Ltd. (Cyprus), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Group Limited (Cayman), South Pacific Shipping Agency Ltd. (BVI), Superb Choice International Limited (BVI), Sustainable Fishing Resources S.A.C. (Peru), Sustainable Pelagic Fishery S.A.C. (Peru), Target Shipping Limited (HK), and Toyama Holdings Limited (BVI); provided, that notwithstanding anything herein to the 53

57

contrary, no Liquidator-Controlled Company shall be treated as a member of the CFGL Group for purposes of this Joint Debtor Plan. 20. CFGL Distribution Pool means cash equal to the lesser of (a) the value of Allowed CFGL General Unsecured Claims and (b) $2.0 million plus the amount of any Holdback Payment. 21. CFGL Intercompany Interests means an Interest in a Plan Debtor other than a CFGL Plan Debtor held by another CFGL Plan Debtor or by a non-Debtor Affiliate of a CFGL Plan Debtor. For the avoidance of doubt, CFGL Intercompany Interest does not include Interests in CFGL held by Super Investment Limited (Cayman) and Golden Target Pacific Limited (BVI). 22. CFGL Plan Debtors means, collectively, CFGL, Grand Success Investment (Singapore) Private Limited (Singapore), South Pacific Shipping Agency Ltd. (BVI), China Fisheries International Limited (Samoa), Target Shipping Limited (HK), Ocean Expert International Limited (BVI), Toyama Holdings Limited (BVI), Hill Cosmos International Limited (BVI), Chiksano Management Limited (BVI), Gain Star Management Limited (BVI), Chanery Investment Inc. (BVI), Admired Agents Limited (BVI), Excel Concept Limited (BVI), Metro Island International Limited (BVI), Loyal Mark Holdings Limited (BVI), Mission Excel International Limited (BVI), Superb Choice International Limited (BVI), Growing Management Limited (BVI), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Champion Maritime Ltd. (BVI), Pioneer Logistics Ltd. (BVI), CFGL (Singapore) Private Limited (Singapore), Fortress Agents Ltd. (BVI), Protein Trading Ltd. (Samoa), and Smart Group Limited (Cayman). 23. CFGL Secured Claims means any secured claim against any of the CFGL Plan Debtors. 24. CFGL Unsecured Facilities Claims means the Club Facility Claims, the Senior Notes Claims, the Bank of America CFGL Group Facility Claims, and the Standard Chartered CFGL Group Facility Claims. 25. CFG Peru means CFG Peru Investments Pte. Ltd., an investment holding company organized under the laws of Singapore. 26. CFG Peru Administrative Expense Settlement Proceeds means the Stipulated Netting Obligation Amount as defined in the CFG Peru Settlement Agreement. 27. CFG Peru Confirmation Order means the Order of the Bankruptcy Court entered on June 10, 2021 [ECF No. 2569], which, inter alia, confirmed the CFG Peru Plan and approved and authorized the CFG Peru Settlement. To the extent that the Bankruptcy Court enters an amended order confirming the CFG Peru Plan after notice and a hearing, the CFG Peru Confirmation Order shall refer to such amended order confirming the CFG Peru Plan. 28. CFG Peru Plan means the CFG Peru Plan Proponents’ Chapter 11 Plan for CFG Peru filed, on March 16, 2021, [ECF No. 2381] (as amended by the chapter 11 plans filed at ECF Nos. 2418, 2430, 2467, 2545, 2558, and 2564), and which was confirmed by the CFG Peru 54

58

Confirmation Order. To the extent that the Bankruptcy Court enters an amended order confirming the CFG Peru Plan after notice and a hearing, the CFG Peru Plan shall refer to such amended CFG Peru Plan. 29. CFG Peru Plan Proponents means the Parties that proposed CFG Peru Plan. 30. CFG Peru Settlement means the settlement memorialized in the CFG Peru Settlement Agreement, as approved by the CFG Peru Confirmation Order. 31. CFG Peru Settlement Agreement means that certain Settlement Agreement by and between certain Debtors, their non-Debtor Affiliates, the Ng family members who act as directors or officers of certain subsidiaries of CFG Peru on one hand and Burlington Loan Management DAC and Monarch Alternative Capital LP on the other hand, dated as of June 2, 2021, which was authorized and approved by the Court in the CFG Peru Confirmation Order and is contained on the Court’s electronic docket as ECF No. 2532. 32. CFG Peru Settlement Allocation means the allocation of the proceeds of the CFG Peru Settlement, which shall be as follows: The CFGL GUC Distribution Pool shall be held in trust for the sole benefit of the holders of Subsidiary General Unsecured Claims and CFGL General Unsecured Claims 29.5% CFGL Equity Distribution Pool shall be held in trust for the benefit of holders of Existing CFGL Public Interests 35.25% CFGL Equity Distribution Pool shall be held in trust for the benefit of holders of Tapei Fubon Term Loan Claims and 35.25% CFGL Equity Distribution Pool shall be held in trust for the benefit of holders of PARD Bond Claims, PARD General Unsecured Claims and PARD Unsecured Facility Claims. 33. CFG Peru Settlement Proceeds means the Settlement Funds as defined in the CFG Peru Settlement Agreement as $20,000,000 (USD) plus the amount of the Holdback Payment, if any. 34. Chapter 11 Cases means the jointly administered cases of the Plan Debtors under chapter 11 of the Bankruptcy Code. 35. Chapter 11 Trustee means William A. Brandt, Jr. in his capacity as the chapter 11 trustee for CFG Peru Investments Pte. Ltd. (Singapore). 36. CITIC Banking Facility means certain Facility Letter, dated as of December 9, 2013, by and among Pacific Andes Enterprises (BVI) Limited, Parkmond Group Limited (BVI), Pacos Processing Limited (Cayman), Europaco Limited (BVI), Premium Choice Group Limited (BVI), and Protein Trading Limited (Samoa), as borrowers, PARD, as guarantor with respect to the 55

59

borrowings thereunder by Pacific Andes Enterprises (BVI) Limited and Parkmond Group Limited, Pacific Andes Enterprises (BVI) Limited, as guarantor with respect to the borrowings thereunder by Parkmond Group Limited, Parkmond Group Limited, as guarantor with respect to the borrowings thereunder by Pacific Andes Enterprises (BVI) Limited, Pacific Andes International Holdings Limited (Bermuda), as guarantor with respect to the borrowings thereunder by Pacos Processing Limited and Europaco Limited (BVI), and CFGL, as guarantor with respect to the borrowings thereunder by Premium Choice Group Limited and Protein Trading Limited, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date) 37. CITIC Banking Facility PARD Claims means any Claim against a PARD Plan Debtor arising under or related to the CITIC Banking Facility, including any related guarantee claims. 38. Claim has the meaning set forth in section 101(5) of the Bankruptcy Code. 39. Claims Register means the register of Claims maintained by Epiq Bankruptcy Solutions, LLC. 40. Class means any group of Claims or Interests classified pursuant to Section 4.1 of this Joint Debtor Plan. 41. Club Facility means that certain Facility Agreement, dated as of March 20, 2014, by and among CFG Investment S.A.C. (Peru), Corporacion Pesquera Inca SAC (Peru), and China Fisheries International Limited, as borrowers, each of the guarantors named therein, the lenders party thereto from time to time, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (a/k/a Rabobank International), Hong Kong Branch, as agent, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 42. Club Facility Claim means any Claim arising under or related to the Club Facility against an obligor thereunder, including any related guarantee claims, in each case except to the extent any such Claim is not discharged or released pursuant to (x) the UK Proceeding (As such term is defined in the CFG Peru Plan) or (y) the CFG Peru Settlement. 43. Collateral means any asset of an Estate that is subject to a Lien securing the payment or performance of a Claim, which Lien is valid and has not been avoided under the Bankruptcy Code or applicable non-bankruptcy law. 44. Confirmation means the entry of the Confirmation Order on the docket of the Chapter 11 Cases. 45. Confirmation Date means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order. 56

60

46. Confirmation Hearing means the hearing to be held by the Bankruptcy Court to consider Confirmation of this Joint Debtor Plan, as such hearing may be adjourned or continued from time to time. 47. Confirmation Order means the order of the Bankruptcy Court, together with all exhibits, appendices, supplements, and related documents, confirming this Joint Debtor Plan pursuant to section 1129 of the Bankruptcy Code. 48. Consummation means the occurrence of the Effective Date of this Joint Debtor Plan. 49. Cure Obligation means all (i) amounts (or such other amount as may be agreed upon by the parties under an Executory Contract or Unexpired Lease) required to cure any monetary defaults; and (ii) other obligations required to cure any non-monetary defaults under any Executory Contract or Unexpired Lease that is to be assumed by the Plan Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code. 50. D&O Policy means any insurance policy, including tail insurance policies, for directors’, members’, trustees’, and officers’ liability maintained by the Plan Debtors’ Estates as of the Effective Date. 51. DBS PARD Group Facility means that certain Facility Letter, dated as of April 25, 2014, by and among Pacific Andes Enterprises (BVI) Limited, as borrower, each of the guarantors named therein, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 52. DBS PARD Group Facility Claims means any Claim arising under or related to the DBS PARD Group Facility, including any related guarantee claims. 53. Debtors means, collectively, China Fishery Group Limited (Cayman), Pacific Andes International Holdings Limited (Bermuda), N.S. Hong Investment (BVI) Limited, South Pacific Shipping Agency Limited (BVI), China Fisheries International Limited (Samoa), CFGL (Singapore) Private Limited, Chanery Investment Inc. (BVI), Champion Maritime Limited (BVI), Growing Management Limited (BVI), Target Shipping Limited (HK), Fortress Agents Limited (BVI), Ocean Expert International Limited (BVI), Protein Trading Limited (Samoa), CFG Peru Investments Pte. Limited (Singapore), Smart Group Limited (Cayman), Super Investment Limited (Cayman), Pacific Andes Resources Development Limited (Bermuda), Nouvelle Foods International Ltd. (BVI), Golden Target Pacific Limited (BVI), Pacific Andes International Holdings (BVI) Limited, Zhonggang Fisheries Limited (BVI), Admired Agents Limited (BVI), Chiksano Management Limited (BVI), Clamford Holding Limited (BVI), Excel Concept Limited (BVI), Gain Star Management Limited (BVI), Grand Success Investment (Singapore) Private Limited, Hill Cosmos International Limited (BVI), Loyal Mark Holdings Limited (BVI), Metro Island International Limited (BVI), Mission Excel International Limited (BVI), Natprop Investments Limited, Pioneer Logistics Limited (BVI), Sea Capital International Limited (BVI), 57

61

Shine Bright Management Limited (BVI), Superb Choice International Limited (BVI), Toyama Holdings Limited (BVI) and Pacific Andes Enterprises (Hong Kong) 54. Disbursing Agent means any Person in its capacity as a disbursing agent under Section 8.5 hereof, including any Plan Debtor or Plan Administrator, as applicable, that acts in such a capacity. 55. Disclosure Statement means the Disclosure Statement for this Joint Debtor Plan, which is prepared and distributed in accordance with sections 1125, 1126(b) and/or 1145 of the Bankruptcy Code, Bankruptcy Rules 3016 and 3018, and/or other applicable law. 56. Disputed means with respect to a Claim or Interest, any such Claim or Interest (i) to the extent neither Allowed nor disallowed under this Joint Debtor Plan or a Final Order nor deemed Allowed under sections 502, 503 or 1111 of the Bankruptcy Code, (ii) proof of which was required to be filed by order of the Bankruptcy Court and as to which a Proof of Claim was filed but was not timely or properly filed, (iii) for which a Proof of Claim or Interest has been filed, to the extent the Plan Debtors or any party in interest has interposed a timely objection or request for estimation before the Confirmation Date in accordance with this Joint Debtor Plan, which objection or request for estimation has not been withdrawn or determined by a Final Order, or (iv) that is listed in the Schedules as unliquidated, contingent, or disputed. 57. Distribution Record Date means the Effective Date of this Joint Debtor Plan. 58. Effective Date means the date on which all conditions to the effectiveness of this Joint Debtor Plan set forth in Section 11 of this Joint Debtor Plan have been satisfied or waived in accordance with the terms of this Joint Debtor Plan. 59. Estate or Estates means individually or collectively, the estate or estates of the Plan Debtors created under section 541 of the Bankruptcy Code. 60. Exculpated Parties means collectively the Plan Debtors, and each such entities’ Related Parties. 61. Executory Contract means a contract or lease to which one or more of the Plan Debtors is a party that is subject to assumption or rejection under sections 365 of the Bankruptcy Code. 62. Existing CFGL Interests means the equity interests in CFGL, including common shares or rights to acquire such equity interests, outstanding prior to the Effective Date. 63. Existing CFGL Public Interests means the Existing CFGL Interests other than such interests held by Super Investment Limited (Cayman) and Golden Target Pacific Limited (BVI). 64. Existing Interests means the Existing CFGL Interests and Existing PARD Interests. 58

62

65. Existing PARD Interests means the equity interests in PARD, including common shares or rights to acquire such equity interests, outstanding prior to the Effective Date. 66. Fee Claim means any Claim for professional services rendered or costs incurred on or after the Petition Date through the Effective Date by the Professionals. 67. Final Order means an order or judgment of a court of competent jurisdiction that has been entered on the docket maintained by the clerk of such court, which has not been reversed, vacated or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for a new trial, reargument or rehearing shall then be pending, or (ii) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, such order or judgment shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired; provided, that, no order or judgment shall fail to be a “Final Order” solely because of the possibility that a motion pursuant to section 502(j) or 1144 of the Bankruptcy Code or under Rule 60 of the Federal Rules of Civil Procedure or Bankruptcy Rule 9024 has been or may be filed with respect to such order or judgment. 68. Governmental Unit has the meaning set forth in section 101(27) of the Bankruptcy Code. 69. Holdback Payment shall have the meaning ascribed in Section 1.5(b) of the CFG Peru Settlement Agreement 70. HSBC Settlement Deed means that certain Settlement Deed between the Debtors, the Ng Family and the Ng Entities, and HSBC-HK, dated as of December [ ], 2021, as approved by order of the Bankruptcy Court dated January [ ], 2022. [ECF No. ] 71. HSBC-HK means The Hongkong and Shanghai Banking Corporation Limited. 72. Impaired means, with respect to a Claim, Interest, or Class of Claims or Interests, “impaired” within the meaning of section 1124 of the Bankruptcy Code. 73. Intercompany Claim means any claims against any Plan Debtor asserted by any Debtor, current or former affiliate of a Debtor, entity under common control of a Debtor, or the trustee, liquidator, receiver, or other fiduciary of any current or former affiliate of a Debtor, whether on behalf of such current or former affiliate or any affiliate or entity under common control with such Debtor affiliate; provided, that notwithstanding anything herein to the contrary, no Claim held by a Liquidator or a Liquidator-Controlled Company shall constitute an Intercompany Claim for purposes of the Joint Debtor Plan. The claims set forth on Schedule 4.2 are Intercompany Claims. 74. Intercompany Netting Claim means the claim arising from the Settlement Agreement Among CFG Peru Singapore, the Other Debtors, and Non-Debtor Affiliates, Including CFG Peru Singapore 59

63

Subsidiaries Netting Intercompany Claims, which netted certain intercompany claims among CFG Peru, the Other Debtors and Non-Debtor Affiliates, including the CFG Peru subsidiaries, and resulted in a claim owed by CFG Peru to CFIL as approved by Order of the Court [ECF Doc. No. 1112]. 75. Interests means any equity security in a Plan Debtor as defined in section 101(16) of the Bankruptcy Code that existed immediately before the Effective Date. 76. Joint Debtor Plan means this joint chapter 11 plan of reorganization, including the exhibits hereto and this Joint Debtor Plan Supplement, as the same may be amended or modified from time to time in accordance with Section 14.3 of this Joint Debtor Plan. 77. Joint Debtor Plan Supplement means a supplemental appendix to this Joint Debtor Plan containing, among other things, substantially final forms of the Plan Administrator Agreement, a Schedule of Retained Causes of Action, if any, and the Schedule of Assumed Contracts and Leases, provided, that, through the Effective Date, the Plan Debtors shall have the right to amend any documents contained in, and exhibits to, the Joint Debtor Plan Supplement in accordance with the terms of this Joint Debtor Plan. 78. Lien has the meaning set forth in section 101(37) of the Bankruptcy Code. 79. Liquidation Companies shall have the meaning set forth in the Liquidator-Controlled Companies Settlement Agreement. 80. Liquidators shall have the meaning set forth in the Liquidator-Controlled Companies Settlement Agreement. 81. Liquidator-Controlled Companies shall have the meaning set forth in the Liquidator-Controlled Companies Settlement Agreement. 82. Liquidator-Controlled Companies Settlement Agreement means that certain settlement agreement between the Debtors, the Ng Family and the Ng Entities, and the Liquidators and the Liquidator-Controlled Companies, dated as of December [ ], 2021, as approved by order of the Bankruptcy Court dated January [ ], 2022. [ECF No. ] 83. Maybank PARD Group Facility means that certain Facility Letter, dated as of July 19, 2013, by and among Pacific Andes Enterprises (BVI) Limited and Parkmond Group Limited (BVI), as borrowers, each of the guarantors named therein, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 84. Maybank PARD Group Facility Claims means any Claim arising under or related to the Maybank PARD Group Facility, including any related guarantee claims. 60

64

85. Ng Entities means Teh Hong Eng Investments Holdings Limited, Harper Group Limited, Kobe Holding Investment Limited, or Kato Investments Limited, and Meridian Investment Group Pte Ltd 86. Ng Family Members means Ng Joo Kwee, Ng Joo Puay Frank, Nf Joo Siang, Ng Joo Thieng and Ng Puay Yee Annie. 87. Non-Debtor Affiliates means the CFGL Group, excluding the CFGL Plan Debtors, and the PARD Group, excluding the PARD Plan Debtors. 88. Other Priority Claim means any Claim against any of the Plan Debtors entitled to priority in payment as specified in section 507(a)(3), (4), (5), (6), (7), or (9) of the Bankruptcy Code, other than an Administrative Expense Claim or a Priority Tax Claim. 89. Pacific Andes Group means N.S. Hong Investment (BVI) Limited and each of its direct and indirect subsidiaries. 90. PAIH means Pacific Andes International Holdings Limited (Bermuda). 91. PAIH Group means, collectively, ACE Field Limited (BVI), Aqua Foods (Qingdao) Co Ltd. (PRC), Aqua Management Limited (BVI), Bestmate Investments Limited (Samoa), Bonaire Developments Limited (BVI), Chasterton Group Limited (BVI), China Cold Chain Food Products Trade Development Limited (BVI), Clamford Holding Limited (BVI), Dynamic Choice Limited (HK), Eurofish Company Limited (BVI), Europaco (AP) Limited (BVI), Europaco (BP) Limited (BVI), Europaco (EP) Limited (BVI), Europaco (GP) Limited (BVI), Europaco (HP) Limited (HK), Europaco (QP) Limited (Samoa), Europaco Limited (BVI), Fastact Group Limited (BVI), Fortune Midas Limited (BVI), Full Enrich Limited (HK), Global Research Group Inc. (BVI), Global Research Services Inc. (BVI), Glorious Ocean Limited (HK), Grandluck Enterprises Limited (BVI), Grandway Capital Resources Limited (HK), Heng Holdings (BVI) Limited (BVI), Join Power Assets Limited (BVI), Kyoshoku Company Limited (Japan), Kyoshoku Marketing Company Limited (Japan), Modern Energy Holdings Limited (BVI), N.S. Hong Investment (BVI) Limited, National Fish & Seafood Inc. (US), National Fish and Seafood Ltd. (HK), National Fish and Seafood Management Ltd. (HK), Nouvelle Foods International Ltd. (BVI), Ocean Kingdom Enterprises Limited (HK), Onn Profits Limited (BVI), Orient Ocean Limited (BVI), PA Capital Investment Limited (BVI), Pacific Andes (EP) Limited (BVI), Pacific Andes (Europe) Limited (BVI), Pacific Andes (HP) Limited (HK), Pacific Andes (Shanghai) Food Trading Company Limited (PRC), Pacific Andes Development Limited (BVI), Pacific Andes Development Sdn Bhd (Malaysia), Pacific Andes Enterprises (Hong Kong) Limited (HK), Pacific Andes Food (BVI) Limited (BVI), Pacific Andes Food Limited (PRC), Pacific Andes International Holdings (BVI) Limited (BVI), PAIH, Pacific Andes Treasury Management Limited (HK), Pacific Fruit Trading Limited (HK), Paco Kappa Limited (BVI), Paco Theta Limited (BVI), Paco Zeta Limited (BVI), Paco-EP Limited (Cyprus), Paco-GP Limited (Cyprus), Paco-HP Limited (Cyprus), Pacos (QP) Limited (Cyprus), Pacos Processing Limited (Cayman), Pacos Processing Limited (Cyprus), PAE Limited (HK), Paramount Holdings Limited (HK), Peaklane Development Limited (BVI), 61

65

Peaksville Limited (UK), Pelican Food Limited (BVI), Poweroute Limited (BVI), Qingdao Canning Foodstuff Co Limited (PRC), Qingdao Pacific Andes International Trading Company Limited (BVI), Qingdao Pacific Andes International Trading Company Limited (PRC), Rawley Trading Limited (BVI), Rich Reward Assets Limited (BVI), Rich System Limited (HK), Sevenseas Enterprises Limited (BVI), Silliker Hong Kong Limited (HK), Trade Ocean Limited (BVI), Value Food Supply Limited (BVI), Value Food Supply Limited (HK), Vision Invest Limited (BVI), Waton Enterprises Limited (HK), Wealthy Nation Holdings Limited (BVI), Xinxing Foodstuffs (Qingdao) Company Limited (PRC). 92. PARD means Pacific Andes Resources Development Limited (Bermuda). 93. PARD Bonds means the 8.5% Unsecured Bonds due 2017 issued pursuant to the PARD Bond Trust Deed in the aggregate principal amount outstanding of Two Hundred Million Singapore Dollars (S$200,000,000.00). 94. PARD Bond Agency Agreement shall mean the agency agreement dated July 30, 2014 and entered into between PARD, as issuer, and The Hongkong and Shanghai Banking Corporation Limited in its respective capacities as bond trustee, Principal Paying Agent, Registrar and Transfer Agent. 95. PARD Bond Trust Deed means the Trust Deed, dated July 30, 2014, by and among PARD, as issuer, and The Hongkong and Shanghai Banking Corporation Limited, as bond trustee, including all bonds, certificates, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, modified, or supplemented from time to time prior to the Petition Date). 96. PARD Bond Trustee shall mean The Hongkong and Shanghai Banking Corporation Limited, solely in its capacity as bond trustee and in each other capacity for which it serves under or in connection with the PARD Bond Trust Deed and the PARD Bond Agency Agreement, including serving as Principal Paying Agent, Registrar and Transfer Agent (each as defined in the PARD Bond Agency Agreement). 97. PARD Bond Claims means any Claim arising under or related to the PARD Bond Trust Deed and the PARD Bond Agency Agreement, which shall be Allowed Claims in an amount of not less than $161,706,882.00 (of which $500,222.00 is on account of the PARD Bond Trustee’s fees and expenses, which continue to accrue) plus all indemnity claims of and fees and expenses incurred by the PARD Bond Trustee (including the fees and expenses of its counsel and duly appointed Appointees (as defined in the PARD Bond Trust Deed)), in each case, to the extent payable or reimbursable under the PARD Bond Documents, including from any recovery on the PARD Bonds, as of the Effective Date. 98. PARD Distribution Pool means 35.25% of the CFGL Equity Distribution Pool. 99. PARD General Unsecured Claims means any unsecured Claim against any PARD Plan Debtor, excluding the PARD Unsecured Facility Claims, that is not entitled to priority under the Bankruptcy Code or any order of the Bankruptcy Court. 62

66

100. PARD Group means, collectively, Alliance Capital Enterprises Limited (HK), Andes Agency Limited (HK), Champion Shipping Limited (BVI), China Cold Chain Group Limited (BVI), Concept China Investment Limited (HK), Conred Limited (HK), Davis Limited (HK), Golden Target Pacific Limited (BVI), Lions City Investment Inc. (BVI), Natprop Investments Limited (Cook Islands), Pacific Andes Food (Hong Kong) Company Limited, PARD, Pacific Andes Vegetables, Inc. (BVI), Paco (ET) Limited (Cyprus), Paco (GT) Limited (Cyprus), Paco (HT) Limited (Cyprus), Paco Alpha Limited (BVI), Paco Beta Limited (BVI), Paco Gamma Limited (BVI), Pacos Trading Limited (Cyprus), Quality Food (Singapore) Pte. Limited (Singapore), Super Investment Limited (Cayman), Turbo (Asia) Limited (HK), Well Hope International Limited (BVI), and Zhonggang Fisheries Limited (BVI); provided, that notwithstanding anything herein to the contrary, no Liquidator-Controlled Company shall be treated as a member of the PARD Group for purposes of this Joint Debtor Plan. 101. PARD Intercompany Interests means an Interest in a PARD Plan Debtor other than PARD held by another Debtor or a non-Debtor Affiliate of a Debtor. 102. PARD Plan Debtors means, collectively, PARD, Golden Target Pacific Limited (BVI), Zhonggang Fisheries Limited (BVI), Super Investment Limited (Cayman), and Natprop Investments Limited (Cook Islands). 103. PARD Secured Claims means any secured claim against any of the PARD Plan Debtors. 104. PARD Unsecured Facility Claims means, collectively, the CITIC Banking Facilities PARD Claims, Maybank PARD Group Facility Claims, Standard Chartered PARD Group Facility Claims, UOB Banking Facility Claims, Rabobank PARD Group Facility Claims, Bank of America PARD Group Facility Claims, DBS PARD Group Facility Claims, and Sahara Loan Claims. 105. Person means an individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, limited liability partnership, trust, estate, unincorporated organization, Governmental Unit, or other entity (as defined in section 101(15) of the Bankruptcy Code). 106. Peruvian OpCos means together CFGI and Corporacion Pesquera Inca S.A.C. 107. Petition Date means, (i) with respect to CFGL, Smart Group Limited (Cayman), South Pacific Shipping Agency Ltd. (BVI), China Fisheries International Limited (Samoa), Target Shipping Limited (HK), Ocean Expert International Limited (BVI), Chanery Investment Inc. (BVI), Growing Management Limited (BVI), Champion Maritime Ltd. (BVI), CFGL (Singapore) Private Limited (Singapore), Fortress Agents Ltd. (BVI), CFG Peru Investments Pte. Ltd. (Singapore), Protein Trading Ltd. (Samoa), and Super Investment Limited (Cayman), June 30, 2016, (ii) with respect to PARD, September 29, 2016, (iii) with respect to Golden Target Pacific Limited (BVI), March 27 2017, (iv) with respect to Zhonggang Fisheries Limited (BVI), April 17, 2017, and (v) with respect to Grand Success Investment (Singapore) Private Limited (Singapore), Toyama Holdings Limited (BVI), Hill Cosmos International Limited (BVI), Chiksano Management Limited (BVI), Gain Star Management Limited (BVI), Admired Agents Limited 63

67

(BVI), Excel Concept Limited (BVI), Metro Island International Limited (BVI), Loyal Mark Holdings Limited (BVI), Mission Excel International Limited (BVI), Superb Choice International Limited (BVI), Sea Capital International Limited (BVI), Shine Bright Management Limited (BVI), Pioneer Logistics Ltd. (BVI), and Natprop Investments Limited (Cook Islands), May 2, 2017; (v) with respect to Pacific Andes Enterprises (Hong Kong) Limited, September 8, 2021. As used herein, references to the Petition Date shall reference the Petition Date of each respective Plan Debtor as applicable. 108. Plan Debtors means, collectively, the CFGL Plan Debtors and the PARD Plan Debtors. 109. Pre-Petition Auditors means any entity which conducted audits of the Pacific Andes Group and any affiliates of any entity which conducted such audits. For the avoidance of doubt, Pre-Petition Auditors shall include Deloitte Touche Tohmatsu and all of its affiliates, parent companies, subsidiary companies, employees, owners, directors, officers, principals, and agents. 110. Priority Tax Claim means any secured or unsecured Claim of a Governmental Unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code. 111. Pro Rata means the proportion that an Allowed Claim or Interest in a particular Class bears to the aggregate amount of Allowed and Disputed Claims or Interests within such Class or the proportion that Allowed Claims or Interests in a particular Class bear to the aggregate amount of Allowed and Disputed Claims or Interests in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claims or Interests under this Plan. 112. Professionals means the professional Persons retained in the Chapter 11 Cases by the Plan Debtors pursuant to sections 327, 328, 329, 330, 331, 503(b), or 1103 of the Bankruptcy Code. 113. Proof of Claim means a proof of Claim filed against any of the Plan Debtors in the Chapter 11 Cases. 114. Rabobank PARD Group Facility means that certain facility letter, dated as of August 30, 2013, by and among Pacific Andes Enterprises (BVI) Limited and Parkmond Group Limited (BVI), as borrowers, each of the guarantors named therein, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 115. Rabobank PARD Group Facility Claims means any Claim arising under or related to the Rabobank PARD Group Facility, including any related guarantee claims. 116. Reinstated or Reinstatement means (i) leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the holder of such Claim in accordance with section 1124 of the Bankruptcy Code, or (ii) if applicable under section 1124 of the Bankruptcy Code: 64

68

(a) curing all prepetition and postpetition defaults other than defaults relating to the insolvency or financial condition of the applicable Plan Debtor or its status as a debtor under the Bankruptcy Code; (b) reinstating the maturity date of the Claim; (c) compensating the holder of such Claim for damages incurred as a result of its reasonable reliance on a contractual provision or such applicable law allowing the Claim’s acceleration; and (d) not otherwise altering the legal, equitable or contractual rights to which the Claim entitles the holder thereof. 117. Related Parties means as to a Person or Entity, as applicable, such Person’s or Entity’s respective current and former directors, officers, members, employees, partners, managers, independent contractors, agents, representatives, principals, professionals, consultants, financial advisors, attorneys, accountants, investment bankers, other professional advisors, subsidiaries, investment advisers, direct and indirect equity holders, funds, portfolio companies, and management companies, in each case, solely in their respective capacities as such and solely to the extent such Persons and Entities acted on behalf of the Released Parties and Exculpated Parties , as applicable, in connection with the matters as to which releases and exculpation are provided herein; provided, however, that the Pre-Petition Auditors shall not be Related Parties. 118. Released Parties means collectively and in each case in their capacity as such: (i) the Plan Debtors, (ii) the Plan Debtors’ Non-Debtor Affiliates in the CFGL Group or PARD Group, (iii) the Ng Family Members, (iv) Ng Entities, (v) the PARD Bond Trustee, and (vi) with respect to each Entity in clauses (i) and (ii), each such Entity’s Related Parties; provided, however, that the Pre-Petition Auditors and, for the avoidance of doubt, Sun Securities Limited and its Related Formatted: Font: 11 ptParties, shall not be Released Parties. 119. Releasing Parties means collectively and in each case in their capacity as such: (i) each holder of a Claim or an Interest who votes to, or is presumed or deemed to, accept this Joint Debtor Plan; (ii) to the extent permitted by law, each holder of a Claim or Interest whose vote to accept or reject this Joint Debtor Plan is solicited but who does not vote either to accept or to reject this Joint Debtor Plan; (iii) to the extent permitted by law, each holder of a Claim or Interest who votes to reject this Joint Debtor Plan but does not opt out of granting the releases set forth in this Joint Debtor Plan; (iv) to the extent permitted by law, each holder of a Claim or Interest who is deemed to be unimpaired and not entitled to vote and does not opt out of granting the releases set forth in this Plan; (v) each non-Debtor Affiliate; and (vi) with respect to each of the foregoing entities, such entities’ predecessors, successors and assigns, subsidiaries, and Affiliates, and its and their current and former officers, directors, principals, shareholders, members, managers, partners, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, and other professionals, and such persons’ respective heirs, executors, estates, servants, and nominees, in each case solely in their capacity as such; provided that any Holder of a Claim or Interest that (x) validly opts out of the releases contained in the Joint Debtor Plan and does not withdraw such opt out on or before Confirmation Date or (y) files an objection to the releases contained in the Joint Debtor Plan shall not be a “Releasing Party”; provided further that notwithstanding anything herein to the contrary, , the following shall not be a “Releasing Party”: (a) HSBC-HK (except as otherwise set forth in the HSBC Settlement Deed); (b) the Liquidators and Liquidator-Controlled Companies. 65

69

120. Restructuring means the financial and operational restructuring of the Plan Debtors, the principal terms of which are set forth in this Plan and the Joint Debtor Plan Supplement. 121. Retained Causes of Action means any Cause of Action that is designated on the Schedule of Retained Causes of Action that the Plan Debtors or their Estates may hold against any Person. 122. Sahara Loan means that certain loan agreement, dated as of December 10, 2015, by and among Golden Target Pacific Limited, as borrower, each of the guarantors named therein, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 123. Sahara Loan Claims means any Claim arising under or related to the Sahara Loan, including any related guarantee claims. 124. Schedule of Assumed Contracts and Leases means the schedule of Executory Contracts and Unexpired Leases to be rejected by the Plan Debtors, if any, to be filed with this Joint Debtor Plan Supplement. 125. Schedules means the schedules of assets and liabilities and the statement of financial affairs filed by the Plan Debtors under section 521 of the Bankruptcy Code, Bankruptcy Rule 1007, and the Official Bankruptcy Forms of the Bankruptcy Rules, as such schedules and statements have been or may be supplemented or amended from time to time. 126. Secured Claim means any Claim to the extent (i) secured by property of the Estate, the amount of which is equal to or less than the value of such property (a) as set forth in this Joint Debtor Plan, (b) as agreed to by the holder of such Claim and the Plan Debtors, or (c) as determined by a Final Order in accordance with section 506(a) of the Bankruptcy Code or (ii) secured by the amount of any rights of setoff of the holder thereof under section 553 of the Bankruptcy Code. 127. Senior Notes Indenture means that certain Indenture, dated as of July 30, 2012, by and among CFG Investment S.A.C. (Peru), as issuer, each of the guarantors named therein, and TMF Trustee Limited, as successor trustee, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, modified, or supplemented from time to time). 128. Senior Notes means the 9.75% Senior Notes due 2019 issued pursuant to the Senior Notes Indenture in the aggregate principal amount outstanding of Three Hundred Million Dollars ($300,000,000.00). 129. Senior Notes Claims means any Claim arising under or related to the Senior Notes Indenture, including any related guarantee claims. 66

70

130. Standard Chartered CFGL Group Facility means that certain facility letter, dated as of March 26, 2015, by an among Champion Maritime Ltd. (BVI) and Growing Management Limited (BVI), as borrowers, each of the guarantors named therein, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 131. Standard Chartered CFGL Group Facility Claims means any Claim arising under or related to the Standard Chartered CFGL Group Facility, including any related guarantee claims. 132. Standard Chartered PARD Group Facility means that certain facility letter, dated as of April 11, 2012, by and among Pacific Andes Enterprises (BVI) Limited and Pacific Andes Food (Hong Kong) Company Limited, as borrowers, each of the guarantors named therein, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 133. Standard Chartered PARD Group Facility Claims means any Claim arising under or related to the Standard Chartered PARD Group Facility, including any related guarantee claims. 134. Super Investment Distribution Pool means 35.25% of the CFGL Equity Distribution Pool. 135. Taipei Fubon Term Loan means that certain Facility Agreement, dated as of May 22, 2015, by and among Pacific Andes Food (Hong Kong) Company Limited, as borrower, each of the guarantors named therein, the lenders party thereto from time to time, and Taipei Fubon Commercial Bank Co., Ltd., as agent, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date). 136. Taipei Fubon Term Loan Claims means any Claim arising under or related to the Taipei Fubon Term Loan, including any related guarantee claims. 137. Unexpired Lease means a lease to which one or more of the terms remain in effect. 138. UOB Banking Facility means that certain Banking Facilities Letter, dated as of July 9, 2015, by and among Pacific Andes Enterprises (BVI) Limited and Europaco Limited, as borrowers, PARD, as guarantor with respect to the borrowings thereunder by Pacific Andes Enterprises (BVI) Limited, and Pacific Andes International Holdings Limited (Bermuda), as guarantor with respect to the borrowings thereunder by Europaco Limited, and the lenders party thereto from time to time, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated, modified, or supplemented from time to time prior to the Petition Date), including any related guarantee claims. 139. UOB Banking Facility Claim means any Claim arising under or related to the UOB Banking Facility, including any related guarantee claims. 67

71

140. Voting Deadline means the deadline established by the Bankruptcy Court by which ballots accepting or rejecting this Joint Debtor Plan must be received by the Plan Debtors’ solicitation agent. 68

72

SCHEDULE 4.2 INTERCOMPANY CLAIMS 69

73