Re Zipmex Co Ltd: Extension of Moratoria under Insolvency, Restructuring and Dissolution Act

The Zipmex Group applied to the High Court of Singapore for an extension of moratoria under s 64(7) of the Insolvency, Restructuring and Dissolution Act 2018. The applications were heard by Aedit Abdullah J. The court dismissed the applications, holding that granting an extension of moratoria where there is no further prospect of restructuring would be contrary to the statutory framework, legislative purpose, and existing authority.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Applications dismissed.

1.3 Case Type

Insolvency

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Applications by Zipmex Group for extension of moratoria dismissed due to no further prospect of restructuring, conflicting with IRDA's purpose.

1.7 Decision Date

10 January 2024

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Zipmex Pte Ltd	Applicant	Corporation	Application Dismissed	Lost	Daniel Chia Hsiung Wen of Prolegis LLC Tang Yuan Jonathan of Prolegis LLC Charlene Wee Swee Ting of Prolegis LLC
Zipmex Asia Pte Ltd	Applicant	Corporation	Application Dismissed	Lost	Daniel Chia Hsiung Wen of Prolegis LLC Tang Yuan Jonathan of Prolegis LLC Charlene Wee Swee Ting of Prolegis LLC
Zipmex Company Limited	Applicant	Corporation	Application Dismissed	Lost	Daniel Chia Hsiung Wen of Prolegis LLC Tang Yuan Jonathan of Prolegis LLC Charlene Wee Swee Ting of Prolegis LLC
Zipmex Australia Pty Ltd	Applicant	Corporation	Application Dismissed	Lost	Daniel Chia Hsiung Wen of Prolegis LLC Tang Yuan Jonathan of Prolegis LLC Charlene Wee Swee Ting of Prolegis LLC
PT Zipmex Exchange Indonesia	Applicant	Corporation	Application Dismissed	Lost	Daniel Chia Hsiung Wen of Prolegis LLC Tang Yuan Jonathan of Prolegis LLC Charlene Wee Swee Ting of Prolegis LLC
Richard Chua Fen Peng	Respondent	Individual	Objection upheld	Won	Justin Yip Yung Keong of Withers KhattarWong LLP Lam Zhen Yu of Withers KhattarWong LLP Cheang Hui Xuan of Withers KhattarWong LLP

3. Judges

Judge Name	Title	Delivered Judgment
Aedit Abdullah	Judge of the High Court	Yes

4. Counsels

Counsel Name	Organization
Daniel Chia Hsiung Wen	Prolegis LLC
Tang Yuan Jonathan	Prolegis LLC
Charlene Wee Swee Ting	Prolegis LLC
Justin Yip Yung Keong	Withers KhattarWong LLP
Lam Zhen Yu	Withers KhattarWong LLP
Cheang Hui Xuan	Withers KhattarWong LLP

4. Facts

The Zipmex Group sought an extension of moratoria under s 64(7) of the IRDA.
The Zipmex Group's proposed schemes of arrangement had turned out unsuccessful.
There was no further prospect of restructuring for the Zipmex Group.
The extension was sought to protect a proposed sale of Zipmex Thailand and Zipmex Indonesia.
The sale of Zipmex Indonesia had reached the stage of advanced negotiations.
The Zipmex Indonesia Purchaser included a group insolvency event of default clause in the draft sale and purchase agreement.
One creditor, Richard Chua Fen Peng, objected to the extension of the moratorium in relation to Zipmex Singapore.

5. Formal Citations

Re Zipmex Co Ltd and other matters, Originating Application No 381 of 2022, [2024] SGHC 6
Re Zipmex Co Ltd and other matters, Originating Application No 382 of 2022, [2024] SGHC 6
Re Zipmex Co Ltd and other matters, Originating Application No 383 of 2022, [2024] SGHC 6
Re Zipmex Co Ltd and other matters, Originating Application No 384 of 2022, [2024] SGHC 6
Re Zipmex Co Ltd and other matters, Originating Application No 385 of 2022, [2024] SGHC 6

6. Timeline

Date	Event
2022-07-22	Zipmex Group's applications for moratoria were first made.
2022-08-15	Hearing on the applications; moratoria extended until 2022-12-02.
2023-09-29	Previous hearing; extension granted, due to expire on 2024-01-08.
2023-11-22	Scheme meetings of Zipmex Asia and Zipmex Singapore were held.
2024-01-05	Hearing of present applications; interim extension granted until 2024-01-11.
2024-01-05	Judgment reserved.
2024-01-11	Judgment delivered; applications dismissed.

7. Legal Issues

Extension of Moratorium
- Outcome: The court held that it does not have the power to grant an extension of a moratorium where there is no further prospect of restructuring.
- Category: Substantive

8. Remedies Sought

Extension of Moratorium

9. Cause of Actions

No cause of actions

10. Practice Areas

Insolvency
Restructuring
Corporate Law

11. Industries

Cryptocurrency
Finance

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Re Zipmex Co Ltd and other matters	High Court	Yes	[2023] 4 SLR 1100	Singapore	Cited for the initial extension of moratoria granted to the Zipmex Group.
Re All Measure Technology (S) Pte Ltd	High Court	Yes	[2023] SGHC 148	Singapore	Cited for the procedural and substantive requirements for granting an application under s 64(1) of the IRDA.
Re IM Skaugen SE and other matters	High Court	Yes	[2019] 3 SLR 979	Singapore	Cited for the test of whether there is a reasonable prospect of the proposed or intended scheme working and being acceptable to the general run of creditors.
Re Aaquaverse Pte Ltd and other matters	High Court	Yes	[2023] SGHC 29	Singapore	Cited as a similar case where applications for extension of moratoria were dismissed due to the lack of a reasonable prospect of the proposed scheme of arrangement working.
Re Lemarc Agromond Pte Ltd	High Court	Yes	[2023] SGHC 236	Singapore	Cited as an example where an application for a second extension of moratorium was dismissed because there was clearly no progress in the applicant’s restructuring efforts or a reasonable prospect of a scheme of arrangement being successfully proposed.
Tan Cheng Bock v Attorney-General	Court of Appeal	Yes	[2017] 2 SLR 850	Singapore	Cited for the three-stage framework to statutory interpretation.
Re CNA Group Ltd	High Court	Yes	[2019] SGHC 78	Singapore	Cited for the principle that when an application is made to extend a judicial management order, the court must be satisfied that the extension would be likely to achieve one or more of the purposes for which the order had been made.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Insolvency, Restructuring and Dissolution Act 2018	Singapore
Section 64 of the Insolvency, Restructuring and Dissolution Act 2018	Singapore
Companies Act 1967	Singapore
Section 210(1) of the Companies Act 1967	Singapore
Section 71(1) of the IRDA	Singapore
Section 64(1) of the IRDA	Singapore
Section 64(2) of the IRDA	Singapore
Section 64(3) of the IRDA	Singapore
Section 64(4) of the IRDA	Singapore
Section 64(7) of the IRDA	Singapore
Section 64(8) of the IRDA	Singapore
Section 64(9) of the IRDA	Singapore
Section 64(14) of the IRDA	Singapore
Section 96(4) of the IRDA	Singapore
Section 95 of the IRDA	Singapore
Section 89(1) of the IRDA	Singapore
Section 112(1) of the IRDA	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Moratorium
Scheme of Arrangement
Restructuring
Insolvency
Liquidation
Creditors
Zipmex Group
Insolvency, Restructuring and Dissolution Act 2018

15.2 Keywords

Insolvency
Restructuring
Moratorium
Zipmex
Scheme of Arrangement
IRDA
Extension of Time

17. Areas of Law

Area Name	Relevance Score
Restructuring and Dissolution	90
Moratoria	80
Schemes of Arrangement	70
Bankruptcy	60
Company Law	50
Banking and Finance	30
Contract Law	20

16. Subjects

Insolvency
Restructuring
Schemes of Arrangement
Moratorium