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 Singapore1.2 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
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Zipmex Company Limited | Applicant | Corporation | Application Dismissed | Lost | Daniel Chia Hsiung Wen, Tang Yuan Jonathan, Charlene Wee Swee Ting |
| Zipmex Pte Ltd | Applicant | Corporation | Application Dismissed | Lost | Daniel Chia Hsiung Wen, Tang Yuan Jonathan, Charlene Wee Swee Ting |
| Zipmex Asia Pte Ltd | Applicant | Corporation | Application Dismissed | Lost | Daniel Chia Hsiung Wen, Tang Yuan Jonathan, Charlene Wee Swee Ting |
| Zipmex Australia Pty Ltd | Applicant | Corporation | Application Dismissed | Lost | Daniel Chia Hsiung Wen, Tang Yuan Jonathan, Charlene Wee Swee Ting |
| PT Zipmex Exchange Indonesia | Applicant | Corporation | Application Dismissed | Lost | Daniel Chia Hsiung Wen, Tang Yuan Jonathan, Charlene Wee Swee Ting |
| Richard Chua Fen Peng | Respondent | Individual | Objection upheld | Won | Justin Yip Yung Keong, Lam Zhen Yu, Cheang Hui Xuan |
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 |
|---|---|
| Zipmex Group's applications for moratoria were first made. | |
| Hearing on the applications; moratoria extended until 2022-12-02. | |
| Previous hearing; extension granted, due to expire on 2024-01-08. | |
| Scheme meetings of Zipmex Asia and Zipmex Singapore were held. | |
| Hearing of present applications; interim extension granted until 2024-01-11. | |
| Judgment reserved. | |
| 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
16. Subjects
- Insolvency
- Restructuring
- Schemes of Arrangement
- Moratorium
17. Areas of Law
- Insolvency Law
- Schemes of Arrangement
- Restructuring Law