Re Dasin Retail Trust: Moratorium for Scheme of Arrangement under IRDA
Dasin Retail Trust Management Pte Ltd (DRTM), the trustee-manager of Dasin Retail Trust (DRT), applied to the General Division of the High Court of Singapore on 2 January 2025 for a moratorium under Section 64 of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) to facilitate a scheme of arrangement. The court, presided over by Judicial Commissioner Kristy Tan, considered whether DRTM could apply for a moratorium in respect of liabilities incurred as trustee-manager and whether the requirements for granting a moratorium were met. The court granted the moratorium to DRTM.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Moratorium granted to the applicant, Dasin Retail Trust Management Pte Ltd.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
DRTM seeks a moratorium for an intended scheme of arrangement. The court considers if DRTM can propose a scheme for debts incurred as trustee-manager.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Dasin Retail Trust Management Pte Ltd | Applicant | Corporation | Moratorium Granted | Won | |
| Zhang Zhencheng | Other | Individual | Objection Dismissed | Lost | |
| Aqua Wealth Holdings Limited | Other | Corporation | Objection Dismissed | Lost | |
| Bounty Way Investments Limited | Other | Corporation | Objection Dismissed | Lost | |
| Wang Qiu | Other | Individual | Objection Dismissed | Lost | |
| Cao Yong | Other | Individual | Objection Dismissed | Lost | |
| Sun Shu | Other | Individual | Objection Dismissed | Lost | |
| Zhang Guiming | Other | Individual | Objection Dismissed | Lost | |
| Zhang Jieyan | Other | Individual | Objection Dismissed | Lost | |
| Malayan Banking Berhad, Singapore Branch | Other | Corporation | Neutral | Neutral | |
| New Harvest Investments Limited | Other | Corporation | Support for Moratorium | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kristy Tan | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- DRTM is the trustee-manager of DRT, a business trust listed on the SGX-ST.
- DRTM incurred liabilities in its capacity as trustee-manager of DRT through various loan facilities.
- The Offshore Facilities, Onshore Facilities and Luso Facility are in default.
- ZZC and Sino-Ocean Capital, the shareholders of DRTM, have a strained relationship.
- Winding up proceedings have been commenced by ZZC and his associates against DRTM.
- DRTM intends to carry out a global restructuring of its debts via a scheme of arrangement in Singapore and a consensual restructuring in China.
- DRTM seeks a moratorium to obtain breathing room to work towards the intended scheme of arrangement.
5. Formal Citations
- Re Dasin Retail Trust Management Pte Ltd, Originating Application No 1257 of 2024, [2025] SGHC 6
6. Timeline
| Date | Event |
|---|---|
| DRTM contracted with banks for IPO Offshore Facility and Zhongshan Yuanxin contracted for IPO Onshore Facility. | |
| DRTM contracted with banks for Doumen Offshore Facility and Zhuhai Xinmingyang Investment contracted for Doumen Onshore Facility. | |
| DRTM contracted with banks for Shunde Offshore Facility and Foshan Dasin Commercial Management contracted for Shunde Onshore Facility. | |
| Wang Qiu became DRTM’s CEO. | |
| DRTM entered into an agreement with Luso International Banking Limited for the Luso Facility. | |
| Relationship between ZZC and Sino-Ocean Capital soured. | |
| DRTM engaged FTI Consulting as financial advisor. | |
| Discussions with bank lenders regarding restructuring term sheet began. | |
| DRTM Board learned Wang Qiu was pursuing an alternative restructuring effort. | |
| Cao Yong ceased to be an independent director of DRTM. | |
| Wang Qiu ceased to be DRTM's CEO. | |
| Sun Shu ceased to be an independent director of DRTM. | |
| ZZC commenced HC/CWU 133. | |
| DRTM commenced steps to gain operational control of two Chinese subsidiaries. | |
| Date for outstanding amounts under facilities and unsecured creditors list. | |
| First hearing of CWU 133. | |
| ZZC made unsuccessful attempts to remove DRTM as the trustee-manager of DRT. | |
| Date for personal liabilities of unsecured creditors list. | |
| New Harvest filed an application to stay CWU 133. | |
| DRTM filed OA 1257; CWU 133 was stayed. | |
| Hearing of OA 1257. | |
| DRTM provided an undertaking to the court not to continue with the proceedings in OC 140 and OC 108 if a moratorium were granted. | |
| Judgment reserved. |
7. Legal Issues
- Eligibility for Moratorium
- Outcome: The court held that DRTM, as a company liable to be wound up under the IRDA, falls within the definition of a 'company' in Part 5 of the IRDA and is not precluded from making an application under s 64(1) of the IRDA.
- Category: Substantive
- Sub-Issues:
- Whether a trustee-manager may propose a scheme of arrangement in respect of debts incurred in its capacity as trustee-manager
- Requirements for Grant of Moratorium
- Outcome: The court found that the procedural requirements for the grant of a moratorium under s 64 of the IRDA were met and that there was a reasonable prospect of the intended scheme of arrangement working and being acceptable to the general run of creditors.
- Category: Substantive
- Sub-Issues:
- Good faith
- Creditor support
- Feasibility of scheme
8. Remedies Sought
- Moratorium
- Order that the moratorium apply to any act of any person in Singapore or within the jurisdiction of the court
- Liberty for DRTM and any person affected by the orders made to apply for further or other directions as may be necessary
9. Cause of Actions
- Application for Moratorium under Section 64 of the Insolvency, Restructuring and Dissolution Act 2018
10. Practice Areas
- Commercial Litigation
- Insolvency
- Restructuring
11. Industries
- Real Estate
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Lian Chee Kek Buddhist Temple v Ong Ai Moi and others | High Court | Yes | [2024] 5 SLR 1213 | Singapore | Cited for the principle that a trust is not a legal person but a relationship concerning property. |
| E C Investment Holding Pte Ltd v Ridout Residence Pte Ltd | High Court | Yes | [2013] 4 SLR 123 | Singapore | Cited for the principle that liabilities incurred by a trustee are personal liabilities of the trustee. |
| Equity Trust (Jersey) Ltd v Halabi | Court of Appeal | Yes | [2023] AC 877 | England and Wales | Cited for the principle that liabilities incurred by a trustee are personal liabilities of the trustee. |
| Carter Holt Harvey Woodproducts Australia Pty Ltd v Commonwealth and others | High Court | Yes | (2019) 368 ALR 390 | Australia | Cited for the principle that liabilities incurred by a trustee are personal liabilities of the trustee. |
| Investec Trust (Guernsey) Ltd and another v Glenalla Properties Ltd and others | Court of Appeal | Yes | [2018] 2 WLR 1465 | England and Wales | Cited for the principle that a trustee may stipulate that he contracts as trustee only and not in his personal capacity. |
| Re Tantleff, Alan | High Court | No | [2023] 3 SLR 250 | Singapore | Cited by the opposing party for the proposition that there is no concept of a scheme of arrangement for a business trust. |
| Re All Measure Technology (S) Pte Ltd (RHB Bank Bhd, non-party) | High Court | Yes | [2023] 5 SLR 1421 | Singapore | Cited for the substantive test for whether to grant a moratorium. |
| Re IM Skaugen SE and other matters | High Court | Yes | [2019] 3 SLR 979 | Singapore | Cited for the substantive test for whether to grant a moratorium. |
| Re Pacific Andes Resources Development Ltd and other matters | High Court | Yes | [2018] 5 SLR 125 | Singapore | Cited for the principle that the cogency and reasonableness of an applicant’s explanation for a lack of details in an intended plan must be considered before determining whether such lack of particularisation would affect the assessment of the applicant’s bona fides. |
| Re Noble Group Ltd (No 1) | High Court | Yes | [2019] BCLC 505 | England and Wales | Cited for the principle that the court should be entitled to consider any factors that would unquestionably lead to a failure of the intended scheme at an early stage in the process. |
| Re Picotin Pte Ltd and other matters | High Court | Yes | [2024] SGHC 156 | Singapore | Cited for the principle that the court should not be overzealous in its scrutiny of an intended scheme at its developmental stage. |
| Re Conchubar Aromatics Ltd and other matters | High Court | Yes | [2015] SGHC 322 | Singapore | Cited for the principle that the court should limit itself to a broadbrush assessment in a moratorium application. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Section 64 Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Business Trusts Act 2004 | Singapore |
| Companies Act 1967 | Singapore |
| International Arbitration Act 1994 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Moratorium
- Scheme of Arrangement
- Trustee-Manager
- Business Trust
- Insolvency
- Restructuring
- Offshore Facilities
- Onshore Facilities
- Luso Facility
- Creditors
- Debts
15.2 Keywords
- moratorium
- scheme of arrangement
- insolvency
- restructuring
- business trust
- trustee-manager
- IRDA
- Dasin Retail Trust
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Restructuring and Dissolution | 95 |
| Insolvency Law | 95 |
| Moratorium | 90 |
| Winding Up | 80 |
| Business Trust Law | 70 |
| Breach of Contract | 30 |
| Contracts | 20 |
16. Subjects
- Insolvency
- Restructuring
- Schemes of Arrangement
- Business Trusts