Impact of an Uncertificated Securities Market on the Constitutional Documents of Hong Kong Listed Offshore Issuers

Updates on Hong Kong’s Uncertificated Securities Market Regime from an offshore perspective

Hong Kong’s uncertificated securities market ("USM”) initiative is scheduled to take effect in 2026, subject to market readiness.

Judy Lee, Kelly Tang

Redemption of Cayman shares in Chinese Red Chip corporate groups – latest developments and ideas for investors

This article provides an overview of the key legal issues facing preference shareholders in Cayman Islands companies when considering enforcing their redemption rights.

Michael Makridakis

Structured lending for hyperscale data center providers: offshore spvs powering securitisation driven capital solutions

The exponential growth of hyperscale data centers, driven by surging demand for cloud computing, artificial intelligence and digital infrastructure, is reshaping the way these assets are financed. As operators seek to scale rapidly, bank debt funding is moving towards capital markets solutions. Securitisation, particularly in Asia, is emerging as a strategic tool to monetise long-term lease receivables, with offshore SPVs playing a pivotal role in enabling cross-border capital flows.

Shivagar Siva

Typical Collateral Package in Cayman Fund Financing

The recovery of the Asian fund finance market over the past couple of years has reinforced the dominance of the Cayman Islands as the jurisdiction of choice for offshore fund structures.  The security package remains a key consideration for lenders in fund finance transactions.  This article provides an overview of the main types of collateral that lenders typically seek when lending to Cayman Islands fund vehicles under different types of facilities.

Fiona Chan

Hong Kong and Australian courts recognise principles of segregation in Cayman SPCs

In two recent judgments, Tjin Joen Joe, Andy Tsjoe Kong and another v Oakwise Value Fund SPC [2025] HKCFI 1281 (Oakwise Value Fund) and Cowan, in the matter of Coinful Capital Fund, SPC (in Official Liquidation) [2025] FCA 315 (Coinful Capital Fund), the High Court of Hong Kong and the Federal Court of Australia have recognised fundamental principles underpinning the Cayman Islands segregated portfolio companies (SPC) regime.

Damon Booth, Steven Yuen

High Court of Hong Kong confirms arbitrability of shareholder claims for oppression and loss of confidence

In the recent decision in PI 1 & PI 2 v MR [2025] HKCFI 1110 (PI 1 & PI 2), the High Court of Hong Kong confirmed that certain factual and legal disputes are arbitrable, even where their determination may serve as a precursor to the winding up of a Cayman Islands company on just and equitable grounds. Notably, the High Court of Hong Kong has, for the first time, expressly adopted the reasoning of the Judicial Committee of the Privy Council (the JCPC) in FamilyMart China Holdings Co Ltd v Ting Chuan (Cayman Islands) Holding Corp [2023] UKPC 33; [2024] Bus LR 190 (FamilyMart).

Harriet Ter-Berg, George Mallis

Navigating CIMA Audit Requirements for a Cayman Regulated Fund

To maintain good standing with the Cayman Islands Monetary Authority (CIMA), a Cayman regulated mutual fund or a registered private fund must meet specific audit filing obligations. These requirements are critical for funds seeking to remain compliant or deregister. This article outlines a complete set of audit filing scenarios for Cayman regulated funds as well as its statutory audit filing requirements, including audit waivers, audit filing extensions, and audit period extensions. This article is to address some of the key issues facing fund operators in the operation, management and orderly winding up of the Cayman regulated funds when it comes to audit filings.

Eason Huang, Maree Martin, Freya Xu

The Rise of Panda Bonds: Enhancing International Investments in China's Bond Market from an Offshore Perspective

Panda bonds, initially launched in 2005, saw unprecedented popularity in recent years. This surge is likely driven by factors such as the divergence in the United States (“U.S.”) - China monetary policy and ongoing geopolitical tensions. Panda bonds - renminbi (“RMB”) denominated bonds issued within China's domestic bond market by entities domiciled outside of China - serve as a strategic financing tool. Issuers range from Chinese-owned companies incorporated in offshore financial centers with primary operations in China to international corporations, financial institutions and sovereign entities.

Judy Lee, Kelly Tang

Achieving Bankruptcy Remoteness in Structured Finance

The structured finance market in the APAC region continues to grow in recent years, particular in the number of new issuances and the use of different financial products in complex structuring. Cayman special purpose vehicles (SPVs) are one of the most utilized offshore vehicles in the Asian structured finance industry, which is well supported by established legal and regulatory regimes. This article introduces a key feature of securitisation and repackaging, which is the ring-fencing of assets and removing them from the bankruptcy risks of the originator/seller of the assets – often referred to as bankruptcy remoteness. Investors of structured notes can simply take on the credit risks of the underlying asset, and the seller can achieve off-balance sheet treatment of the underlying asset.

Fiona Chan

Cayman Court Grants Convening Order, Marking Key Step in Kaisa’s Recovery Plan

Distressed Chinese property developer Kaisa takes step forward in its recovery, as Cayman Courts continue to demonstrate the jurisdiction’s pro-active approach to cross-border restructurings. Though the Court’s approach to a scheme convening hearing is well-established, challenges from a small section of creditors remain a risk that cannot be ignored. What are the key factors in navigating the restructuring process, and what trends should we keep an eye on?

Lorinda Peasland, Zuhair Farouki