The "Notice" defines RWA tokenization as a new type of securities activity, and cross-border RWA tokenization refers to cross-border securities activities, which means that securities intermediaries licensed in both mainland China and Hong Kong are expected to benefit

Domestic assets are expected to be carried out in Hong Kong through compliance channelsRWATokenized issuance and trading.

Recently, eight departments including the People's Bank of China (hereinafter referred to as"the central bank") jointly issued the "Notice on further preventing and dealing with risks related to virtual currencies" (hereinafter referred to as the "Notice"), clarifies the requirements for virtual currencies and real-world assets (RWA) tokenization and related business activitiescharacterization, as well as related regulatory arrangements.

"Notice" expressly prohibitsCarrying out real-world asset tokenization activities within the country, as well as providing relevant intermediaries, information technology services, etc.; At the same time, it is also clear that With the consent of the competent business department in accordance with laws and regulations, relevant business activities based on specific financial infrastructure are excepted.

At the same time, the China Securities Regulatory Commission announced"Regulatory Guidelines on the Overseas Issuance of Asset-Backed Securities Tokens by Domestic Assets" (hereinafter referred to as the "Guidelines"), furtherforRWATokenization-related activities provide clearer regulatory rules.

"Notice" and "Guidelines" are regarded by the industry as"RWANew regulations". Many interviewees told Caijing that the new regulations actually left a "very narrow opening" for domestic assets to achieve cross-border financing through tokenized businesses.

RWATokenization is cross-border securities activities "Dean of Jiangsu Jinke Institute of Digital and Technology FinanceZou Chuanwei told Caijing that this means that in China and Hong KongAll licensed securities intermediariesare expected to benefit.

The "Guidelines" are considered to have released a signal for regulators to clarify the gray areas. " text="">'On-chain coat' bypasses existing rules such as securities, foreign exchange, data security and review, but instead tokenizes cross-border RWATokenizationBring back the rule of law from the gray area, emphasizing reviewability, accountability, and penetrability "Dean of the Financial Technology Rule of Law Research Institute of China University of Political Science and LawZhao Binghao told Caijing.

"The timing of the release of these two documents is beyond expectations, and it is speculated that it is related to the official issuance of stable currency licenses in Hong Kongin early March." an industry insider told Caijing.

As eight departments including the central bank clarified regulatory rules, the Hong Kong SAR government released a strong signal to further promote the development of digital assets.

2Month11On August 1, Hong Kong Chief Executive Li Jiachao stated at a public event that Hong Kong will issue the first batch of stable currency issuer licenses next month. At the same event, Yip Chi-heng, executive director of the Intermediaries Department of the Hong Kong Securities and Futures Commission, said that the focus of this year's work is to improve market liquidity. To this end, the Hong Kong Securities and Futures Commission will allow affiliated bookmakers (referring toVATP's affiliates) operates on a licensed virtual asset trading platform (VATP), allowing the platform's affiliates to provide liquidity.

"Before, the market was worried that mainland assets could not be exported abroadRWA, Hong Kong can only be limited to one city and has little market space. Now, with the approval of the Securities Regulatory Commission, relevant business activities can be carried out based on specific financial infrastructure, which is beneficial to assets with stable cash flow and long return cycles. " said the aforementioned industry insiders.

Three categories of cross-borderRWABusiness is feasible

"Notice" clarifiesRWAOfficial definition of tokenization:Use encryption technology and distributed ledgers or similar technologies to convert asset ownership, income rights, etc. into tokens (certificates) or other equity and bond certificates with token (certificate) characteristics, and conduct issuance and trading activities.

Previously, there was no authoritative and unified definition of tokenized business in the industry. A more common definition is: converting the relevant rights of traditional financial assets (stocks, bonds, etc.) and real assets (real estate, art, etc.) into digital tokens on the blockchain. These digital tokens represent the ownership or income rights of traditional financial assets and real assets.

The vague definition once led to more blind attempts and explorations. PreviouslyA number of companies have released or announced the exploration of RWA projects based on different physical assets, including agricultural products, cultural tourism assets, artworks, real estate, etc..

In terms of regulatory requirements, the "Notice" is clear, Domestic entities directly or indirectly carry out real-world asset tokenization business in the form of foreign debt overseas, or carry out asset-like securitization overseas or real-world asset tokenization business with equity nature based on domestic asset ownership, income rights, etc. (hereinafter collectively referred to as domestic equity), should be in accordance with "Same business, same risks, same rules" principle, the National Development and Reform Commission, China Securities Regulatory Commission, State Administration of Foreign Exchange and other relevant departments shall carry out strict supervision according to the division of responsibilities and in accordance with laws and regulations. Other forms of real-world asset tokenization business carried out overseas by domestic entities based on domestic rights and interests shall be supervised by the China Securities Regulatory Commission in conjunction with relevant departments according to the division of responsibilities. No unit or individual may carry out the above-mentioned business without the consent and filing of relevant departments.

Zou Chuanwei told Caijing that the above provisions will allow domestic entities to conduct overseas operationsRWATokenized businesses are divided into three categories:

The first is partial debtRWATokenization, that is,Tokenization ofRWA in the form of external debt. "The core feature is that it has a clear deadline and the principal and interest will be repaid upon maturity." Zou Chuanwei said.

The second is partial stocksRWATokenization, that is,Carrying out asset-like securitization overseas based on domestic equity and having an equity natureRWATokenization. leaf="">"

The third is other categoriesRWATokenization. Zou Chuanwei said that the return and term characteristics of the underlying assets are non-stock and non-debtRWATokenized businesses can be classified into other categories, such as gold-basedRWATokenization business.

At the same time, the "Notice" emphasizes"Same business, same risks, same rules"SupervisionPrinciples.

"This meansRWA will not change its legal regulations because of the chain." Zhao Binghao told Caijing,Tokenization supported by cash flow, layered issuance and raising funds from investors is essentially closer to asset securitization or securities issuance; the structure with income rights and shares as carriers is also similar to traditional business logic such as fund shares and trust beneficiary rights.

In addition, Zhao Binghao said that because on-chain transfers are more immediate, more fragmented and spread quickly across borders, technical risks (smart contract vulnerabilities, private keys and custody, on-chain liquidation) and information disclosure The issue of "authenticity of off-chain data" is more prominent, and traditional rules need to increase "technical compliance." "It is recommended that while applying the traditional regulatory framework, it is recommended to clarify code audits, custody and liquidation arrangements, off-chain data verification mechanisms, as well as the appropriateness of secondary circulation and anti-money laundering control requirements."

The "Guidelines" issued by the China Securities Regulatory Commission provide clearer regulatory rules.

Zhao Binghao said,The core point of the "Guidelines" is to "The overseas issuance of asset-backed securities tokens by domestic assets" is regulated as "quasi-asset securitization". text="">Emphasis on using cash flow generated from domestic assets or rights as repayment support, using encryption technology overseas/distributed ledgers to issue tokenized equity certificates;InThe rules require domestic entities that actually control the underlying assets to register with the China Securities Regulatory Commission before proceeding, and submit a registration report and a complete set of overseas issuance materials. The registration information will be publicized through the website. "

In addition, the "Guidelines"SettingsSix categories of prohibited situations are clarifiedRWANegative list of tokenized underlying assets. Including: The underlying assets are prohibited by the negative list of basic assets for domestic asset securitization business. According to the "Guidelines for the Negative List of Basic Assets of Asset Securitization Business", the ability to generate stable cash flow is the core requirement of this business for basic assets.

"Underlying assets with clear ownership, verifiable cash flow, and auditable will be more popular, because the "Guidelines" directly list ownership disputes, negative lists, etc. as prohibited situations. " said Zhao Binghao.

Securities licensed in both places are expected to benefit

Hong Kong is the main destination for domestic entities to carry out RWAtokenization business.

Ding Yuan, director of Xinhuo Research Institute, a subsidiary of Xinhuo Technology, a Hong Kong-listed company told Caijing,Currently Hong Kong The RWA market is in the critical stage of "accelerating the transition from policy guidance to commercial implementation". The overall situation shows three significant characteristics: "top-level design and infrastructure construction first, institutional leadership replacing retail investor speculation, and high credit preference on the asset side".

"Due to the high compliance threshold, the current guidance of the Hong Kong government is mainly focused on government bonds, high-rated corporate bonds and green finance, which are 'high credit, low volatility''as the cornerstone of establishing market trust " Ding Yuan said.

From the perspective of underlying asset types, Ding Yuan said that currentlyis based on government bonds text="">TokenizationThe business is developing rapidly;Tokenized stocks and tokenized commodities (precious metals) combine blockchain due to their high volatility7×24-hour trading advantage, the current market acceptance is relatively high. In addition, the market is gradually expanding into more categories of financial assets.

In recent years, Hong Kong has adopted the Ensemble project (sandbox)Carry out tokenization business exploration and cooperate with mainland companies to publish tokenization cases, such asLangxin Group New Energy Charging PileRWA, GCL Nengke Photovoltaic Power Station RWA, and the battery swap assets of Patrol Eagle TravelRWAetc.. This formed the "Chinese mainland assets + alliance chain + Hong Kong regulatory sandbox" cross-border RWA tokenization model.

In this regard, Zhao Binghao reminded that under the new regulations,The Hong Kong sandbox is still"Controlled test site", but cannot be used as an "exemption card". "The industry needs to put compliance designs in front, such as only facing qualified institutional investors, penetrating disclosure and auditing, segregating funds and assets, and establishing auditable data boundaries and external service boundaries within the country, and performing filing procedures to ensure'No domestic issuance transactions, overseas promotions are not made domestically'. "

In this context, Zhao Binghao believes that this timenot the one who may benefit"Web3 that tells the best story" is an institution that can build a solid compliance infrastructure, includinglicensed financial institutions and custody of securitization chains/Registration/clearing and other infrastructure service providers, as well as professional institutions that can provide penetrating disclosure, auditing, data security and compliance technology capabilities.

RWAThe new regulations also emphasize the need to strengthen the management of financial, intermediary and information technology service institutions.

The "Notice" clarifies thatOverseas subsidiaries and branches of domestic financial institutions that provide real-world asset tokenization-related services overseas should be included in the compliance and risk control management system of domestic financial institutions, and strictly implement customer access, suitability management, anti-money laundering and other requirements. In addition, intermediaries and information technology service agencies that provide services for domestic entities to directly or indirectly carry out real-world asset tokenization business overseas in the form of foreign debt, or to carry out real-world asset tokenization-related business overseas based on domestic equity, must establish and improve relevant compliance and internal control systems, strengthen business and risk management and control, and apply for approval or report business development in accordance with relevant requirements.

The aforementioned industry insiders believe that this will benefit intermediaries that can build a bridge between Hong Kong and the mainland. 2025In 2025, Guotai Junan International (1788.HK), Tianfeng International and other overseas subsidiaries of Chinese securities firms have announced upgrades to their Hong Kong securities licenses and are allowed to provide virtual asset trading, consulting and other services.

Wind (Wind) data shows that on February 6, RWAAfter the new regulatory regulations were released, the Hong Kong stock Chinese brokerage index rose for two consecutive days, with China Taijunan International rising by more than 9% in three trading days.

It is worth noting that many interviewees said that the "Notice" and "Guidelines" provide preliminary regulatory rules, but more details need to be further clarified by the relevant regulatory authorities.

"Currently, the China Securities Regulatory Commission has issued the "Guidelines", but cross-borderRWATokenization business also involves funds, data cross-border and other aspects, and still needs clearer guidance from relevant regulatory authorities " Zou Chuanwei said.

text="">Not transparent about'specific financial infrastructure' and approval standards,PossiblyStuck compliance innovation in uncertainty " Zhao Binghao told Caijing, "It is recommended that ChinaCSRCAnd other regulatory authoritiesProvide actionable whitelists, processes and boundary explanations as soon as possible to avoidThe repetition of 'ban it/release it and cause chaos'. "