Web3 Lawyer Interpretation: The Implementation of 8 New Regulations by Various Departments, the Regulatory Path for RWA is Officially Clarified

The central bank and eight ministries jointly issued regulatory provisions related to the tokenization of virtual currencies and real-world assets (RWA): People's Bank of China, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, State Administration for Market Regulation, Financial Regulatory Bureau, China Securities Regulatory Commission, State Administration of Foreign Exchange "Notice on Further Preventing and Dealing with Risks Related to Virtual Currencies" (Yin Fa [2026] No. 42) (hereinafter referred to as "Document No. 42").

Previously, there were rumors in the industry about the new regulations being released. After the official document was published, the content was rich in dimensions, and Shalu felt that the previous compliance exploration in the RWA field was almost entirely covered in the documents from the eight departments and the Securities Regulatory Commission.

Let’s quickly read through:

I. Nature of Document No. 42

In 2017 and 2021, the regulatory authorities issued Announcement No. 94 and Announcement No. 924, respectively. Since then, there has been a long absence of complete legal documents in this field; the work coordination meeting of thirteen ministries and commissions at the end of 2025 and the risk warning from seven associations do not constitute formal legal document upgrades. Below is a comparison of the nature of five core related documents: Core Conclusion: Document No. 42 is currently the most precise and complete legal normative document in the field of virtual currency-related businesses, and Announcement No. 924 has been formally abolished with its implementation.

II. Core Differences Between Document No. 42 and Previous Virtual Currency Regulatory Documents

(1) Comprehensive Expansion of Regulatory Objects

1. New core regulatory objects: For the first time, the tokenization of real-world assets (RWA) and stablecoins are included in the core regulatory scope, expanding the regulatory dimension from merely virtual currency trading speculation to a "virtual currency + RWA + stablecoin" three-in-one full-chain regulation.

2. Stablecoin regulation details: It is clarified that "stablecoins pegged to fiat currencies perform part of the functions of fiat currency in circulation," and it prohibits "any unit or individual from issuing stablecoins pegged to the RMB abroad without the approval of relevant departments in accordance with the law."

3. RWA clear definition: It is defined as "the activity of converting ownership, income rights, etc., of assets into tokens (certificates) or other rights and bonds with token (certificate) characteristics using cryptographic technology and distributed ledger or similar technology, and issuing and trading them."

(2) Enhanced Legal Effectiveness of Issuing Departments

Document No. 42 is jointly issued by the central bank, the National Development and Reform Commission, and eight other departments, and has reached consensus with the Central Cyberspace Administration, the Supreme People's Court, and the Supreme People's Procuratorate, with the approval of the State Council, significantly enhancing the issuing level and legal effectiveness compared to previous documents.

(3) Updated and Improved Legal Basis

New higher-level legal bases such as the "Futures and Derivatives Law of the People's Republic of China," "Securities Investment Fund Law of the People's Republic of China," and "Regulations on the Administration of Renminbi of the People's Republic of China" have been added, providing more comprehensive legal support; at the same time, some documents in Announcement No. 924 such as the "Regulations on the Administration of Futures Trading" and "Decision of the State Council on Cleaning Up and Rectifying Various Trading Places to Effectively Prevent Financial Risks" have been deleted, making the legal application more precise.

(4) Precise Upgrade of Virtual Currency Qualitative Statements (5) New Definition of RWA and Stablecoins

Document No. 42 adds specific clauses defining the nature of RWA: "Activities related to the tokenization of real-world assets conducted within the territory and providing related intermediary and information technology services, etc., which are suspected of illegal issuance of token vouchers, unauthorized public issuance of securities, illegal operation of securities and futures businesses, illegal fundraising, and other illegal financial activities, shall be prohibited; except for relevant business activities conducted based on specific financial infrastructure with the approval of the competent business authority in accordance with the law."

It also clarifies the ban on RWA overseas services: "Overseas units and individuals shall not illegally provide real-world asset tokenization-related services to domestic entities in any form."

Core Conclusion: Based on the above clauses, it can be clarified:

1. RWA projects within the territory, service providers within the territory ------illegal

2. RWA projects within the territory, service providers outside the territory ------illegal

3. Similar nature NFT projects, suspected of illegal issuance of token vouchers ------illegal

4. RWA projects outside the territory, suspected of illegal fundraising within the territory ------illegal

(6) Detailed Division of Responsibilities Among Regulatory Departments, from Multi-Department Coordination to Dual-Track Regulation

Announcement No. 924 only established a multi-department coordination work mechanism: "The People's Bank of China, together with the Central Cyberspace Administration, the Supreme People's Court, the Supreme People's Procuratorate, the Ministry of Industry and Information Technology, the Ministry of Public Security, the State Administration for Market Regulation, the Banking and Insurance Regulatory Commission, the Securities Regulatory Commission, the Foreign Exchange Bureau, and other departments, established a work coordination mechanism."

Document No. 42 innovatively implements a dual leadership system, clearly dividing regulatory responsibilities into two lines:

1. Virtual currency regulation: "The People's Bank of China, together with the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the State Administration for Market Regulation, the Financial Regulatory Bureau, the China Securities Regulatory Commission, the State Administration of Foreign Exchange, and other departments, improve the work mechanism."

2. RWA regulation: "The China Securities Regulatory Commission, together with the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the People's Bank of China, the State Administration for Market Regulation, the Financial Regulatory Bureau, the State Administration of Foreign Exchange, and other departments, improve the work mechanism."

Core Conclusion:

1. The previous issue of inadequate multi-department coordination has been resolved due to the clear higher-level laws and responsibility mechanisms, leaving no room for evasion or negligence in handling.

2. Market entities intending to explore related businesses can clearly understand the government’s power list and scope of responsibilities, reducing business misjudgments.

(7) Local Responsibility of Departments Strengthened

Document No. 42, based on Announcement No. 924, adds that "the specific lead will be taken by local financial management departments, with branches and dispatched institutions of the State Council's financial management departments, as well as telecommunications, public security, market regulation, and other departments participating, in coordination with cyberspace departments, people's courts, and people's procuratorates," clarifying the leading departments and cooperation mechanisms at the local execution level, further solidifying local regulatory responsibilities.

(8) Strengthening Management of Financial Institutions

(9) Expanded Regulation of Intermediaries and Technical Service Institutions

Announcement No. 924 only targeted services related to virtual currencies, while Document No. 42 adds: "Relevant intermediary institutions and information technology service institutions shall not provide intermediary, technical, and other services for unauthorized real-world asset tokenization-related businesses and related financial products," formally expanding the regulatory scope to intermediaries and technical service providers in the RWA field.

(10) Tightening of Market Entity Registration Management

(11) Intensified Policies for Mining Regulation

Announcement No. 924 only mentioned "achieving full-chain tracking and all-time information backup for virtual currency 'mining,' trading, and exchange," while Document No. 42 separately lists detailed regulations in Article 9, clearly stating that "it is strictly prohibited for 'mining machine' manufacturing enterprises to provide 'mining machine' sales and various services within the territory," cutting off the mining industry chain from the source; compared to the monitoring requirements of Announcement No. 924, the new regulations are stricter, more enforceable, and clarify the handling mechanism of relevant departments after receiving clues.

(12) Innovative Regulation of Overseas Issuance

Document No. 42 combines new changes in the overseas crypto field and adds dual prohibitions on overseas issuance for cross-border businesses:

1. Without the approval of relevant departments in accordance with the law, domestic entities and their controlled overseas entities shall not issue virtual currencies abroad.

2. Regarding RWA: "Domestic entities directly or indirectly conducting real-world asset tokenization businesses in the form of foreign debt abroad, or conducting asset securitization-like businesses based on domestic asset ownership, income rights, etc., abroad, shall be strictly regulated by the National Development and Reform Commission, the China Securities Regulatory Commission, the State Administration of Foreign Exchange, and other relevant departments according to their responsibilities, based on the principle of 'same business, same risk, same rules.'"

Core Conclusion: Based on the above clauses, it can be clarified:

1. Issuance of non-RWA type tokens abroad without underlying assets ------illegal

2. Tokenization behaviors similar to foreign debt, equity, ABS nature ------legally under strict regulation

3. Legal RWA regulatory principles ------ refer to securities business "same business, same risk, same rules."

(13) Strengthening of Regulation on Overseas Business of Domestic Financial Institutions, Responsibility Solidified

Document No. 42 adds: "Overseas subsidiaries and branches of domestic financial institutions providing real-world asset tokenization-related services abroad must act prudently in accordance with the law, equipped with professional personnel and systems, effectively preventing business risks, strictly implementing customer access, suitability management, anti-money laundering, and other requirements, and included in the compliance risk management system of domestic financial institutions," achieving penetrating regulation of cross-border businesses.

Core Conclusion: Based on the above clauses, it can be clarified:

1. Overseas branches (branches, offices, etc.) of domestic financial institutions may conduct tokenization-related businesses.

2. Overseas branches conducting tokenization businesses must comply with both local laws and Chinese regulatory requirements, fulfilling highly prudent, anti-money laundering, and other legal obligations.

3. Business information and data from overseas branches must be fully included in the compliance risk control system of domestic financial institutions.

(14) Coverage of Regulation on Cross-Border Services of Intermediary Institutions

Document No. 42 adds: "Intermediary institutions and information technology service institutions providing services for domestic entities directly or indirectly conducting real-world asset tokenization businesses in the form of foreign debt abroad, or conducting real-world asset tokenization-related businesses based on domestic rights abroad, shall strictly comply with laws and regulations, establish and improve relevant compliance internal control systems according to relevant normative requirements, strengthen business and risk control, and report or file the relevant business situation with relevant management departments," formally bringing intermediary institutions providing cross-border services into the regulatory scope.

Core Conclusion: Based on the above clauses, it can be clarified:

1. Intermediary institutions such as law firms and technology companies may provide tokenization-related services within the controlled regulatory scope.

2. Intermediary institutions conducting tokenization businesses must have a complete risk control and internal control system, and the business situation must be reported or filed with regulatory departments.

(15) Expanded Scope of Legal Responsibility Subjects

(16) Optimization of Civil Liability Clauses

Announcement No. 924 stipulated: "Any legal person, non-legal person organization, and natural person investing in virtual currencies and related derivatives, which violates public order and good customs, shall have the relevant civil legal acts invalid." The 42nd document revised this to: "Any unit or individual investing in virtual currencies, real-world asset tokens, and related financial products, which violates public order and good customs, shall have the relevant civil legal acts invalid," expanding the investment targets from "virtual currencies and related derivatives" to "virtual currencies, real-world asset tokens, and related financial products," providing more comprehensive regulatory coverage.

Core Conclusion: Various fundraising activities under the name of RWA targeting domestic investors will not be legally protected.

III. Current Status and Future Trends of RWA Business

The concept and projects of RWA first emerged overseas, similar to the early STO concept, but with broader imaginative space, referred to in the industry as "everything can be RWA." Discussions about RWA in China began to heat up gradually from 2024, peaking in June to August 2025, closely related to the entry of major domestic institutions such as Ant Group, JD.com, and Guojun, as well as the upgrade of crypto regulations and stablecoin regulations in regions like the United States and Hong Kong.

Currently, the mainstream RWA projects and underlying assets in the market include:

1. Emerging operational cash flow assets such as new energy and computing power.

2. Traditional operational assets such as commercial leasing.

3. Cultural IP appreciation-type consumer goods projects.

4. Physical assets such as real estate, antiques, artworks, and minerals.

5. Other types of assets.

Mainstream RWA financing solutions for practitioners:

1. In countries and regions with clear regulatory provisions, conducting securities-type token issuance for the above-mentioned types 1 and 2 assets ------ completely legal, but with the highest regulatory requirements and operational costs.

2. Issuing on domestic platforms such as cultural exchanges, digital exchanges, and industrial exchanges for the above-mentioned types 3 assets and NFTs ------ lower regulatory requirements, not explicitly defined as illegal.

3. Issuing tokens for the above-mentioned types 4 and 5 assets lacking cash flow support on centralized and decentralized exchanges abroad ------ seemingly having underlying assets, but in fact, are high-risk behaviors of recruiting people, speculation, fundraising, and market control, not yet precisely defined in legal texts.

Due to significant differences in the characteristics of underlying assets, fundraising targets, operational norms, and the values of project parties, there are numerous edge-case operational methods in the RWA field, and practitioners also exhibit behaviors that deliberately blur regulatory boundaries. Without strict regulation, it is easy to see bad money driving out good, leading to frequent high-risk projects and collective fraud incidents. Currently, the participants in this field are mixed, involving domestic and foreign securities institutions, issuing service providers, overseas exchanges, digital brokers, data service providers, and domestic property trading platforms.

With the issuance of Document No. 42, everything has changed. Through meticulous analysis, it can be found that the regulatory authorities' thoughts and concepts:

1. Legislators have comprehensively considered the laws and regulations of the United States, Europe, Hong Kong, and other regions, referencing them in regulatory links and expressions, achieving moderate alignment with international regulation.

2. The new regulations comprehensively cover stablecoins, RWA, and other emerging fields, while also filling the previous regulatory gray areas regarding mining machine sales and mining law enforcement.

3. In areas where technological maturity is insufficient and the power to set game rules has not been mastered, the regulatory attitude is clear blockage, preventing financial risks.

4. For necessary overseas financing rule alignment, especially for tokenization projects implemented under strict standards in countries and regions with clear regulatory rules, a participation window is still reserved for domestic financial institutions and intermediary service institutions.

Core Regulatory Logic Comparison Table of Announcement No. 94, Announcement No. 924, and Document No. 42

IV. CSRC: What Administrative Licenses Correspond to RWA Projects?

As the regulatory authority for RWA business, the CSRC promptly issued Announcement No. 1 of 2026 "Regulatory Guidelines for the Issuance of Asset-Backed Securities Tokens for Domestic Assets Abroad."

The guidelines clearly state:

1. The issuance of asset-backed securities tokens for domestic assets abroad must strictly comply with laws, administrative regulations, and relevant policy provisions regarding cross-border investment, foreign exchange management, network and data security, and fulfill the approval, filing, or security review procedures required by the aforementioned relevant regulatory departments.

2. If the domestic entity controlling the underlying assets has any of the following circumstances, it shall not conduct related businesses:

   (1) Prohibited by laws, administrative regulations, or national relevant provisions from financing through capital markets;

   (2) Determined by the relevant competent department of the State Council to potentially endanger national security for issuing asset-backed securities tokens abroad;

   (3) The domestic entity or its controlling shareholder or actual controller has committed criminal offenses such as embezzlement, bribery, misappropriation of property, or disruption of the socialist market economy order in the last three years;

   (4) The domestic entity is under legal investigation for suspected crimes or major illegal activities, with no clear conclusion yet;

   (5) There are significant ownership disputes regarding the underlying assets, or the assets are legally non-transferable;

   (6) The underlying assets fall under the negative list of prohibited circumstances for domestic asset securitization business.

3. Before conducting related businesses, RWA project parties need to file reports with the CSRC, providing a complete set of issuance materials abroad, fully explaining domestic filing entity information, underlying asset information, token issuance plans, etc. After the CSRC completes the filing, it will publicly announce the filing information on its website. [Key Point: For projects tokenizing domestic assets or income rights abroad, obtaining this filing from the China Securities Regulatory Commission can be understood as a legal project.]

In addition, for RWA projects that have been issued, the CSRC will also implement ongoing management during their operation, continuously supervising and maintaining information communication with overseas institutions.

Shalu believes that with the issuance of the above documents, the new phenomenon of RWA has finally been clarified and can be considered to have survived, returning to the logic of issuance and regulation of securities-type tokens. Although more detailed rules have not been released, the regulatory gray areas regarding RWA and stablecoins over the past three years have been fully explored, and with legislative guarantees, regulation now has a handle, and practitioners have guidance.

Special Statement: This article is an original work by the Crypto Shalu team, representing only the personal views of the author and does not constitute legal consultation or legal opinions on specific matters. If you need to reprint the article, please contact us privately to discuss authorization matters: shajunlvshi.