Bifu Research | 2026

Abstract

On February 6, 2026, the China Securities Regulatory Commission (CSRC) released the "Guidelines on the Regulation of Overseas Issuance of Asset-Backed Securities Tokens Using Domestic Assets" (hereinafter referred to as the "Guidelines"). This establishes the first clear regulatory framework for Chinese domestic assets to enter the international capital market through tokenization.

Bifu Research believes that while the "Guidelines" use the legal term "Asset-Backed Securities Tokens," in substance, they construct the top-level design for China's version of RWA (Real World Asset Tokenization). Through a model of "Domestic Assets, Overseas Issuance, and Look-Through Supervision," this policy opens a compliant digital financing channel for various real assets supported by cash flows. This article provides an in-depth analysis from three dimensions: regulatory logic, asset access, and compliance architecture, incorporating the supporting "Provisions on the Administration of Asset Securitization Business" and "Guidelines on the Negative List for Asset Securitization Underlying Assets."

I. Policy Nature: RWA Definition under Regulatory Scope

According to Article 1 of the "Guidelines," regulators have provided a precise definition for "Overseas Issuance of Asset-Backed Securities Tokens Using Domestic Assets." From an industry perspective, this is a standardized definition of yield-bearing RWA, containing four core elements:

1. Asset Side: Must be supported by cash flows generated by domestic assets or related asset rights. This covers a wide range of RWA underlying assets such as creditor's rights, usufructs, and real estate.
2. Tech Side: Utilizes encryption technology and distributed ledger technology (DLT) or similar technologies.
3. Issuance Side: The issuance location must be overseas.
4. Nature: Classified as tokenized equity certificates.

This definition clearly defines the compliant connotation of RWA: Any token issued based on the cash flow of domestic assets falls under this regulatory framework. This includes not only narrow Asset-Backed Securities (ABS) products but also various tokenization businesses utilizing blockchain technology for cash flow discounted financing. Under the existing regulatory framework, the "Guidelines" further clarify the business boundaries of RWA and establish its positioning to serve the real economy.

II. Access Mechanism: Screening Logic of Double "Negative Lists"

Regulators have adopted a "Negative List" management mode to regulate the RWA asset pool. This means that as long as assets do not fall into the prohibited categories, they are in principle within the permitted scope for compliant exploration.

1.First Filter: Negative List for Underlying Assets (Referencing Securitization Standards)

According to the "Guidelines" and the supporting "Guidelines on the Negative List for Asset Securitization Underlying Assets," the following assets are strictly prohibited as RWA underlying assets:

• Local Government Debt: Assets that do not comply with local government debt management regulations or involve new implicit local government debt.
• Assets of "Dishonest" Entities: If the cash flow provider is listed as a dishonest person subject to enforcement or a seriously dishonest entity, their assets cannot be included.
• Uncertain Cash Flow Assets: Such as mineral resource mining rights, movie ticket proceeds, park admission rights lacking monopoly, etc.
• Idle/Under-Construction Assets: Vacant real estate or construction-in-progress that cannot generate stable cash flows.
• Pure Title Certificates: Mere bills of lading, warehouse receipts, or property certificates (which require disposal to generate cash flow, rather than the asset itself generating cash flow).

2.Second Filter: Specific Prohibitions for Tokenized Issuance

Article 3 of the "Guidelines" adds further restrictions specifically for RWA token issuance entities:

• Endangering National Security: Assets determined upon review to potentially endanger national security.
• Criminal Records: Domestic entities or their actual controllers having committed crimes such as embezzlement, bribery, money laundering, or disrupting the socialist market economic order within the last 3 years.
• Ownership Disputes: Major ownership disputes regarding the underlying assets.

Regulators intend to use this double screening to select high-quality RWA assets with "independent, predictable, and stable cash flows" (such as infrastructure toll rights, commercial property rents, high-credit enterprise accounts receivable, intellectual property licensing fees, etc.) for overseas financing.

III. Compliance Architecture: Filing System and Full-Process Supervision

The "Guidelines" establish a full-process supervision system centered on a "Filing System," covering pre-event, in-event, and post-event stages. This constitutes the infrastructure for RWA compliance.

1.Pre-event Filing

Unlike an approval system, the domestic filing entity (the entity actually controlling the underlying assets) must file with the CSRC before conducting business.

• Core Materials: Filing report, full set of overseas issuance documents, underlying asset information, token issuance plan.
• Key Obligation: Guarantee that materials are true, accurate, complete, and free of false records.

2.Coordinated Supervision

Article 2 of the "Guidelines" emphasizes cross-departmental compliance requirements. RWA projects must pass three "checkpoints" simultaneously:

• Foreign Exchange Management: Fund repatriation and cross-border transfers must comply with SAFE regulations.
• Data Security: Cross-border transfer of domestic data requires security reviews by the CAC and other departments regarding network and data security.
• Industry Supervision: The CSRC may solicit opinions from relevant competent departments of the State Council depending on the situation.

3.Dynamic Monitoring and Cross-border Cooperation

• Major Event Reporting: Completion of issuance, occurrence of major risks (such as payment crises), and other major matters must be reported in a timely manner.
• Cross-border Enforcement: The CSRC will strengthen information sharing with overseas regulators (such as Hong Kong SFC, Singapore MAS, etc.) to prevent cross-border arbitrage and risk contagion.

IV. Market Impact Analysis

1.Clarification of RWA Asset Scope

The policy benefits not only traditional ABS issuers but also all real economy enterprises possessing high-quality cash flows. Whether commercial real estate operators, renewable energy power station holders, or sci-tech enterprises with stable intellectual property income, all can seek more efficient financing in overseas markets through RWA.

2.Hong Kong May Become the Preferred RWA Issuance Location

Considering geographical location, legal system, and the foundation of regulatory cooperation with the mainland, Hong Kong is highly likely to become the preferred "overseas" market for issuing RWA tokens using domestic assets. This forms a strategic complementarity with the Hong Kong government's promotion of the RWA ecosystem, building a new financial pattern of "Front Shop, Back Factory" (Overseas Issuance, Domestic Assets).

3.Institutional Confirmation of Technology Empowering Real Economy

The release of the "Guidelines" further clarifies the Chinese regulators' attitude towards Web3 technology: Technology Neutrality, Business Look-Through. As long as the underlying assets are compliant, the technical means can use distributed ledgers. This marks the entry of blockchain technology application in the asset management field into a new stage of standardization.

V. Conclusion and Outlook

The "Guidelines on the Regulation of Overseas Issuance of Asset-Backed Securities Tokens Using Domestic Assets" is a significant milestone for China's financial market in embracing the wave of digital assets. It represents the official implementation of RWA (Real World Asset Tokenization) within China's institutional environment, marking the industry's entry into a new cycle of compliant development.

For market participants, understanding "compliance of underlying assets" and "stability of cash flows" is the cornerstone of conducting RWA business. In the future, with the landing of the first batch of filed cases, we expect to see more high-quality Chinese supply chain finance, green energy, and real estate projects going global through the RWA format. Bifu Exchange will also continue to track policy dynamics and is committed to identifying compliant asset targets with real value support for investors, helping users seize the development dividends of the RWA era.

References

To ensure accuracy and timeliness, the core content of this report is derived from official regulatory documents. Readers may verify the original texts through the following official channels:

1. CSRC Announcement Page
2. Guidelines on the Regulation of Overseas Issuance of Asset-Backed Securities Tokens Using Domestic Assets
3. Guidelines on the Negative List for Asset Securitization Underlying Assets
4. Provisions on the Administration of Asset Securitization Business of Securities Companies and Subsidiaries of Fund Management Companies (Revised Draft)

Disclaimer

This report is prepared by Bifu Research for information purposes only and does not constitute any investment advice, legal opinion, or endorsement of specific assets. The digital asset market is highly volatile and risky; past performance does not indicate future returns. Users should fully assess risks and consult professional advisors before investing.

The policy interpretation involved in this report is based on the regulatory environment at the time of publication. As local laws and regulations may be updated and adjusted over time, specific compliance requirements should always refer to the latest documents issued by official regulatory bodies. Bifu assumes no legal liability for any decisions made based on this report.