Web3 Lawyer Interpretation: 8 Departmental New Regulations Implemented, RWA Regulatory Path Officially Clarified

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The People’s Bank of China and seven other ministries jointly issued regulatory provisions concerning virtual currencies and the tokenization of real-world assets (RWA): the People’s Bank of China, 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 Authority, the China Securities Regulatory Commission, and the State Administration of Foreign Exchange. The document titled “Notice on Further Preventing and Disposing of Risks Related to Virtual Currencies and Other Matters” (Yinfa [2026] No. 42) (hereinafter referred to as “Document No. 42”).

Previously, industry insiders had leaked news about the upcoming new regulations. After the official release, the content was rich and comprehensive. After reading, I believe that almost all of the compliance explorations in the RWA field have been addressed in the documents issued by the eight departments and the CSRC.

Let’s do a quick overview:

1. Nature of Document No. 42

Since 2017 and 2021, regulators have issued 94 and 924 notices respectively. Since then, no comprehensive legal documents have been introduced in this field for a long time. The coordination meetings of the thirteen ministries and the risk alerts from seven associations at the end of 2025 are not formal legal document upgrades. Below is a comparison of the nature of five core related documents:

Key conclusion: Document No. 42 is currently the most precise and comprehensive legal normative document in the virtual currency business field. The 924 notice has been officially repealed upon its implementation.

2. Core differences between Document No. 42 and previous virtual currency regulatory documents

(1) Comprehensive expansion of regulatory scope

New core regulatory objects: For the first time, the tokenization of real-world assets (RWA) and stablecoins are included in the regulatory scope. The regulatory dimension has expanded from simple virtual currency trading speculation to a full-chain regulation of “virtual currencies + RWA + stablecoins.”

Refined stablecoin regulation: It clarifies that “stablecoins pegged to fiat currency, in circulation and use, have de facto fulfilled some functions of legal tender,” and prohibits “any units or individuals, domestic or foreign, from issuing stablecoins pegged to RMB outside the country without approval from relevant authorities.”

Clear definition of RWA: It is defined as “activities involving the use of cryptographic technology and distributed ledger or similar technology to convert asset ownership, income rights, etc., into tokens (coins) or other rights and bonds with token (coin) characteristics, and to issue and trade them.”

(2) Elevated issuance departments and legal effect

Document No. 42 is jointly issued by the People’s Bank of China, the National Development and Reform Commission, and six other departments, with agreements reached with the Cyberspace Administration, the Supreme Court, and the Supreme Procuratorate. With the approval of the State Council, the level and legal effect of this document are significantly higher than previous ones.

(3) Updated and improved legal basis

New legal bases include the “Law of the People’s Republic of China on Futures and Derivatives,” the “Securities Investment Fund Law of the People’s Republic of China,” and the “Regulations on the Administration of Renminbi,” providing broader legal support. At the same time, some provisions from the 924 notice, such as the “Regulations on Futures Trading” and the “Decision of the State Council on Cleaning Up and Rectifying Various Trading Venues to Effectively Prevent Financial Risks,” have been removed for more precise legal application.

(4) Precise upgrade of virtual currency characterization

(5) New definitions of RWA and stablecoins

Document No. 42 adds specific clauses defining RWA: “Activities involving the tokenization of real-world assets within the country, including providing intermediary and information technology services related to such activities, are suspected of illegal issuance of tokenized securities, unauthorized public issuance of securities, illegal operation of securities and futures businesses, illegal fundraising, etc., and should be prohibited; except for activities conducted with the approval of the competent authorities according to law and regulations, relying on specific financial infrastructure.”

It also explicitly bans offshore RWA services: “Overseas entities and individuals shall not provide services related to the tokenization of real-world assets to domestic entities in any form illegally.”

Key conclusion: Based on the above clauses, it is clear that:

1. RWA projects within the country and service providers within the country — illegal

2. RWA projects within the country and service providers overseas — illegal

3. Similar NFT projects suspected of illegal issuance of tokenized securities — illegal

4. RWA projects overseas suspected of illegal fundraising within the country — illegal

(6) Fine-tuned division of regulatory responsibilities, from multi-department coordination to dual-track regulation

The 924 notice only established a multi-department coordination mechanism: “The People’s Bank of China, together with the Cyberspace Administration, the Supreme Court, the Supreme Procuratorate, the Ministry of Industry and Information Technology, the Ministry of Public Security, the State Administration for Market Regulation, the China Banking and Insurance Regulatory Commission, the CSRC, and the State Foreign Exchange Administration, shall establish a working coordination mechanism.”

Document No. 42 innovates by implementing a dual-lead 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 Authority, the CSRC, and the State Foreign Exchange Administration shall improve the working mechanism.”

2. RWA regulation: “The CSRC, 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 Authority, and the State Foreign Exchange Administration shall improve the working mechanism.”

Key conclusions:

1. The previous issues of ineffective multi-department coordination are addressed by clear legal bases and responsibility mechanisms, leaving no room for shirking or negligence.

2. Market participants exploring related businesses can clearly understand the government’s authority list and responsibilities, reducing misjudgments.

(7) Responsibility of local authorities reinforced

Building on the 924 notice, Document No. 42 adds: “Led by local financial regulatory authorities, with participation from the State Council’s financial regulatory branches, telecommunications authorities, public security, market regulation, and other departments, in coordination with cyberspace authorities, courts, and procuratorates,” clarifying the leading departments and cooperation mechanisms at the local level, further solidifying local regulatory responsibilities.

(8) Strengthening management of financial institutions

(9) Expansion of intermediary and technical service provider regulation

The 924 notice’s scope was limited to virtual currency-related services. Document No. 42 adds: “Intermediary institutions and information technology service providers shall not provide intermediary or technical services for unapproved activities related to the tokenization of real-world assets and related financial products,” formally extending regulation to RWA-related intermediaries and tech service providers.

(10) Tightening registration management of market entities

(11) Increased policies for mining rectification

The 924 notice only mentioned “tracking the full chain of virtual currency ‘mining,’ trading, and exchange, with full-time information backup.” Document No. 42 separately details: “Strictly prohibit ‘mining machine’ manufacturers from providing ‘mining machine’ sales and related services within the country,” cutting off the mining industry chain at the source. Compared to the monitoring requirements of the 924 notice, the new regulation is stricter, more enforceable, and clearly defines the handling mechanisms after clues are received.

(12) Innovation in offshore issuance regulation

In response to new developments in overseas crypto markets, Document No. 42 introduces dual bans on cross-border activities:

1. Without approval from relevant authorities, domestic entities and their controlled overseas entities shall not issue virtual currencies abroad.

2. Regarding RWA: “Domestic entities directly or indirectly engaging in offshore activities such as foreign debt tokenization or asset securitization based on domestic assets, or conducting similar activities with equity or income rights abroad, shall be subject to strict regulation according to the ‘same business, same risk, same rules’ principle, by the National Development and Reform Commission, the CSRC, the State Foreign Exchange Administration, and other relevant departments according to their responsibilities.”

Key conclusion:

1. Non-RWA offshore coin issuance without underlying assets — illegal

2. Securities-like tokenization activities similar to foreign debt, equity, ABS — legal under strict regulation

3. Legal RWA regulation principles — refer to securities business “same business, same risk, same rules”

(13) Strengthening supervision of overseas activities of domestic financial institutions, with responsibilities clarified

Document No. 42 adds: “Domestic financial institutions’ overseas subsidiaries and branches providing services related to the tokenization of real-world assets shall operate prudently and legally, equipped with professional personnel and systems, effectively prevent operational risks, strictly implement customer access, suitability management, anti-money laundering, and other requirements, and incorporate these into the compliance and risk control systems of domestic financial institutions,” enabling transparent cross-border supervision.

Key conclusion:

1. Overseas branches of domestic financial institutions (branches, offices, etc.) can carry out tokenization-related activities.

2. Overseas branches conducting tokenization must comply with local laws and Chinese regulations, fulfilling high standards of prudence and AML obligations.

3. Business information and data of overseas branches must be fully incorporated into the compliance and risk control systems of domestic financial institutions.

(14) Cross-border service regulation for intermediary agencies

The 42nd document adds: “Intermediary institutions and information technology service providers that directly or indirectly provide services related to offshore issuance of tokenized real-world assets or support such activities based on domestic rights shall strictly comply with laws and regulations, establish sound compliance internal control systems, strengthen business and risk management, and report or file relevant activities with the relevant authorities,” formally bringing cross-border intermediary services under regulation.

Key conclusion:

1. Law firms, tech companies, and other intermediaries can provide tokenization-related services within the scope of regulation.

2. Intermediaries engaging in tokenization must have comprehensive risk and internal control systems, and report or file their activities with regulators.

(15) Expansion of legal liability scope

(16) Optimization of civil liability clauses

The 924 notice states: “Any legal person, unincorporated organization, or natural person investing in virtual currencies and related derivatives, if violating public order and good customs, shall have their civil legal acts invalid.” The 42nd document amends this to: “Any entity or individual investing in virtual currencies, real-world asset tokens, and related financial products, if violating public order and good customs, shall have their civil legal acts invalid,” expanding the scope from “virtual currencies and derivatives” to “virtual currencies, real-world asset tokens, and related financial products,” making regulation more comprehensive.

Key conclusion: All fundraising activities under the guise of RWA targeting domestic investors are not protected by law.

3. Current status and future trends of RWA business

The concept and projects of RWA first emerged overseas, similar to early STO concepts but with broader imagination space, often called “everything can be RWA.” Discussions on RWA in China have gradually heated up since 2024, peaking between June and August 2025. This trend is closely related to major domestic institutions like Ant, JD.com, and Guotai Junan entering the field, as well as increased crypto regulation in the US, Hong Kong, and other regions, issuance of stablecoin regulations, and ongoing licensing of crypto activities.

Currently, mainstream RWA projects and underlying assets include:

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

2. Traditional operational assets like commercial leasing.

3. Cultural IP value-added consumer products.

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

5. Other asset types.

Mainstream RWA financing solutions among practitioners:

1. In countries and regions with clear regulatory rules, issuing securities tokens for categories 1 and 2 — fully legal, but with the highest regulatory requirements and operational costs.

2. On domestic platforms like the Cultural Exchange, Digital Exchange, and Industry Exchange, issuing for category 3 and NFTs — lower regulatory requirements, not explicitly illegal.

3. On overseas centralized and decentralized exchanges, issuing tokens lacking cash flow support for categories 4 and 5 — seemingly backed by underlying assets but actually high-risk behaviors like headhunting, speculation, fundraising, and market manipulation, not yet precisely defined in law.

Due to significant differences in underlying asset characteristics, fundraising targets, operational norms, and project team values, the RWA field features many borderline operations. Some practitioners deliberately blur regulatory boundaries. Without strict regulation, there is a high risk of bad money driving out good, frequent scams, and high-risk projects. Currently, participants include domestic and foreign securities institutions, issuance service providers, overseas exchanges, digital middlemen, data service providers, and domestic property rights exchanges.

With the issuance of Document No. 42, everything has changed. Through careful analysis, the regulatory approach and philosophy become clear:

1. Legislators have considered laws and regulations from the US, Europe, Hong Kong, etc., referencing them in regulation and expression, achieving moderate alignment with international standards.

2. The new regulation comprehensively covers emerging fields like stablecoins and RWA, filling regulatory gaps such as mining machine sales and mining law enforcement.

3. In areas with immature technology and unformed rules, the regulatory stance is to clearly block, preventing financial risks.

4. For necessary overseas financing, especially in countries and regions with clear regulatory rules, tokenization projects implemented under strict standards still provide opportunities for domestic financial and intermediary institutions.

Comparison table of core regulatory logic of the 94, 924 notices, and Document No. 42

4. Which administrative licenses does the CSRC require for RWA projects?

As the regulator overseeing RWA activities, the CSRC promptly issued Announcement No. 1 of 2026, “Regulatory Guidelines on the Overseas Issuance of Asset-Backed Securities Tokens for Domestic Assets.”

This guideline explicitly states:

1. Domestic assets issued as asset-backed securities tokens abroad must strictly comply with laws, administrative regulations, and policies related to cross-border investment, foreign exchange management, network, and data security, and follow procedures such as approval, filing, or security review required by relevant regulatory departments.

2. The following circumstances involving the underlying assets and the actual controlling domestic entities are prohibited:

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

(2) After review by the relevant authorities of the State Council, the overseas issuance of asset-backed securities tokens may endanger national security;

(3) The domestic entity or its controlling shareholders or actual controllers have committed criminal offenses such as corruption, bribery, embezzlement, misappropriation, or damaging the socialist market economy order within the last three years;

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

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

(6) The underlying assets are subject to prohibitions under the negative list of domestic asset securitization.

3. Before engaging in related activities, project parties must file with the CSRC, submitting complete documentation including overseas issuance materials, information about the domestic filing entity, underlying assets, and token issuance plans. After filing, the CSRC will publish the information on its website. 【Key point: Projects that tokenize domestic assets or income rights abroad and obtain CSRC filing approval are considered legal.】

Additionally, for completed RWA projects, the CSRC will continue to supervise during operation, maintaining information exchange with overseas institutions.

In my view, with the release of these documents, the RWA concept, which was once ambiguous, is now clarified and revived, returning to the logic of securities token issuance and regulation. Although more detailed rules are yet to be issued, the gray areas in RWA and stablecoin regulation over the past three years have been fully explored. With legislative backing, regulators now have tools, and practitioners have clear guidance.

Special note: This article is an original work by the Crypto沙律 team, representing only the personal opinions of the author and not constituting legal advice or opinions on specific matters.