深度研究｜当白酒资产“遇见”RWA：香港证监会警示背后的结构性风险

Core Viewpoint - The integration of traditional assets like high-end liquor into the concept of Real World Assets (RWA) is raising regulatory concerns, particularly regarding the potential for investor protection issues and the complexity of these financial products [1][2][3]. Regulatory Perspective - The Hong Kong Securities and Futures Commission (SFC) has issued warnings about certain "liquor RWA Token" products, categorizing them as suspicious investment products due to their lack of public sale approval and insufficient transparency [3][4]. - The SFC's warning highlights that these products do not fall under regulated securities or collective investment schemes, limiting investor protections and recourse options in case of disputes [6][4]. - The complexity of the product structures is a significant risk factor, as it obscures responsibility and makes it difficult for investors to understand their rights and the associated risks [6][10]. Structural Issues - The tokenization of liquor assets presents three main structural problems: 1. The unverifiable nature of the underlying liquor assets, which are not standardized and depend on subjective assessments for quality and value [9]. 2. The deliberate dispersion of legal and financial responsibilities across multiple entities, complicating accountability in case of disputes [10]. 3. The one-sided distribution of risks and returns, where investors bear most risks while issuers may secure funds upfront, leading to a misalignment of interests [11]. Compliance Boundaries - The SFC's warning does not reject the RWA concept but emphasizes that real-world assets can be digitized only within existing financial and legal frameworks [12][14]. - For liquor assets to be compliant in a blockchain context, they must have clear ownership structures and be subject to independent verification of their existence and condition [14]. - Legal structures must ensure transparency and accountability, anchoring investor rights in regulated legal frameworks to facilitate clear recourse in case of disputes [14][12]. Investor Perspective - The incident involving liquor RWA highlights a broader structural issue where real assets do not inherently equate to low-risk investments, and blockchain integration does not automatically enhance security [16][18]. - Investors should focus on whether products are regulated, if rights are clearly defined, and if information disclosure is sustainable and verifiable, rather than solely on the asset's tangible nature [18][16]. - The SFC's stance signals that RWA will not create a regulatory vacuum, reinforcing that public investment and profit-sharing will always be subject to regulatory scrutiny [18].