美国 SEC 最新声明，股票代币化的游戏规则定好了？

Core Viewpoint - The SEC's recent statement on tokenized securities establishes a clear regulatory framework, emphasizing that the economic substance of securities takes precedence over their technological format, thereby addressing concerns about regulatory arbitrage in the market [2][12][22]. Timing - The timing of the SEC's statement coincided with a closed-door meeting involving major financial players, who expressed concerns about granting special exemptions for tokenized securities, fearing it could undermine investor protection and lead to market fragmentation [3][4]. Core Framework - The SEC categorizes tokenized securities into two main types: issuer-sponsored and third-party sponsored. Issuer-sponsored tokenized securities involve direct issuance by the company, while third-party sponsored securities can be further divided into custodial and synthetic tokenized securities [5][6][7]. Economic Substance Over Form - The SEC emphasizes that the economic reality of a product is what matters for regulatory purposes, regardless of its technological implementation. This principle aims to prevent attempts to circumvent securities laws through innovative structuring [12][13][22]. Regulatory Philosophy - The SEC's statement reflects a developing regulatory philosophy under Chairman Paul Atkins, aiming to create a clear framework for crypto assets, distinguishing between various types of tokens and their regulatory implications [14][15]. Impact on Industry Participants - For issuers, the path to tokenization is now clearer, requiring compliance with existing securities regulations without special exemptions. For DTC/DTCC participants, approved pilot projects can proceed with recognized legal standing for tokenized securities [18][19]. - Third-party platforms must carefully assess whether their products are custodial or synthetic, as this will determine their compliance with securities regulations [19]. - Retail investors are being protected from potentially misleading products that do not follow proper issuance processes, emphasizing the need for clarity on what they are purchasing [20]. Conclusion - The SEC's statement reinforces a technology-neutral approach while prioritizing economic substance, indicating that attempts to evade regulatory scrutiny through technological means will face increasing challenges. However, compliant pathways for tokenization are becoming clearer, potentially lowering barriers for institutional participation [22].