2026年2月6日，中国证监会发布《监管指引》，正式确立"境内严禁、境外严管"的双线监管原则，以备案制取代灰色地带的野蛮生长，为境内资产境外 RWA发行划定了合规边界。本文系统梳理这一里程碑式监管框架的出台背景、核心条款与实践影响，解析在全球RWA市场爆发式增长背景下，中国企业 如何在新规下合法拥抱代币化融资机遇。 摘要 2026年2月6日，中国证监会发布《关于境内资产境外发行资产支持证券代币的监管指引》（证监会公告〔2026〕1号）（以下简称《监管指引》）。同 日，中国人民银行、国家发展改革委、工业和信息化部、公安部、市场监管总局、金融监管总局、中国证监会、国家外汇局八部门联合发布《关于进一步 防范和处置虚拟货币等相关风险的通知》（银发〔2026〕42号，以下简称《通知》）。《监管指引》配合《通知》，对以境内资产为基础、在境外发行资 产支持证券代币的行为进行事前备案监管。 本文将从法律实务角度，对《监管指引》的发布背景、RWA代币化的历史沿革、全球监管、技术架构、实践案例等角度进行分析，对《监管指引》的内 容逐条解读，为相关企业及从业者提供系统性参考。 一、发布背景 近年来，现实世界资产（Real Word ...

Core Viewpoint - The release of Document No. 42 marks a significant regulatory shift in China's approach to digital assets, particularly focusing on the systematic regulation of Real World Asset (RWA) tokenization, coinciding with the launch of interest-bearing digital RMB 2.0 [1][2][3] Regulatory Framework - Document No. 42 clearly defines RWA tokenization as the conversion of asset ownership and income rights into tokens using cryptographic and distributed ledger technologies, expanding regulatory oversight from virtual currency speculation to the entire asset tokenization chain [2][3] - The document prohibits illegal financial activities related to RWA tokenization unless approved by relevant authorities, emphasizing the need for compliance with specific financial infrastructure [3][4] Comparison of Regulatory Approaches - In contrast to mainland China's "principle of prohibition," Hong Kong is accelerating RWA tokenization, with the government encouraging the tokenization of public assets and establishing a regulatory framework for stablecoins [4][5] - The regulatory strategies in mainland China and Hong Kong represent a "dual-track experiment," where mainland focuses on maintaining financial safety while Hong Kong aims to connect with global capital markets through compliance [4][5][6] Market Dynamics and Opportunities - The market is reassessing the viability of RWA tokenization from three dimensions: asset category selection, geographical strategy, and deeper monetary competition logic [7][8] - Standardized financial assets like money market funds and bonds are becoming the mainstream in global tokenization, while non-standard assets face liquidity challenges [7][8] - The regulatory environment is creating a competitive landscape where licensed institutions dominate, leading to a "survivor game" among players who can navigate both mainland and Hong Kong regulations [13][26] Compliance and Risk Management - The regulatory framework emphasizes the importance of compliance with asset ownership, information disclosure, and cross-border accountability, with specific guidelines for the issuance of RWA [19][26] - Key risks include the potential for illegal service provision to mainland entities from abroad, highlighting the need for strict adherence to regulatory requirements [25][26] Conclusion - Document No. 42 establishes clear regulatory boundaries, indicating that while technology can be utilized, it cannot be leveraged for activities resembling currency, securities, or cross-border channels without proper oversight [9][23]

Core Viewpoint - The regulatory landscape for Real World Asset (RWA) tokenization in China is undergoing significant changes, with the introduction of the "42 Document" marking a shift from merely preventing virtual currency speculation to a comprehensive regulatory framework for asset tokenization [3][4]. Regulatory Framework - The "42 Document" clearly defines RWA tokenization as the process of converting ownership and income rights of assets into tokens using cryptographic and distributed ledger technologies, thus bringing it under systematic regulatory oversight [3][4]. - Activities related to RWA tokenization within China are largely prohibited unless they are approved by relevant authorities, while foreign entities are also restricted from providing such services to domestic subjects [4][5]. Comparison with Hong Kong - In contrast to mainland China's restrictive approach, Hong Kong is actively promoting RWA tokenization, with government policies encouraging the tokenization of various assets, including government bonds and carbon credits [5][6]. - The regulatory environment in Hong Kong is designed to facilitate compliance and innovation, creating a dual-track system where mainland China focuses on maintaining financial security while Hong Kong serves as a testing ground for new financial products [5][6]. Market Dynamics - The global trend towards the tokenization of standardized financial assets, such as money market funds and bonds, is gaining traction, with significant examples like BlackRock's BUIDL fund and Franklin Templeton's BENJI fund leading the way [8][9]. - The regulatory framework in China, while restrictive, leaves room for the tokenization of standardized assets, which are seen as more compliant and less risky compared to non-standard assets like real estate [8]. Strategic Considerations - The regulatory environment is prompting a strategic differentiation between mainland China and Hong Kong, with the former focusing on strict compliance and the latter on creating a conducive ecosystem for innovation [9][10]. - The competition among currencies, particularly the rise of USDT and other stablecoins, highlights the need for the digital RMB to adapt and remain relevant in the evolving financial landscape [10][11]. Compliance and Risk Management - The "42 Document" emphasizes the importance of compliance, particularly regarding the issuance of tokens that could be perceived as currency or securities, and outlines the responsibilities of entities involved in RWA tokenization [11][12]. - Key risks include the potential for illegal cross-border activities and the necessity for clear asset ownership and disclosure practices to avoid regulatory pitfalls [12][13].

陈茂波：香港正坚定稳步迈向碳中和目标 来源：中国新闻网 编辑：付健青 广告等商务合作，请点击这里 本文为转载内容，授权事宜请联系原著作权人 中新经纬版权所有，未经书面授权，任何单位及个人不得转载、摘编或以其它方式使用。 关注中新经纬微信公众号(微信搜索"中新经纬"或"jwview")，看更多精彩财经资讯。 中新社香港1月23日电 香港特区政府财政司司长陈茂波于当地时间1月22日在瑞士达沃斯参加世界经济 论坛年会时表示，国家和香港正坚定并稳步迈向碳中和目标。 陈茂波当天上午出席以"如何为减碳项目融资"为主题的专题会议，并担任发言嘉宾。他分享香港2050年 实现碳中和的目标以及实践策略，包括为电动车提供税务减免、为绿色建筑提供诱因、为可持续氢能交 通工具等试验提供财政支持等。 此外，陈茂波介绍，香港作为国际金融中心，通过丰富的绿色金融产品生态，例如绿色债券、环境、社 会和管治(ESG)基金等，积极引导私人资本参与减碳进程。香港特区政府鼓励金融创新，例如发行代币 化绿色债券，让更多投资者可以参与绿色项目；把基建项目贷款证券化，以释出资金再投资到新的项 目。 陈茂波指出，公众的支持和信任是实现绿色转型的关键，特区政府 ...

Core Viewpoint - Hong Kong is steadily progressing towards its carbon neutrality goal by 2050, with strategies including government policies to incentivize behavioral changes among businesses and consumers [1] Group 1: Carbon Neutrality Goals - The Hong Kong government aims to achieve carbon neutrality by 2050, supported by various strategies [1] - Incentives for electric vehicles and green buildings are part of the government's approach to encourage sustainable practices [1] Group 2: Financial Support and Innovation - Financial support is being provided for trials of sustainable hydrogen transportation and other innovative solutions [1] - Hong Kong is leveraging its status as an international financial center to promote green finance products, such as green bonds and ESG funds, to attract private capital for carbon reduction efforts [1] Group 3: Public Trust and Standards - Public support and trust are deemed crucial for the success of the green transition, with the government establishing standards aligned with international practices [1] - The government is implementing sustainable classification and disclosure standards to ensure that funds are effectively utilized for green projects [1] Group 4: Market Opportunities for High Emission Companies - High-emission companies, including mining firms, can benefit from listing in Hong Kong, gaining market funding while improving governance and transparency [1]

Core Insights - Hong Kong is positioning itself as a global hub for digital finance, artificial intelligence, and blockchain integration, emphasizing its dual role as a "super connector" and "super value creator" in response to changing global economic dynamics [4][5] Group 1: Digital Finance and Technology Integration - Hong Kong is actively developing digital assets under the principle of "same activity, same risk, same regulation," having issued licenses to 11 virtual asset trading platforms and planning to issue stablecoin licenses later this year [5] - The government has issued three batches of tokenized green bonds totaling approximately $2.1 billion and is promoting asset tokenization practices [5] - Hong Kong is leveraging its advantages in the Guangdong-Hong Kong-Macao Greater Bay Area to explore innovations in digital finance and technology [5] Group 2: International Trade and Economic Positioning - Hong Kong is accelerating the establishment of an international gold trading center and plans to sign a memorandum of cooperation with the Shanghai Gold Exchange to enhance its central clearing system [6] - The government is set to unveil a roadmap for CargoX, focusing on optimizing trade financing through digitalization, aiming to strengthen Hong Kong's position as an international trade center [6] Group 3: Support for Free Trade and Multilateralism - Hong Kong's Financial Secretary emphasized the region's commitment to free trade and multilateralism during meetings with officials from various countries, highlighting its role in facilitating investment and financing platforms [7] - The region aims to act as a bridge linking mainland China with global markets, supporting necessary reforms in the World Trade Organization to adapt to new international trade challenges [7] Group 4: Artificial Intelligence and Economic Transformation - The World Economic Forum highlighted the transformative impact of artificial intelligence on industries, with Hong Kong's Financial Secretary stressing the need for economies to embrace these changes for growth and transformation [8][9] - The focus is shifting from the performance of AI models to their profitability and application scenarios, with Hong Kong's financial sector exploring innovations in digital assets driven by AI [9] Group 5: Brand Promotion and Regional Collaboration - Companies are adapting their brand promotion strategies to connect with audiences in the new market environment, utilizing direct communication methods such as video presentations [10] - Hong Kong's development of innovative technology is not isolated but is part of a collaborative effort with other cities in the Greater Bay Area, enhancing the region's technological development [10]

Core Insights - Hong Kong is positioning itself as a global financial, trade, and innovation hub by leveraging digital finance, AI, and blockchain technologies, as well as restructuring the international gold trading system [1][3]. Group 1: Digital Finance and Technology Integration - The integration of finance and technology is seen as a key driver for economic transformation, with AI and blockchain leading to significant industry changes [3]. - Hong Kong has adopted a principle of "same activity, same risk, same regulation" to promote responsible and sustainable development in the digital asset market, having issued licenses to 11 virtual asset trading platforms and planning to issue stablecoin licenses later this year [3]. - The government has issued three batches of tokenized green bonds totaling approximately $2.1 billion and established a regulatory sandbox to encourage innovation in asset tokenization [3]. Group 2: International Trade and Gold Trading - In response to rising demand for diversified asset allocation and gold trading platforms in Asia, Hong Kong is accelerating its development as an international gold trading center, with plans to enhance its central clearing system for gold [4]. - The upcoming signing of a memorandum of cooperation with the Shanghai Gold Exchange aims to prepare for future connectivity with the mainland market [4]. Group 3: Trade Ecosystem Upgrade - To address the reshaping of global supply chains, Hong Kong is set to announce a new roadmap for CargoX, focusing on "data, infrastructure, and connectivity" as three strategic pillars to optimize the digital trade financing ecosystem [5]. Group 4: International Cooperation and Market Positioning - During the World Economic Forum, Hong Kong's Financial Secretary engaged in discussions with officials from multiple countries and international organizations, emphasizing Hong Kong's role as a bridge linking mainland China and global markets [7]. - The commitment to free trade and multilateralism was reiterated, with support for necessary reforms in the World Trade Organization to adapt to new international trade challenges [7]. Group 5: AI and Market Dynamics - The transformative impact of AI on various sectors, including technology, media, and telecommunications, was highlighted, with a shift in focus from AI model performance to profitability and application scenarios [9][10]. - The financial sector in Hong Kong is exploring innovations in digital services to enhance transparency, efficiency, inclusivity, and risk management, thereby improving capital allocation to the real economy [10]. Group 6: Regional Collaboration - Hong Kong's development in innovative technology is not isolated but is part of a collaborative effort with the other 10 cities in the Guangdong-Hong Kong-Macao Greater Bay Area, leveraging collective strengths for regional technological advancement [11].

据香港特区政府新闻处消息，香港特区政府财政司司长陈茂波20日在瑞士达沃斯参加世界经济论坛2026 年年会时表示，香港作为国际金融中心，采取积极且稳慎的态度发展数字资产，以"相同活动、相同风 险、相同监管"的原则促进市场负责任及可持续发展。 （文章来源：新华网） 陈茂波说，金融与科技能相互促进，金融也是支持和赋能科技发展的关键力量。数字资产作为一项金融 创新，不仅提升金融服务的透明度、效率、包容性和风险管理，也能更有效将资本引导至实体经济领 域。 陈茂波在参加论坛年会期间，与世界贸易组织总干事伊维拉会面。陈茂波表示，中国香港坚定支持自由 贸易和多边主义，并支持世贸组织因应当前面对的挑战而进行改革，以更大的灵活性应对国际贸易中出 现的新问题。他还与多国官员、国际组织和商界领袖会面交流，介绍中国香港的最新情况和独特优势。 陈茂波表示，自2023年起，香港已向11家虚拟资产交易平台发牌，并将于今年发出稳定币牌照。此外， 特区政府也以身作则推动代币化发展，发行了三批代币化绿色债券，总额约21亿美元。 ...

Group 1 - The Hong Kong government, represented by Financial Secretary Paul Chan, is adopting a proactive and prudent approach to the development of digital assets, emphasizing the importance of transparency, efficiency, inclusivity, and risk management in financial services [3][4] - Since 2023, Hong Kong has issued licenses to 11 virtual asset trading platforms and plans to issue stablecoin licenses this year, demonstrating its commitment to responsible and sustainable market development [3] - The Hong Kong government has issued three batches of tokenized green bonds totaling approximately $2.1 billion and has launched a regulatory sandbox to encourage innovative applications in the digital asset space [3] Group 2 - Paul Chan engaged in discussions with various international officials at the World Economic Forum, focusing on international economic and trade issues, and emphasized the need for cooperation in trade, finance, industrial development, and digital transformation [3] - Chan met with WTO Director-General Ngozi Okonjo-Iweala to discuss the current international trade landscape, reaffirming Hong Kong's support for free trade and multilateralism, and advocating for reforms within the WTO to address emerging challenges in global trade [4]

Core Viewpoint - Hong Kong is actively and prudently developing digital assets as an international financial center, promoting responsible and sustainable market development under the principle of "same activity, same risk, same regulation" [1] Group 1: Regulatory Developments - Since 2023, Hong Kong has issued licenses to 11 virtual asset trading platforms and plans to issue stablecoin licenses later this year [1] - The Hong Kong government is leading by example in promoting tokenization, having issued three batches of tokenized green bonds totaling approximately $2.1 billion [1] Group 2: Financial and Technological Synergy - The integration of finance and technology is emphasized, with digital assets enhancing transparency, efficiency, inclusivity, and risk management in financial services [1] - Financial systems are identified as key enablers of technological development, effectively directing capital into the real economy [1]