China's RWA regulatory framework officially released; analysis and outlook from various parties.

On February 6, 2026, the People's Bank of China, together with eight other departments including 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 State Financial Regulatory Commission, the China Securities Regulatory Commission, and the State Administration of Foreign Exchange, issued the "Notice on Further Preventing and Handling Risks Related to Virtual Currencies" (Yinfa [2026] No. 42). On the same day, the China Securities Regulatory Commission simultaneously issued the "Regulatory Guidelines on the Issuance of Asset-Backed Securities Tokens Overseas by Domestic Assets." This marks another significant upgrade to China's virtual asset regulatory system, following the "94 Announcement" in 2017 and the "924 Notice" in 2021. Several industry analysts pointed out that Document No. 42 is not simply a continuation of the previous high-pressure ban logic, but rather a systematic restructuring of the existing regulatory framework based on the repeal of Notice No. 924. This marks a shift in China's virtual asset governance model from "comprehensive containment" to "categorized regulation and tiered management." For the first time, virtual currencies, stablecoins, and real-world asset tokenization (RWA) are clearly distinguished in the same regulatory document, each corresponding to different regulatory principles and compliance paths: virtual currencies continue to be strictly regulated; regarding stablecoins, the industry generally believes that the document's statement that "stablecoins pegged to the RMB may not be issued overseas without the consent of relevant departments in accordance with laws and regulations" does not adopt a "one-size-fits-all" approach, but rather retains limited policy flexibility under extremely strict conditions; while RWA, under the premise of strictly adhering to the red lines of financial regulation, has been incorporated into a prudent compliance framework. Replacement of Old Regulations and Regulatory Restructuring: From "Trading and Speculation" to "Virtual Asset Risk System" The most significant institutional action of Document No. 42 is not simply adding new clauses, but rather a formal replacement of existing regulatory texts. According to Liu Yang (Zhongben Law Firm), the document explicitly states at the end that "this notice shall take effect from the date of issuance," and simultaneously repeals Document No. 237 of 2021. This method of replacing old regulations with new ones is unprecedented in the history of virtual asset regulation. Previous related documents often emphasized policy continuity and continued effectiveness, while this time, by formally repealing the old regulations, a structural update to the regulatory framework is achieved. Liu Yang also noted a key change: the document title expanded from "Preventing Risks of Speculation in Virtual Currency Trading" to "Preventing Risks Related to Virtual Currencies." This change signifies that the regulatory perspective is no longer limited to the transaction process but extends to the entire chain, including virtual currencies, stablecoins, RWA, capital flows, information dissemination, technical services, and cross-border pathways. The regulatory target has expanded from "transactional behavior" to the "related risk system," systematically extending the boundaries of governance. According to Spinach Spinach Talks RWA analysis, the core of this change is not "stricter," but rather "clearer and more refined." The regulatory logic has shifted from a previous "comprehensive containment-style governance" to categorized regulation and tiered management. Red lines still exist, but gray areas are institutionalized, and risk boundaries are beginning to be concretely expressed. What deserves even more attention is the way the coordination mechanism is presented. Liu Yang pointed out that although this document was jointly issued by eight departments, the text clearly states that it was "agreed upon after reaching an agreement with the Cyberspace Administration of China, the Supreme People's Court, and the Supreme People's Procuratorate, and with the consent of the State Council." This statement has not appeared in previous virtual currency regulatory documents. Liu Yang believes that this may mean that the relevant content has reached a consensus in principle, but the specific wording has not yet been fully clarified. Although the Supreme People's Court and the Supreme People's Procuratorate are not listed as the issuing units, they are included in the framework through the method of "reaching an agreement," and the future implementation level may pay more attention to cross-departmental coordination and unified interpretation. In other words, Document No. 42 is not only a regulatory document, but also a structural upgrade of a cross-departmental risk governance system. The logic behind the three asset classes: continued high pressure on virtual currencies, stablecoins anchored to sovereignty, and RWA entering a licensing track. (I) Virtual Currencies: Unchanged stance, but more refined boundaries. Regarding virtual currencies, Document No. 42 continues the existing position: they are not legal tender, cannot circulate in the market, and all related exchanges, trading intermediaries, token issuance financing, and derivative product transactions are strictly prohibited. According to Web3's Will, compared to the past, the document further strengthens geographical boundaries—not only are businesses prohibited within the country, but overseas entities and individuals are also prohibited from providing services to domestic entities. This places "domestic prohibition" and "overseas entities are prohibited from targeting the domestic market" within the same regulatory logic chain. Lawyer Liu Honglin points out from an implementation perspective that this document is not a simple reiteration, but a precise blockade of real-world business scenarios. Financial institutions are prohibited from providing account opening, fund transfer, and clearing and settlement services; from issuing or selling virtual currency-related financial products; from including virtual currencies in the scope of collateral; and from conducting related insurance business. This means that regulation is no longer just targeting trading platforms, but rather bringing the entire funding and service chain under control. He bluntly states that the regulatory authorities are far more familiar with the industry's "ways of doing things" than the market imagines, and many previously gray areas have been directly written into the clauses to block them. (II) Stablecoins: Short in length, but with extremely strong risk anchors. The stablecoin clause contains only one core statement, yet it has become a focal point of discussion within the industry. The document explicitly states: "Stablecoins pegged to fiat currencies effectively fulfill some of the functions of fiat currencies in circulation. Without the consent of relevant departments in accordance with laws and regulations, no domestic or foreign entity or individual may issue stablecoins pegged to the RMB overseas." According to Web3 lawyer Will, this reflects a "dynamic assessment" approach rather than a simple rejection. The regulator did not use the word "absolute prohibition," but rather set a framework of "no permission without consent" (theoretically leaving a very small loophole). Jin Jianzhi bluntly stated, "Stablecoins for the RMB cannot be issued. The offshore RMB stablecoins that everyone tried before are definitely doomed. This decision doesn't deviate from our previous understanding. As a highly controlled currency, the attempt to create an uncontrolled stablecoin is seen by the higher authorities as facing far more uncertainty than benefits." Liu Yang's focus is more practical. He worries that the characterization of "disguisedly fulfilling some functions of legal tender" could become the basis for classifying stablecoin exchanges as "disguised foreign exchange trading" in judicial practice. Once linked to illegal business operations, the criminal risks of the OTC industry chain will significantly increase. Liu Honglin emphasized that the core of stablecoin regulation is not technology, but capital account management and foreign exchange order. The regulatory focus has shifted from early ICO fundraising to cross-border capital flows and capital outflows. On-chain fund tracking and cross-verification of off-chain bank data are becoming part of the regulatory toolbox. The stablecoin issue, in essence, involves the bottom line of monetary sovereignty and capital controls. (III) RWA Regulatory Framework: Defined, Differentiated, and Included in the Licensing Track The real structural change occurred in RWA. Document No. 42, for the first time in a ministerial-level document, officially defines the tokenization of real-world assets, and simultaneously clarifies that related activities are generally prohibited within China, except with the consent of the competent business authority in accordance with laws and regulations and relying on specific financial infrastructure. According to Spinach Spinach's analysis of RWA, this is not a deregulation, but rather the inclusion of RWA within the regulatory framework. RWA is officially recognized as existing, but it must operate under a licensed model within China. Liu Honglin makes a key judgment. He divides current RWA practices into three categories: the first is the tokenization of overseas financial assets; the second is issuance under the Hong Kong compliance framework; and the third is tokenized fundraising targeting mainland assets, mainland funds, and mainland audiences. The regulation truly aims to prevent the third category. He bluntly stated that the "finally, we can issue tokens" sentiment circulating on social media was premature. The document begins by defining RWA's nature, indicating that it has been included in the key areas of financial risk. Domestic entities are prohibited from directly engaging in this activity, and overseas entities are prohibited from providing services to the domestic market, resulting in extremely narrow compliance channels. Regarding overseas expansion, Document No. 42 and the CSRC's "Guidelines" further clarify the classification, supervision, and filing mechanisms for the tokenization of domestic assets overseas. Article 14 of the document stipulates that domestic entities conducting RWA business overseas based on domestic equity should be subject to strict supervision in accordance with the principle of "same business, same risk, same rules": foreign debt forms are the responsibility of the National Development and Reform Commission (NDRC), the State Administration of Foreign Exchange (SAFE), etc.; asset-backed securities or equity-based forms are mainly the responsibility of the China Securities Regulatory Commission (CSRC); other forms are supervised by the CSRC in conjunction with relevant departments. No unit or individual may conduct such activities without approval or registration. The "Guidelines" provide specific operational pathways for asset-backed securities tokens: the domestic entity that actually controls the underlying assets must register with the CSRC, submitting a registration report and a complete set of overseas issuance documents, fully explaining the entity, assets, issuance plan, etc. If the materials are complete and compliant, the CSRC will complete the registration procedure and make it public; otherwise, registration will not be granted. The negative list mechanism is equally strict: assets prohibited from financing by law, assets endangering national security, entities or actual controllers with criminal records within the past 3 years, those under investigation, underlying assets with significant ownership disputes or legally prohibited from transfer, and those prohibited under the negative list for domestic asset securitization are all prohibited from operation. According to Web3's Will, this mechanism incorporates RWA tokenization into the traditional cross-border financial regulatory system, highly consistent with paths such as overseas listing and foreign debt issuance. Jin Jianzhi points out that the formal supervision by the China Securities Regulatory Commission (CSRC) means that this business has been placed under the same level of securities regulatory logic as stocks and bonds. The first batch of projects to be implemented are likely to be large financial institutions or listed companies. Liu Honglin also emphasized that the so-called "securities tokenization" is closer to the traditional financial asset securitization path than the free token issuance understood by the public. Compliance costs are high, making it difficult for small teams to bear. Risk Monitoring and Disposal Mechanism: From Provisions to Engineered Implementation Document No. 42 devotes considerable space to risk monitoring, prevention, and disposal. According to Liu Yang's summary, cross-departmental data sharing, online and offline monitoring integration, fund monitoring, cross-verification of information, and rapid response mechanisms are explicitly written into the document. This reflects the regulatory shift towards technology support and systematic execution. Liu Honglin pointed out that the most deterrent changes are in the details of the implementation: It is forbidden to use loan structures to disguise exchanges; it is forbidden to provide advertising traffic for virtual assets; it is forbidden to include the words "RWA" in the business scope; and the sale of mining machines and the resurgence of mining are strictly prohibited. He specifically reminded that KOLs or service providers who direct traffic to overseas exchanges or provide promotional rebate links may face collateral risks. The focus of regulatory attention has shifted from early ICO financing to the flow of funds and the maintenance of financial order. Market Reflections After the Legal Framework Was Defined: Technical Standards and Liquidity Challenges

As the legal framework gradually becomes clearer, Shisijun brings the issue back to the market level for a calm review.

As the legal framework gradually becomes clearer, Shisijun brings the issue back to the market level for a calm review.