China Securities Regulatory Commission Releases "Onshore Assets Offshore Issuance RWA Guidelines": Adopts a Strict Regulatory Attitude to Prevent Risks, Strict Filing Required Before Business Conduct

**CSRC Issues 2026 No. 1 Guidance on Overseas Tokenized ABS Backed by Domestic Assets** On February 7, the China Securities Regulatory Commission (CSRC) released Document No. 1 [2026] — *Regulatory Guidance on Overseas Issuance of Asset-Backed Securities Tokenization Backed by Domestic Assets* (hereafter the “Guidance”) — which took effect immediately upon release. The Guidance imposes strict oversight on overseas-issued Real World Asset (RWA) tokenized products backed by domestic assets, particularly those resembling asset-backed securities (ABS). This falls under CSRC’s “strict overseas regulation” framework, aimed at curbing speculative trading, cross-border risks, and illegal financial activities. ### Key Details: 1. **Definition**: The guidance defines such activities as issuing tokenized equity certificates overseas via encryption, distributed ledger, or similar technologies, with repayment supported by cash flows from domestic assets or related asset rights. 2. **Compliance Mandates**: Issuance must adhere to laws, administrative regulations, and policies on cross-border investment, foreign exchange management, network, and data security. Issuers must complete required approval, filing, or security review procedures from relevant regulators and must not harm national or public interests. 3. **Explicit Bans**: Issuance is prohibited if: - Entities/assets are barred from capital market financing by the state; - Assets/entities are deemed a national security threat (per State Council departments); - Individuals/entities (including controlling shareholders/ultimate controllers) have engaged in crimes (corruption, bribery, embezzlement, market disruption) in the past three years; - Subjects are under investigation (suspected crimes/serious violations, no final ruling); - Assets have major ownership disputes or are legally untransferable; - Domestic assets fall under the prohibited securitization negative list. 4. **Filing Requirements**: Before launching business, the domestic entity controlling underlying assets (domestic filing entity) must file with CSRC, submitting a filing report, full overseas issuance materials, and detailed info on the entity, assets, and token plan. Non-compliant filings will be rejected. Post-filing, material changes must be promptly reported to CSRC. CSRC will enforce these rules to regulate overseas RWA tokenization backed by domestic assets.