CSRC: Clarifies filing and regulatory requirements; six scenarios prohibit conducting business

【Notice No. 1】Regulatory Guidelines on Domestic Assets Issuing Asset-Backed Securities Tokens Overseas

We hereby publish the “Regulatory Guidelines on Domestic Assets Issuing Asset-Backed Securities Tokens Overseas,” which shall come into effect from the date of issuance.

The announcement attachment is as follows:

Regulatory Guidelines on Domestic Assets Issuing Asset-Backed Securities Tokens Overseas

To strictly regulate activities related to the overseas issuance of asset-backed securities tokens based on assets within the People’s Republic of China, prevent related speculative risks, and effectively maintain economic and financial order and the safety of people’s property, these guidelines are formulated in accordance with the “Securities Law of the People’s Republic of China,” the “Notice on Further Preventing and Disposing of Risks Related to Virtual Currencies and Others” (Yinfa [2026] No. 42), and other relevant regulations.

1. The term “domestic assets issuing asset-backed securities tokens overseas” refers to activities that utilize cash flows generated by domestic assets or related rights as repayment support, employing encryption technology and distributed ledger or similar technology, to issue tokenized equity certificates overseas.

2. When issuing asset-backed securities tokens overseas based on domestic assets, the activity must strictly comply with laws, administrative regulations, and relevant policies concerning cross-border investment, foreign exchange management, network, and data security. It must also follow the procedures required by relevant regulatory authorities, such as approval, filing, or security review, and must not harm national interests or social public interests.

3. The following circumstances involving the underlying assets or the domestic entities controlling those assets are prohibited from engaging in related activities:

(1) Activities explicitly prohibited by laws, administrative regulations, or relevant national provisions from financing through capital markets;

(2) After review and determination by the relevant State Council authorities, the overseas issuance of asset-backed securities tokens may endanger national security;

(3) The domestic entity or its controlling shareholders or actual controllers have committed criminal offenses such as corruption, bribery, embezzlement, misappropriation, or actions that undermine the socialist market economic order within the past three years;

(4) The domestic entity is under investigation for suspected criminal or major illegal violations and has not yet reached a clear conclusion;

(5) The underlying assets have significant ownership disputes or are legally non-transferable;

(6) The underlying assets are subject to prohibitions listed in the negative list of underlying assets for domestic asset securitization business.

4. The China Securities Regulatory Commission (hereinafter referred to as the CSRC) shall strictly regulate the overseas issuance of asset-backed securities tokens based on domestic assets in accordance with laws and regulations.

Before engaging in related activities, the domestic entity controlling the underlying assets (hereinafter referred to as the domestic filing entity) shall file with the CSRC, submitting the required filing report, complete overseas issuance documentation, and other relevant materials, clearly explaining the information of the domestic filing entity, the underlying assets, and the token issuance plan.

The domestic filing entity, its controlling shareholders, actual controllers, directors, supervisors, senior management, and relevant intermediaries shall ensure that the submitted filing materials are true, accurate, and complete, with no false records, misleading statements, or material omissions.

5. If the filing materials are incomplete or require correction, the CSRC will notify the necessary supplementary materials. When the filing materials are complete and compliant, the CSRC will proceed with the filing process and publicly disclose the filing information on its website after completion; if not compliant, the CSRC will not approve the filing.

The CSRC may, as appropriate, seek opinions from relevant authorities of the State Council and industry regulatory agencies.

6. After completing the filing, the domestic filing entity shall promptly report to the CSRC if any of the following occurs:

(1) The overseas issuance is completed;

(2) Major risks occur;

(3) Other significant matters.

7. The CSRC will strengthen cross-border regulatory cooperation and information sharing with overseas securities regulatory agencies to prevent risks related to the overseas issuance of asset-backed securities tokens based on domestic assets.

Source: China Securities Regulatory Commission

Risk Warning and Disclaimer

Market risks exist; investments should be cautious. This article does not constitute personal investment advice and does not consider individual users’ specific investment goals, financial situations, or needs. Users should consider whether any opinions, viewpoints, or conclusions in this article are suitable for their particular circumstances. Invest at your own risk.