In November 2025, the Monetary Authority of Singapore (MAS) released the "Guidelines on Tokenization of Capital Market Products," providing a clear regulatory framework for the RWA industry through 17 specific cases, marking a new phase in RWA regulation in Asia. This 34-page document adopts a "technology-neutral" principle, with the core logic being "same activity, same risk, same regulatory outcome," focusing on the economic substance rather than the technical form of the tokens.

🔗: Guidelines on Tokenization of Capital Market Products

I. Singapore: Technology Neutrality and Economic Substance Principle

Regulatory Classification System

MAS categorizes tokens into two main types: Tokens that constitute CMPs (Capital Market Products) (9 types of cases)

• Equity Tokens: Tokens representing ownership in a company, requiring a prospectus and a capital markets services license.
• Bond Tokens: Including lending-type, repurchase-type, stablecoins, and packaged structures; even if packaged through an SPV, as long as the economic substance is a debt relationship, it is regulated as a bond.
• CIS Unit Tokens: Tokenized fund shares, requiring regulation under collective investment schemes, with managers needing to be licensed.
• Derivative Tokens: Tokens linked to the price of securities are considered securities derivatives and require a derivatives trading license.

Tokens that do not constitute CMPs (8 types of cases)

• Utility Tokens: Pure platform usage certificates, not subject to SFA regulation but may require a payment license.
• Governance Tokens/Meme Coins: Only grant voting rights or are purely for entertainment; if there is no expectation of investment returns, they may not be classified as securities.
• NFT/Data Tokens: Represent ownership of artworks or are used solely for data recording, not involving financial returns, and may not belong to CMPs.

Representative Cases

• Pure utility token case: Company K developed a "computing power sharing platform," issuing Token K for payments within the platform. The only function of Token K is to rent computing power, with no financial attributes like investment or dividends. MAS determined that Token K is not a CMP and is not subject to securities law regulation.
• Bond token case: Company B built a "decentralized lending platform," establishing an SPV for each startup, where investors provide loans to the SPV, which issues Token B as a loan certificate. Despite using blockchain technology, MAS determined that the economic substance of Token B is a debt relationship, thus regulated as a bond.

II. United States: Penetrative Regulation and Howey Test

Regulatory Classification System

The United States adopts the "penetrative regulation" principle, with the SEC using the Howey Test as a judgment standard.

The four conditions of the Howey Test include: investment of money, common enterprise, reasonable expectation of profits from the efforts of others, and reliance on the efforts of others.

The vast majority of RWA projects, especially those representing income rights, easily fall under the Howey Test and must strictly comply with SEC regulations.

Representative Cases

• BlackRock BUIDL Fund: Launched in March 2024, by June 2025, it managed over $3 billion, capturing 34%-37% of the tokenized U.S. Treasury market, becoming an industry benchmark. BUIDL's value is pegged 1:1 to the U.S. dollar, distributing accrued dividends to investors monthly, with an annual yield of approximately 4.8%-5.2%.
• Ondo Finance: An institution-level protocol registered in the U.S., its flagship product OUSG (Ondo Short-Term U.S. Government Bond Fund) allows investors to purchase tokenized versions of U.S. short-term government bonds via blockchain, lowering the minimum investment threshold from $5 million to $5,000. In 2024, the number of holders of the platform's tokenized government bonds surged by 780%, from 1,376 at the beginning of the year to 12,141, capturing 82% of the market share in this field.

III. European Union: MiCA Framework and Unified Standards

Regulatory Classification System

The European Union established the world's first comprehensive regulatory framework for crypto assets through the "Markets in Crypto-Assets Regulation" (MiCA), categorizing tokens into three types:

• Electronic Money Tokens (EMT): Pegged to a single fiat currency, analogous to electronic money, requiring at least 30% of reserve assets to be held within the EU central bank system.
• Asset-Referenced Tokens (ART): Pegged to a basket of assets or commodities, requiring daily liquidity stress testing.
• Other Crypto Assets: Utility tokens, subject to light regulation.

Representative Cases

Société Générale EURCV: The first euro stablecoin issued by a regulated bank under the MiCA framework, using a "licensed whitelist" mechanism, utilized as a "atomic settlement" tool in the issuance of digital bonds by the European Investment Bank (EIB).

IV. Hong Kong: Dual-Track Regulation and Sandbox Pilot

Regulatory Methods and Specific Measures

• Penetrative Principle: Determines regulatory methods based on the underlying nature of the assets and associated risks.
• Licensed Operations: Trading platforms for RWA tokens need to apply for licenses from the SFC under the "Guidelines for Virtual Asset Trading Platforms," such as Class 1 (securities trading), Class 4 (providing advice), Class 7 (automated trading services), or Class 9 (asset management).
• Regulatory Sandbox: Allows testing of innovative RWA products, such as tokenized bonds and real estate securitization projects, in a controlled environment.
• Risk Disclosure: Requires comprehensive disclosure of risks related to technology, legal, custody, etc., for tokenized products.
• Investor Protection: Prohibits misleading promotions, such as "high returns" or "capital protection," and emphasizes user protection.
• Cross-Border Compliance: Provides compliance pathways for domestic enterprises participating in the RWA market, such as through the "Ensemble" sandbox program and constructing SPV structures.

Asset Classification

Hong Kong adopts a "penetrative" regulatory principle, categorizing RWA into three types:

• Green Light Assets: Traditional financial assets such as securities, funds, and green bonds, requiring approval from the Hong Kong Securities and Futures Commission (SFC).
• Yellow Light Assets: Trade financing, supply chain notes, etc., requiring access to the Hong Kong Monetary Authority's wholesale-level central bank digital currency (wCBDC) system.
• Red Light Assets: Involving money laundering, illegal fundraising, or pure crypto assets, directly prohibited.

Representative Cases

• Taiji Capital Prince Property STO: Issued HKD 100 million in September 2023, with underlying assets being rental income rights from five retail properties in Kowloon Prince tourist hotspots, adopting the ERC-1400 standard, traded through the HKbitEX platform, becoming Hong Kong's first real estate security token offering (STO), obtaining SFC Class 4 and Class 9 licenses.
• China Asset Management Hong Kong Dollar Digital Currency Fund: Issued USD 110 million in February 2025, with underlying assets being Hong Kong dollar short-term deposits and money market instruments, issued on the Ethereum blockchain, distributed by OSL exchange, becoming the world's largest retail tokenized fund.

V. Impact of Regulatory Differences

Differences in Regulatory Philosophy

• Singapore: Emphasizes "technology neutrality," focusing on economic substance analysis, providing clear classification standards for various tokens.
• United States: Adheres to "penetrative regulation," using the Howey Test for case-by-case judgment, with greater regulatory flexibility but relatively less certainty.
• Hong Kong: Adopts a "dual-track mechanism," maintaining regulatory rigidity while allowing space for innovation, encouraging pilots through sandbox mechanisms.

Liquidity Differentiation

• The tokenization scale of U.S. Treasury bonds reached $7.37 billion, with an annual growth of 415%, benefiting from the SEC's clear regulatory framework.
• Hong Kong, through the Ensemble sandbox mechanism, allows sharing of global order books with overseas platforms, enhancing liquidity. Significant differences exist in the characterization, taxation, and data storage requirements for RWA across jurisdictions, necessitating enterprises to guard against compliance "gray areas."

Differences in Compliance Costs

• Singapore: Total costs for RWA projects start at approximately SGD 2.5 million, with a relatively transparent approval process.
• United States: Highest compliance costs, with expensive legal advisory fees and significant regulatory uncertainty risks.
• Hong Kong: Costs are between those of Singapore and the U.S., but the sandbox mechanism can reduce initial investments.

Investor Protection Standards

Hong Kong requires "green light fast track" for compliant assets such as green bonds and trade receivables. The EU MiCA emphasizes data security and cross-border compliance, requiring crypto asset service providers to meet prudent regulatory standards.

VI. Market Size and Future Trends

Explosive Growth of Market Size

In the first half of 2025, the RWA market size grew from $8.6 billion at the beginning of the year to $23 billion, an increase of 260%. Tokenized private credit holds the largest market share (58%), followed by tokenized U.S. Treasury bonds (34%). As of June 2025, the total market capitalization of the global RWA market has surpassed $24 billion, a 380% increase compared to 2022.

Future Development Trends

• Accelerated Regulatory Integration: Compliance interfaces between DeFi and TradFi are forming, with regulatory technology (RegTech) becoming new infrastructure. Hong Kong and Singapore have clearly stated they will strengthen coordination in RWA regulation, jointly promoting the standardized development of the RWA market in Asia.
• Upgraded Technological Regulation: As the complexity of RWA projects increases, regulatory agencies will increasingly utilize blockchain technology itself for regulation, with the application of privacy protection technologies like zero-knowledge proofs meeting regulatory transparency requirements while ensuring data security.
• Diversification of Asset Types: Expanding from current government bonds, real estate, and private credit to a broader range of asset classes, including intellectual property, data assets, carbon credits, and other new types of assets. According to the Boston Consulting Group's forecast, the global asset tokenization market size will reach $16.1 trillion by 2030.
• Coexistence of Cross-Border Regulatory Competition and Cooperation: Countries are competing to attract RWA innovation and investment while also recognizing the necessity of cross-border regulatory cooperation. International collaborative projects like Project Guardian indicate that future RWA regulation will place greater emphasis on cross-border coordination.

Conclusion

The release of Singapore's "Guidelines on Tokenization of Capital Market Products" provides a clear model for global RWA regulation. The regulatory differences across jurisdictions present both challenges and opportunities. For RWA project parties, the key lies in selecting suitable compliance pathways and technical architectures based on target markets, asset types, and business models. As regulatory frameworks gradually clarify and technology continues to mature, RWA is expected to unleash its innovative value on a path of regulated development, becoming an important bridge connecting traditional finance and digital finance.

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