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Michael J. Saylor's Strategic Bet: Bitcoin's Premium Issuance and Capital Control
Original Article Title: "Michael J. Saylor's Strategic Bet: Bitcoin Premium, Issuance, and Capital Control"
Original Article Author: Ac-Core, YBB Capital Researcher
1. Introduction:
MicroStrategy was initially an enterprise software company focused on business intelligence solutions, but since 2020, its focus has shifted significantly to Bitcoin investment. The company raised funds to purchase Bitcoin by issuing stock and convertible bonds, making it a focal point in the US stock market.
On February 6, 2025, the publicly traded company MicroStrategy, which holds the most Bitcoin globally, announced that it was officially renaming itself to Strategy (for ease of reading, it will still be referred to as MicroStrategy below). At that time, data showed that Strategy's balance sheet held 471,107 Bitcoins, accounting for about 2% of the global Bitcoin supply. By February 21, 2025, MicroStrategy had accumulated nearly 500,000 Bitcoins, valued at over $40 billion.
MicroStrategy essentially turned the stock market into a Bitcoin ATM through its capital structure design—raising funds to buy Bitcoin by issuing new stock/convertible bonds, then using its Bitcoin holdings to boost stock price valuation, creating a capital loop deeply tied to the cryptocurrency asset. Leveraging the US stock market's unique high premium financing mechanism, MicroStrategy not only dominated the concept of Bitcoin stocks but also developed a set of "alchemy" involving equity issuance and price manipulation that gained market recognition in the US stock market.
2. What Is the "Magnet" of MSTR Stock Price Speculation?
Image Source: abmedia.io
MicroStrategy's financing approach is very clever, primarily using a combination of stocks and bonds for fundraising. In the initial stages, it relied on issuing bonds and its own cash reserves, and even had some common stock and convertible bonds. However, the downside of issuing common bonds is the interest payments, but at that time, its cash flow was good, with the software business bringing in tens of millions of dollars in positive cash flow, enough to cover these debt interest payments.
As this cycle progressed, it extensively utilized a stock issuance mechanism called ATM (At-the-market), which involves selling stock directly on the secondary market. MicroStrategy played the "alchemy" of the capital market through a strategy combining stock issuance and bond issuance. With a relatively low leverage ratio, it rapidly raised funds by issuing stock to buy Bitcoin, increasing leverage, and raising its valuation premium as Bitcoin prices rose. During the bull market, its premium even reached as high as 300%.
However, over time, the market gradually became aware of MicroStrategy's large-scale selling of stocks, causing the stock price to start falling, and the premium to shrink. At the same time, the leverage ratio decreased, and companies gradually turned to a debt-focused financing approach. With this change, MicroStrategy's pace of buying Bitcoin slowed down, leading to a weakening demand for Bitcoin in the market.
Therefore, MicroStrategy played a game of "premium hedging." It funded the purchase of Bitcoin through selling stocks at a high premium, and when the premium fell, the company turned to debt. This pattern provided the company with enough funds to execute Bitcoin purchases, even though the market's enthusiasm for its stock diminished as it gradually became aware of these operations.
Overall, MicroStrategy used different financing strategies in different periods, taking advantage of the high premium in the stock market and steadily increasing leverage through bonds. For Bitcoin, MicroStrategy's slowing pace may indicate a weakening momentum for Bitcoin's short-term price increase; however, for MicroStrategy, this diversified financing approach enables it to flexibly adapt to different market environments.
The reasons behind the significant fluctuations in MicroStrategy's stock price and how they attracted a large number of speculators through Bitcoin investment. Where does the magic of the "crypto alchemy" with a market cap of tens of billions of dollars shine? In simple terms, there are several key points:
1. Non-linear Relationship between Stock Price and Bitcoin: Many people think that MicroStrategy's stock price should move in sync with Bitcoin, but this is not entirely the case. For example, in November and December last year, when Bitcoin was still rising, MicroStrategy's stock price had actually started to decline. So, its stock price fluctuation is not directly linked to the Bitcoin price.
2. Reaction to Narrowing Premium and Long-term Impact: MicroStrategy's premium has been gradually shrinking compared to before. Michael J. Saylor's emphasis is not on the value of the stock itself but on its volatility. In other words, he promotes MicroStrategy as a highly volatile speculative tool, especially attracting institutional investors who cannot directly purchase Bitcoin ETFs.
3. Bitcoin's "Proxy Investment": Many institutions cannot directly buy Bitcoin or Bitcoin ETFs due to regulatory restrictions or internal policies, especially in some countries such as South Korea and Germany. So, MicroStrategy has become an alternative option for these institutions to invest in Bitcoin. Unable to buy ETFs, they buy MicroStrategy's stock because it is highly correlated with Bitcoin.
4. Michael J. Saylor's Ingenious Marketing and MicroStrategy's "Self-Fulfilling Prophecy": Michael J. Saylor is a very skilled marketer. He not only promotes MicroStrategy's stock but also emphasizes its leverage effect. This means that if you are bullish on Bitcoin's price increase, MicroStrategy's stock price increase will be even greater. Moreover, buying MicroStrategy is safer than using leverage to buy options because you don't have to worry about issues like liquidation.
5. MicroStrategy's Uniqueness: The success of MicroStrategy largely relies on their strong financing capability, as Saylor continuously raises money for the company to purchase more Bitcoin. Moreover, Saylor himself is very good at "selling." He gives speeches everywhere, appears on YouTube to promote MicroStrategy, packaging it as a "super-leverage tool," attracting speculators globally.
III. "Hold Bitcoin, Never Sell": Michael J. Saylor's Crypto Crusade
Image Source: blocktempo
Michael J. Saylor's recent Bitcoin promotion wave has had a profound impact on the entire Bitcoin industry. By constantly appearing in public, conducting interviews, and giving speeches, he not only brought Bitcoin into the mainstream but also attracted a large number of institutional investors into the market. It can even be said that MicroStrategy and ETFs are the two main buyers in the current Bitcoin market. Interestingly, although ETFs are very important, MicroStrategy's operation is more eye-catching because MicroStrategy only buys and does not sell, while ETFs occasionally sell.
Regarding marketing, the most impressive aspect is that Saylor once said he had made a will, planning to destroy his personal Bitcoin private keys after his death, completely removing these bitcoins from circulation. His "cult leader-level" operation seemed to show that he had made an eternal contribution to the Bitcoin industry. Although no one knows if he will actually fulfill his promise in the future, his statement has injected some excitement into the market.
Additionally, in reality, the Bitcoin held by MicroStrategy is not controlled by Saylor himself or the MicroStrategy company. These bitcoins are held in custody by two trusted third-party institutions, Fidelity and Coinbase Custody, in compliance with the auditing and regulatory requirements of a publicly traded company. So, those concerned about how Bitcoin will be handled after his death can rest assured.
Michael J. Saylor is not only a strong advocate for Bitcoin, but in a way, he is even more extreme than some early Bitcoin investors. Long before the emergence of ETFs, he turned MicroStrategy into a Bitcoin ETF-like entity. His conversations with Musk have provided a crucial boost to Bitcoin investment. According to market rumors, Musk deciding to have Tesla purchase Bitcoin was largely influenced by Saylor's advice.
Saylor is not limited to just Bitcoin. Some in the market believe that his recent remarks indicate his support for the development of the entire digital economy, proposing that the United States should become a global leader in the digital economy and drive all assets onto the blockchain through tokenization. He is no longer just a Bitcoin maximalist but sees the potential of blockchain technology in a wide range of areas. This open attitude has also earned him more recognition in the blockchain industry.
As attention turns to the layout of the future digital economy in the United States, Saylor has even proposed the idea of incorporating Bitcoin into the national strategic reserve, further expanding the United States' leadership position in the global digital economy. He not only promotes Bitcoin but also presents a vision of a global on-chain economy, showing us a possible future where the global economy may move towards a more decentralized financial structure, possibly even seeing the emergence of a cyber financial system beyond sovereign nations.
However, in this future landscape, capital flow and regulations will also face new challenges. Especially if the United States leads this on-chain economy, other countries or organizations around the world, such as China, the EU, or South Korea, will face greater pressure from capital outflows. Even though regulatory authorities in various countries have tried to control capital flows through traditional means, these measures will be ineffective in the face of a decentralized on-chain economy. On March 25, the Trump family's crypto project, World Liberty Financial Inc. (WLFI), officially announced plans to launch the USD1 stablecoin. The stablecoin business is highly profitable, and USD1 will be 100% backed by short-term US government bonds, US dollar deposits, and other cash equivalents, seemingly indicating that in the future, the US may rely more on stablecoin issuance to alleviate the US debt crisis.
IV. Möbius Loop Cycle, Michael J. Saylor's Asset Game
Image Source: thepaper
Today, the price of Bitcoin has dropped from its highs to around $87,000, while MicroStrategy's cost basis for holding is approximately $66,000. This begs the question: What would happen to the market if Bitcoin's price falls below MicroStrategy's cost basis for purchasing Bitcoin?
During the last bear market, MicroStrategy's situation was even worse than it is now. At that time, their net assets had already gone negative, which is extremely rare for any company. While some companies may have negative net assets in special circumstances (such as due to issuing a large amount of stock options), generally, a company having negative net assets easily triggers market panic. However, MicroStrategy did not liquidate at that time nor was it forced to sell Bitcoin mainly because their debt maturity was far off, and no one could compel them to liquidate immediately.
The interesting part here is that MicroStrategy's founder Michael J. Saylor holds nearly 48% of the voting power, making any attempt to initiate liquidation very challenging. So even in a situation where the company's financial situation is tight, creditors and shareholders would not be able to easily propose a liquidation.
So, if Bitcoin were to indeed drop below the holding's average cost, would MicroStrategy's stock fall into the so-called 'death spiral'? This question was actually raised during the last bear market. Back then, MicroStrategy had negative net assets, and market panic was severe. However, the current market should be more experienced, and investors have been through these fluctuations, so they would not panic as much as they did back then.
Furthermore, Michael J. Saylor and his team actually have some flexible means to deal with market fluctuations. For instance, they can choose to issue bonds, issue more shares, or even use their held Bitcoin as collateral to borrow money. MicroStrategy currently holds about $40 billion in Bitcoin, which means they can use these Bitcoins as collateral to obtain funds. Even if the price drops, they can avoid forced selling by supplementing collateral.
Moreover, their main debt is not due until 2028, so no one can force them to make unfavorable decisions until then. For now, even if Bitcoin's price experiences fluctuations, MicroStrategy would not immediately face significant financial pressure or be forced to sell Bitcoin.
More importantly, an increasing number of sovereign wealth funds and institutions globally have started to view Bitcoin as a reserve asset, which is also a major trend. Against this backdrop, the long-term outlook for Bitcoin remains positive. As rumored in the market, countries like Abu Dhabi have already started buying large amounts of Bitcoin ETFs, indicating that more countries and institutions are likely to enter the Bitcoin market in the future. Although in the short term, the price of Bitcoin may experience some volatility, the long-term outlook of MicroStrategy's strategy seems to align with the market trend. While their financial situation may face challenges in the coming months or even years.
Looking at the overall picture, although Bitcoin price fluctuations may indeed bring some short-term pressure to MicroStrategy, considering their debt maturity and market trend, they currently do not face the risk of liquidation or forced Bitcoin selling. Instead, they may leverage the current market environment to continue increasing their Bitcoin holdings, further solidifying their position in the cryptocurrency space.
Behind this series of events, there are several questions worth further exploration:
Can the volatility of the Bitcoin market maintain its current level?
MicroStrategy is essentially leveraging Bitcoin's high volatility to provide itself with a high-leverage investment tool. However, if Bitcoin is gradually accepted by institutional investors and its volatility decreases, can the company still maintain its current high-return strategy? With the introduction of Bitcoin ETFs, the long-term Bitcoin price cycles have been disrupted, and the Bitcoin spot price has become more stable due to diversified financial derivatives such as ETFs. Gold's price trend post-ETF has provided us with a reference answer, indicating that the past high volatility of Bitcoin will no longer exist, shifting from radical to moderate overall change.
How Long Can MicroStrategy's Financing Method Last?
Currently, this coin-buying financing model is based on the assumption that the market is bullish on Bitcoin in the long run. However, if Bitcoin's price enters a long-term period of volatility or decline in the future, can MicroStrategy's financial situation withstand it? If the company continues to raise funds through debt issuance and stock offerings to buy Bitcoin, the market's premium on its stock will further diminish, and MicroStrategy's financing method is highly reliant on the market's optimistic sentiment.
Once Bitcoin's price enters a long-term period of volatility or decline, from a financial pressure perspective, existing debts need interest payments, and the company must deal with the dilution of shareholder equity due to stock issuances. Specific policy environments may also affect MicroStrategy's financing model; certain policies during the Trump administration period may have provided a more lenient financing environment for companies, facilitating strategic reserves' establishment. However, if these favorable factors gradually diminish, MicroStrategy's financing conditions may not be as good as before.
Is Michael J. Saylor an Idealist or an Arbitrageur for Bitcoin?
Saylor's role is actually a combination of an idealist and an arbitrageur, deeply understanding and recognizing Bitcoin's long-term potential, and being very adept at using market mechanisms to profit for the company and himself. Leveraging Bitcoin's high volatility, he marketed MicroStrategy's stock as a "leveraged Bitcoin investment tool." This approach attracted institutional investors who could not directly invest in Bitcoin or Bitcoin ETFs. These institutions indirectly gained Bitcoin exposure by purchasing MicroStrategy stock.
Rather than saying Michael J. Saylor is a staunch believer in Bitcoin, it is more accurate to say that Michael J. Saylor is an arbitrageur of Bitcoin's market volatility opportunities. MicroStrategy's series of operations fundamentally aim to profit from the stock market's "volatile market" using Bitcoin, and in the end, MicroStrategy itself may rely more on market sentiment and Bitcoin's price performance rather than Bitcoin's long-term intrinsic value.
5. Wealth Engine or Crypto Frost?
Image Source: X@MicroStrategy
MicroStrategy's capital operation model is timely, but can MSTR's stock participate? In my personal opinion, for those in the crypto industry, the odds with MSTR are greater than direct participation in Bitcoin. MSTR as a whole resembles more of an accelerator version of Bitcoin.
MicroStrategy appears to be a software company focused on business data analytics on the surface, but in reality, its operation model has completely shifted to Bitcoin asset accumulation. MSTR comes with leverage. Because the company holds a large amount of BTC and may increase its holdings through borrowing or issuing bonds, this amplifies its stock price's sensitivity to Bitcoin price movements. When BTC rises, MSTR may experience a greater increase, and vice versa.
Its stock has soared from $68 at the beginning of the year to around $400 now, a surge that has even exceeded many well-known companies like NVIDIA, Palantir, and Coinbase. What is the underlying reason behind MicroStrategy's stock performing so astonishingly? Some believe it is founder Michael J. Saylor's operation model of "infinite money cheat code" that successfully boosted the stock price; others criticize this as resembling a Ponzi scheme and worry that it may trigger the next cryptocurrency market collapse.
MicroStrategy's current Bitcoin investment returns far exceed its traditional business income. Although its software business revenue has hardly grown in the past few years, and has even declined, MicroStrategy has raised funds to purchase more Bitcoin by continuously issuing bonds and diluting equity, achieving an overall profit increase for the company. MicroStrategy deeply links its stock to Bitcoin, which has its benefits but also brings certain risks to the company, as its core business cannot generate significant profits, and all prospects are pinned on the rise in Bitcoin's price. In fact, no one knows whether the future price trend of Bitcoin will smoothly rise through more financial derivatives + ETFs + strategic reserves, or face a wave of "great reckoning."
The company further boosted its financing ability by issuing interest-free Convertible Notes. These notes allow investors to convert them into company equity in the future, but the conversion price is much higher than the current stock price. At first glance, this may seem disadvantageous to investors, but in reality, note holders have priority liquidation rights, which can reduce risk. MicroStrategy can continue to accumulate Bitcoin through this financing method, driving a dual increase in its stock price and Bitcoin price.
The clever aspect of this strategy is that it successfully shifted the risk from the company itself to the stock market. By issuing convertible bonds for financing, then using that money to buy Bitcoin, when the debt matures, if the company's stock price is high enough, the creditors will choose to convert the debt into stock rather than demand repayment, thus entirely transferring the debt issue to the stock market. Therefore, the long and short odds in the stock market as a whole are greater than in the crypto market.
This article is contributed and does not represent the views of BlockBeats.
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China's Central Bank and Eight Other Departments' Latest Regulatory Focus: Key Attention to RWA Tokenized Asset Risk
Foreword: Today, the People's Bank of China's website published the "Notice of the People's Bank of China, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, State Administration for Market Regulation, China Banking and Insurance Regulatory Commission, China Securities Regulatory Commission, State Administration of Foreign Exchange on Further Preventing and Dealing with Risks Related to Virtual Currency and Others (Yinfa [2026] No. 42)", the latest regulatory requirements from the eight departments including the central bank, which are basically consistent with the regulatory requirements of recent years. The main focus of the regulation is on speculative activities such as virtual currency trading, exchanges, ICOs, overseas platform services, and this time, regulatory oversight of RWA has been added, explicitly prohibiting RWA tokenization, stablecoins (especially those pegged to the RMB). The following is the full text:
To the people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government, the Xinjiang Production and Construction Corps:
Recently, there have been speculative activities related to virtual currency and Real-World Assets (RWA) tokenization, disrupting the economic and financial order and jeopardizing the property security of the people. In order to further prevent and address the risks related to virtual currency and Real-World Assets tokenization, effectively safeguard national security and social stability, in accordance with the "Law of the People's Republic of China on the People's Bank of China," "Law of the People's Republic of China on Commercial Banks," "Securities Law of the People's Republic of China," "Law of the People's Republic of China on Securities Investment Funds," "Law of the People's Republic of China on Futures and Derivatives," "Cybersecurity Law of the People's Republic of China," "Regulations of the People's Republic of China on the Administration of Renminbi," "Regulations on Prevention and Disposal of Illegal Fundraising," "Regulations of the People's Republic of China on Foreign Exchange Administration," "Telecommunications Regulations of the People's Republic of China," and other provisions, after reaching consensus with the Cyberspace Administration of China, the Supreme People's Court, and the Supreme People's Procuratorate, and with the approval of the State Council, the relevant matters are notified as follows:
(I) Virtual currency does not possess the legal status equivalent to fiat currency. Virtual currencies such as Bitcoin, Ether, Tether, etc., have the main characteristics of being issued by non-monetary authorities, using encryption technology and distributed ledger or similar technology, existing in digital form, etc. They do not have legal tender status, should not and cannot be circulated and used as currency in the market.
The business activities related to virtual currency are classified as illegal financial activities. The exchange of fiat currency and virtual currency within the territory, exchange of virtual currencies, acting as a central counterparty in buying and selling virtual currencies, providing information intermediary and pricing services for virtual currency transactions, token issuance financing, and trading of virtual currency-related financial products, etc., fall under illegal financial activities, such as suspected illegal issuance of token vouchers, unauthorized public issuance of securities, illegal operation of securities and futures business, illegal fundraising, etc., are strictly prohibited across the board and resolutely banned in accordance with the law. Overseas entities and individuals are not allowed to provide virtual currency-related services to domestic entities in any form.
A stablecoin pegged to a fiat currency indirectly fulfills some functions of the fiat currency in circulation. Without the consent of relevant authorities in accordance with the law and regulations, any domestic or foreign entity or individual is not allowed to issue a RMB-pegged stablecoin overseas.
（II）Tokenization of Real-World Assets refers to the use of encryption technology and distributed ledger or similar technologies to transform ownership rights, income rights, etc., of assets into tokens (tokens) or other interests or bond certificates with token (token) characteristics, and carry out issuance and trading activities.
Engaging in the tokenization of real-world assets domestically, as well as providing related intermediary, information technology services, etc., which are suspected of illegal issuance of token vouchers, unauthorized public offering of securities, illegal operation of securities and futures business, illegal fundraising, and other illegal financial activities, shall be prohibited; except for relevant business activities carried out with the approval of the competent authorities in accordance with the law and regulations and relying on specific financial infrastructures. Overseas entities and individuals are not allowed to illegally provide services related to the tokenization of real-world assets to domestic entities in any form.
(III) Inter-agency Coordination. The People's Bank of China, together with 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 China Banking and Insurance Regulatory Commission, the China Securities Regulatory Commission, the State Administration of Foreign Exchange, and other departments, will improve the work mechanism, strengthen coordination with the Cyberspace Administration of China, the Supreme People's Court, and the Supreme People's Procuratorate, coordinate efforts, and overall guide regions to carry out risk prevention and disposal of virtual currency-related illegal financial activities.
The China Securities Regulatory Commission, together with the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the People's Bank of China, the State Administration for Market Regulation, the China Banking and Insurance Regulatory Commission, the State Administration of Foreign Exchange, and other departments, will improve the work mechanism, strengthen coordination with the Cyberspace Administration of China, the Supreme People's Court, and the Supreme People's Procuratorate, coordinate efforts, and overall guide regions to carry out risk prevention and disposal of illegal financial activities related to the tokenization of real-world assets.
(IV) Strengthening Local Implementation. The people's governments at the provincial level are overall responsible for the prevention and disposal of risks related to virtual currencies and the tokenization of real-world assets in their respective administrative regions. The specific leading department is the local financial regulatory department, with participation from branches and dispatched institutions of the State Council's financial regulatory department, telecommunications regulators, public security, market supervision, and other departments, in coordination with cyberspace departments, courts, and procuratorates, to improve the normalization of the work mechanism, effectively connect with the relevant work mechanisms of central departments, form a cooperative and coordinated working pattern between central and local governments, effectively prevent and properly handle risks related to virtual currencies and the tokenization of real-world assets, and maintain economic and financial order and social stability.
(5) Enhanced Risk Monitoring. The People's Bank of China, China Securities Regulatory Commission, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, State Administration of Foreign Exchange, Cyberspace Administration of China, and other departments continue to improve monitoring techniques and system support, enhance cross-departmental data analysis and sharing, establish sound information sharing and cross-validation mechanisms, promptly grasp the risk situation of activities related to virtual currency and real-world asset tokenization. Local governments at all levels give full play to the role of local monitoring and early warning mechanisms. Local financial regulatory authorities, together with branches and agencies of the State Council's financial regulatory authorities, as well as departments of cyberspace and public security, ensure effective connection between online monitoring, offline investigation, and fund tracking, efficiently and accurately identify activities related to virtual currency and real-world asset tokenization, promptly share risk information, improve early warning information dissemination, verification, and rapid response mechanisms.
(6) Strengthened Oversight of Financial Institutions, Intermediaries, and Technology Service Providers. Financial institutions (including non-bank payment institutions) are prohibited from providing account opening, fund transfer, and clearing services for virtual currency-related business activities, issuing and selling financial products related to virtual currency, including virtual currency and related financial products in the scope of collateral, conducting insurance business related to virtual currency, or including virtual currency in the scope of insurance liability. Financial institutions (including non-bank payment institutions) are prohibited from providing custody, clearing, and settlement services for unauthorized real-world asset tokenization-related business and related financial products. Relevant intermediary institutions and information technology service providers are prohibited from providing intermediary, technical, or other services for unauthorized real-world asset tokenization-related businesses and related financial products.
(7) Enhanced Management of Internet Information Content and Access. Internet enterprises are prohibited from providing online business venues, commercial displays, marketing, advertising, or paid traffic diversion services for virtual currency and real-world asset tokenization-related business activities. Upon discovering clues of illegal activities, they should promptly report to relevant departments and provide technical support and assistance for related investigations and inquiries. Based on the clues transferred by the financial regulatory authorities, the cyberspace administration, telecommunications authorities, and public security departments should promptly close and deal with websites, mobile applications (including mini-programs), and public accounts engaged in virtual currency and real-world asset tokenization-related business activities in accordance with the law.
(8) Strengthened Entity Registration and Advertisement Management. Market supervision departments strengthen entity registration and management, and enterprise and individual business registrations must not contain terms such as "virtual currency," "virtual asset," "cryptocurrency," "crypto asset," "stablecoin," "real-world asset tokenization," or "RWA" in their names or business scopes. Market supervision departments, together with financial regulatory authorities, legally enhance the supervision of advertisements related to virtual currency and real-world asset tokenization, promptly investigating and handling relevant illegal advertisements.
（IX） Continued Rectification of Virtual Currency Mining Activities. The National Development and Reform Commission, together with relevant departments, strictly controls virtual currency mining activities, continuously promotes the rectification of virtual currency mining activities. The people's governments of various provinces take overall responsibility for the rectification of "mining" within their respective administrative regions. In accordance with the requirements of the National Development and Reform Commission and other departments in the "Notice on the Rectification of Virtual Currency Mining Activities" (NDRC Energy-saving Building [2021] No. 1283) and the provisions of the "Guidance Catalog for Industrial Structure Adjustment (2024 Edition)," a comprehensive review, investigation, and closure of existing virtual currency mining projects are conducted, new mining projects are strictly prohibited, and mining machine production enterprises are strictly prohibited from providing mining machine sales and other services within the country.
（X） Severe Crackdown on Related Illegal Financial Activities. Upon discovering clues to illegal financial activities related to virtual currency and the tokenization of real-world assets, local financial regulatory authorities, branches of the State Council's financial regulatory authorities, and other relevant departments promptly investigate, determine, and properly handle the issues in accordance with the law, and seriously hold the relevant entities and individuals legally responsible. Those suspected of crimes are transferred to the judicial authorities for processing according to the law.
（XI） Severe Crackdown on Related Illegal and Criminal Activities. The Ministry of Public Security, the People's Bank of China, the State Administration for Market Regulation, the China Banking and Insurance Regulatory Commission, the China Securities Regulatory Commission, as well as judicial and procuratorial organs, in accordance with their respective responsibilities, rigorously crack down on illegal and criminal activities related to virtual currency, the tokenization of real-world assets, such as fraud, money laundering, illegal business operations, pyramid schemes, illegal fundraising, and other illegal and criminal activities carried out under the guise of virtual currency, the tokenization of real-world assets, etc.
（XII） Strengthen Industry Self-discipline. Relevant industry associations should enhance membership management and policy advocacy, based on their own responsibilities, advocate and urge member units to resist illegal financial activities related to virtual currency and the tokenization of real-world assets. Member units that violate regulatory policies and industry self-discipline rules are to be disciplined in accordance with relevant self-regulatory management regulations. By leveraging various industry infrastructure, conduct risk monitoring related to virtual currency, the tokenization of real-world assets, and promptly transfer issue clues to relevant departments.
（XIII） Without the approval of relevant departments in accordance with the law and regulations, domestic entities and foreign entities controlled by them may not issue virtual currency overseas.
（XIV） Domestic entities engaging directly or indirectly in overseas external debt-based tokenization of real-world assets, or conducting asset securitization activities abroad based on domestic ownership rights, income rights, etc. (hereinafter referred to as domestic equity), should be strictly regulated in accordance with the principles of "same business, same risk, same rules." The National Development and Reform Commission, the China Securities Regulatory Commission, the State Administration of Foreign Exchange, and other relevant departments regulate it according to their respective responsibilities. For other forms of overseas real-world asset tokenization activities based on domestic equity by domestic entities, the China Securities Regulatory Commission, together with relevant departments, supervise according to their division of responsibilities. Without the consent and filing of relevant departments, no unit or individual may engage in the above-mentioned business.
(15) Overseas subsidiaries and branches of domestic financial institutions providing Real World Asset Tokenization-related services overseas shall do so legally and prudently. They shall have professional personnel and systems in place to effectively mitigate business risks, strictly implement customer onboarding, suitability management, anti-money laundering requirements, and incorporate them into the domestic financial institutions' compliance and risk management system. Intermediaries and information technology service providers offering Real World Asset Tokenization services abroad based on domestic equity or conducting Real World Asset Tokenization business in the form of overseas debt for domestic entities directly or indirectly venturing abroad must strictly comply with relevant laws and regulations. They should establish and improve relevant compliance and internal control systems in accordance with relevant normative requirements, strengthen business and risk control, and report the business developments to the relevant regulatory authorities for approval or filing.
(16) Strengthen organizational leadership and overall coordination. All departments and regions should attach great importance to the prevention of risks related to virtual currencies and Real World Asset Tokenization, strengthen organizational leadership, clarify work responsibilities, form a long-term effective working mechanism with centralized coordination, local implementation, and shared responsibilities, maintain high pressure, dynamically monitor risks, effectively prevent and mitigate risks in an orderly and efficient manner, legally protect the property security of the people, and make every effort to maintain economic and financial order and social stability.
(17) Widely carry out publicity and education. All departments, regions, and industry associations should make full use of various media and other communication channels to disseminate information through legal and policy interpretation, analysis of typical cases, and education on investment risks, etc. They should promote the illegality and harm of virtual currencies and Real World Asset Tokenization-related businesses and their manifestations, fully alert to potential risks and hidden dangers, and enhance public awareness and identification capabilities for risk prevention.
(18) Engaging in illegal financial activities related to virtual currencies and Real World Asset Tokenization in violation of this notice, as well as providing services for virtual currencies and Real World Asset Tokenization-related businesses, shall be punished in accordance with relevant regulations. If it constitutes a crime, criminal liability shall be pursued according to the law. For domestic entities and individuals who knowingly or should have known that overseas entities illegally provided virtual currency or Real World Asset Tokenization-related services to domestic entities and still assisted them, relevant responsibilities shall be pursued according to the law. If it constitutes a crime, criminal liability shall be pursued according to the law.
(19) If any unit or individual invests in virtual currencies, Real World Asset Tokens, and related financial products against public order and good customs, the relevant civil legal actions shall be invalid, and any resulting losses shall be borne by them. If there are suspicions of disrupting financial order and jeopardizing financial security, the relevant departments shall deal with them according to the law.
This notice shall enter into force upon the date of its issuance. The People's Bank of China and ten other departments' "Notice on Further Preventing and Dealing with the Risks of Virtual Currency Trading Speculation" (Yinfa [2021] No. 237) is hereby repealed.
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China's Central Bank and Eight Other Departments' Latest Regulatory Focus: Key Attention to RWA Tokenized Asset Risk
Foreword: Today, the People's Bank of China's website published the "Notice of the People's Bank of China, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, State Administration for Market Regulation, China Banking and Insurance Regulatory Commission, China Securities Regulatory Commission, State Administration of Foreign Exchange on Further Preventing and Dealing with Risks Related to Virtual Currency and Others (Yinfa [2026] No. 42)", the latest regulatory requirements from the eight departments including the central bank, which are basically consistent with the regulatory requirements of recent years. The main focus of the regulation is on speculative activities such as virtual currency trading, exchanges, ICOs, overseas platform services, and this time, regulatory oversight of RWA has been added, explicitly prohibiting RWA tokenization, stablecoins (especially those pegged to the RMB). The following is the full text:
To the people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government, the Xinjiang Production and Construction Corps:
Recently, there have been speculative activities related to virtual currency and Real-World Assets (RWA) tokenization, disrupting the economic and financial order and jeopardizing the property security of the people. In order to further prevent and address the risks related to virtual currency and Real-World Assets tokenization, effectively safeguard national security and social stability, in accordance with the "Law of the People's Republic of China on the People's Bank of China," "Law of the People's Republic of China on Commercial Banks," "Securities Law of the People's Republic of China," "Law of the People's Republic of China on Securities Investment Funds," "Law of the People's Republic of China on Futures and Derivatives," "Cybersecurity Law of the People's Republic of China," "Regulations of the People's Republic of China on the Administration of Renminbi," "Regulations on Prevention and Disposal of Illegal Fundraising," "Regulations of the People's Republic of China on Foreign Exchange Administration," "Telecommunications Regulations of the People's Republic of China," and other provisions, after reaching consensus with the Cyberspace Administration of China, the Supreme People's Court, and the Supreme People's Procuratorate, and with the approval of the State Council, the relevant matters are notified as follows:
(I) Virtual currency does not possess the legal status equivalent to fiat currency. Virtual currencies such as Bitcoin, Ether, Tether, etc., have the main characteristics of being issued by non-monetary authorities, using encryption technology and distributed ledger or similar technology, existing in digital form, etc. They do not have legal tender status, should not and cannot be circulated and used as currency in the market.
The business activities related to virtual currency are classified as illegal financial activities. The exchange of fiat currency and virtual currency within the territory, exchange of virtual currencies, acting as a central counterparty in buying and selling virtual currencies, providing information intermediary and pricing services for virtual currency transactions, token issuance financing, and trading of virtual currency-related financial products, etc., fall under illegal financial activities, such as suspected illegal issuance of token vouchers, unauthorized public issuance of securities, illegal operation of securities and futures business, illegal fundraising, etc., are strictly prohibited across the board and resolutely banned in accordance with the law. Overseas entities and individuals are not allowed to provide virtual currency-related services to domestic entities in any form.
A stablecoin pegged to a fiat currency indirectly fulfills some functions of the fiat currency in circulation. Without the consent of relevant authorities in accordance with the law and regulations, any domestic or foreign entity or individual is not allowed to issue a RMB-pegged stablecoin overseas.
（II）Tokenization of Real-World Assets refers to the use of encryption technology and distributed ledger or similar technologies to transform ownership rights, income rights, etc., of assets into tokens (tokens) or other interests or bond certificates with token (token) characteristics, and carry out issuance and trading activities.
Engaging in the tokenization of real-world assets domestically, as well as providing related intermediary, information technology services, etc., which are suspected of illegal issuance of token vouchers, unauthorized public offering of securities, illegal operation of securities and futures business, illegal fundraising, and other illegal financial activities, shall be prohibited; except for relevant business activities carried out with the approval of the competent authorities in accordance with the law and regulations and relying on specific financial infrastructures. Overseas entities and individuals are not allowed to illegally provide services related to the tokenization of real-world assets to domestic entities in any form.
(III) Inter-agency Coordination. The People's Bank of China, together with 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 China Banking and Insurance Regulatory Commission, the China Securities Regulatory Commission, the State Administration of Foreign Exchange, and other departments, will improve the work mechanism, strengthen coordination with the Cyberspace Administration of China, the Supreme People's Court, and the Supreme People's Procuratorate, coordinate efforts, and overall guide regions to carry out risk prevention and disposal of virtual currency-related illegal financial activities.
The China Securities Regulatory Commission, together with the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the People's Bank of China, the State Administration for Market Regulation, the China Banking and Insurance Regulatory Commission, the State Administration of Foreign Exchange, and other departments, will improve the work mechanism, strengthen coordination with the Cyberspace Administration of China, the Supreme People's Court, and the Supreme People's Procuratorate, coordinate efforts, and overall guide regions to carry out risk prevention and disposal of illegal financial activities related to the tokenization of real-world assets.
(IV) Strengthening Local Implementation. The people's governments at the provincial level are overall responsible for the prevention and disposal of risks related to virtual currencies and the tokenization of real-world assets in their respective administrative regions. The specific leading department is the local financial regulatory department, with participation from branches and dispatched institutions of the State Council's financial regulatory department, telecommunications regulators, public security, market supervision, and other departments, in coordination with cyberspace departments, courts, and procuratorates, to improve the normalization of the work mechanism, effectively connect with the relevant work mechanisms of central departments, form a cooperative and coordinated working pattern between central and local governments, effectively prevent and properly handle risks related to virtual currencies and the tokenization of real-world assets, and maintain economic and financial order and social stability.
(5) Enhanced Risk Monitoring. The People's Bank of China, China Securities Regulatory Commission, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, State Administration of Foreign Exchange, Cyberspace Administration of China, and other departments continue to improve monitoring techniques and system support, enhance cross-departmental data analysis and sharing, establish sound information sharing and cross-validation mechanisms, promptly grasp the risk situation of activities related to virtual currency and real-world asset tokenization. Local governments at all levels give full play to the role of local monitoring and early warning mechanisms. Local financial regulatory authorities, together with branches and agencies of the State Council's financial regulatory authorities, as well as departments of cyberspace and public security, ensure effective connection between online monitoring, offline investigation, and fund tracking, efficiently and accurately identify activities related to virtual currency and real-world asset tokenization, promptly share risk information, improve early warning information dissemination, verification, and rapid response mechanisms.
(6) Strengthened Oversight of Financial Institutions, Intermediaries, and Technology Service Providers. Financial institutions (including non-bank payment institutions) are prohibited from providing account opening, fund transfer, and clearing services for virtual currency-related business activities, issuing and selling financial products related to virtual currency, including virtual currency and related financial products in the scope of collateral, conducting insurance business related to virtual currency, or including virtual currency in the scope of insurance liability. Financial institutions (including non-bank payment institutions) are prohibited from providing custody, clearing, and settlement services for unauthorized real-world asset tokenization-related business and related financial products. Relevant intermediary institutions and information technology service providers are prohibited from providing intermediary, technical, or other services for unauthorized real-world asset tokenization-related businesses and related financial products.
(7) Enhanced Management of Internet Information Content and Access. Internet enterprises are prohibited from providing online business venues, commercial displays, marketing, advertising, or paid traffic diversion services for virtual currency and real-world asset tokenization-related business activities. Upon discovering clues of illegal activities, they should promptly report to relevant departments and provide technical support and assistance for related investigations and inquiries. Based on the clues transferred by the financial regulatory authorities, the cyberspace administration, telecommunications authorities, and public security departments should promptly close and deal with websites, mobile applications (including mini-programs), and public accounts engaged in virtual currency and real-world asset tokenization-related business activities in accordance with the law.
(8) Strengthened Entity Registration and Advertisement Management. Market supervision departments strengthen entity registration and management, and enterprise and individual business registrations must not contain terms such as "virtual currency," "virtual asset," "cryptocurrency," "crypto asset," "stablecoin," "real-world asset tokenization," or "RWA" in their names or business scopes. Market supervision departments, together with financial regulatory authorities, legally enhance the supervision of advertisements related to virtual currency and real-world asset tokenization, promptly investigating and handling relevant illegal advertisements.
（IX） Continued Rectification of Virtual Currency Mining Activities. The National Development and Reform Commission, together with relevant departments, strictly controls virtual currency mining activities, continuously promotes the rectification of virtual currency mining activities. The people's governments of various provinces take overall responsibility for the rectification of "mining" within their respective administrative regions. In accordance with the requirements of the National Development and Reform Commission and other departments in the "Notice on the Rectification of Virtual Currency Mining Activities" (NDRC Energy-saving Building [2021] No. 1283) and the provisions of the "Guidance Catalog for Industrial Structure Adjustment (2024 Edition)," a comprehensive review, investigation, and closure of existing virtual currency mining projects are conducted, new mining projects are strictly prohibited, and mining machine production enterprises are strictly prohibited from providing mining machine sales and other services within the country.
（X） Severe Crackdown on Related Illegal Financial Activities. Upon discovering clues to illegal financial activities related to virtual currency and the tokenization of real-world assets, local financial regulatory authorities, branches of the State Council's financial regulatory authorities, and other relevant departments promptly investigate, determine, and properly handle the issues in accordance with the law, and seriously hold the relevant entities and individuals legally responsible. Those suspected of crimes are transferred to the judicial authorities for processing according to the law.
（XI） Severe Crackdown on Related Illegal and Criminal Activities. The Ministry of Public Security, the People's Bank of China, the State Administration for Market Regulation, the China Banking and Insurance Regulatory Commission, the China Securities Regulatory Commission, as well as judicial and procuratorial organs, in accordance with their respective responsibilities, rigorously crack down on illegal and criminal activities related to virtual currency, the tokenization of real-world assets, such as fraud, money laundering, illegal business operations, pyramid schemes, illegal fundraising, and other illegal and criminal activities carried out under the guise of virtual currency, the tokenization of real-world assets, etc.
（XII） Strengthen Industry Self-discipline. Relevant industry associations should enhance membership management and policy advocacy, based on their own responsibilities, advocate and urge member units to resist illegal financial activities related to virtual currency and the tokenization of real-world assets. Member units that violate regulatory policies and industry self-discipline rules are to be disciplined in accordance with relevant self-regulatory management regulations. By leveraging various industry infrastructure, conduct risk monitoring related to virtual currency, the tokenization of real-world assets, and promptly transfer issue clues to relevant departments.
（XIII） Without the approval of relevant departments in accordance with the law and regulations, domestic entities and foreign entities controlled by them may not issue virtual currency overseas.
（XIV） Domestic entities engaging directly or indirectly in overseas external debt-based tokenization of real-world assets, or conducting asset securitization activities abroad based on domestic ownership rights, income rights, etc. (hereinafter referred to as domestic equity), should be strictly regulated in accordance with the principles of "same business, same risk, same rules." The National Development and Reform Commission, the China Securities Regulatory Commission, the State Administration of Foreign Exchange, and other relevant departments regulate it according to their respective responsibilities. For other forms of overseas real-world asset tokenization activities based on domestic equity by domestic entities, the China Securities Regulatory Commission, together with relevant departments, supervise according to their division of responsibilities. Without the consent and filing of relevant departments, no unit or individual may engage in the above-mentioned business.
(15) Overseas subsidiaries and branches of domestic financial institutions providing Real World Asset Tokenization-related services overseas shall do so legally and prudently. They shall have professional personnel and systems in place to effectively mitigate business risks, strictly implement customer onboarding, suitability management, anti-money laundering requirements, and incorporate them into the domestic financial institutions' compliance and risk management system. Intermediaries and information technology service providers offering Real World Asset Tokenization services abroad based on domestic equity or conducting Real World Asset Tokenization business in the form of overseas debt for domestic entities directly or indirectly venturing abroad must strictly comply with relevant laws and regulations. They should establish and improve relevant compliance and internal control systems in accordance with relevant normative requirements, strengthen business and risk control, and report the business developments to the relevant regulatory authorities for approval or filing.
(16) Strengthen organizational leadership and overall coordination. All departments and regions should attach great importance to the prevention of risks related to virtual currencies and Real World Asset Tokenization, strengthen organizational leadership, clarify work responsibilities, form a long-term effective working mechanism with centralized coordination, local implementation, and shared responsibilities, maintain high pressure, dynamically monitor risks, effectively prevent and mitigate risks in an orderly and efficient manner, legally protect the property security of the people, and make every effort to maintain economic and financial order and social stability.
(17) Widely carry out publicity and education. All departments, regions, and industry associations should make full use of various media and other communication channels to disseminate information through legal and policy interpretation, analysis of typical cases, and education on investment risks, etc. They should promote the illegality and harm of virtual currencies and Real World Asset Tokenization-related businesses and their manifestations, fully alert to potential risks and hidden dangers, and enhance public awareness and identification capabilities for risk prevention.
(18) Engaging in illegal financial activities related to virtual currencies and Real World Asset Tokenization in violation of this notice, as well as providing services for virtual currencies and Real World Asset Tokenization-related businesses, shall be punished in accordance with relevant regulations. If it constitutes a crime, criminal liability shall be pursued according to the law. For domestic entities and individuals who knowingly or should have known that overseas entities illegally provided virtual currency or Real World Asset Tokenization-related services to domestic entities and still assisted them, relevant responsibilities shall be pursued according to the law. If it constitutes a crime, criminal liability shall be pursued according to the law.
(19) If any unit or individual invests in virtual currencies, Real World Asset Tokens, and related financial products against public order and good customs, the relevant civil legal actions shall be invalid, and any resulting losses shall be borne by them. If there are suspicions of disrupting financial order and jeopardizing financial security, the relevant departments shall deal with them according to the law.
This notice shall enter into force upon the date of its issuance. The People's Bank of China and ten other departments' "Notice on Further Preventing and Dealing with the Risks of Virtual Currency Trading Speculation" (Yinfa [2021] No. 237) is hereby repealed.
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