Nhìn nhận xu hướng quản lý RWA từ chính sách mới về token hóa cổ phiếu của SEC: Tăng tốc hội nhập giữa tài chính truyền thống và DeFi

美国证券交易委员会（SEC）近期释放明确信号，拟通过“创新豁免”框架允许代币化股票在去中心化金融（DeFi）环境中交易。这一动作并非孤立政策调整，而是监管机构对现实世界资产（RWA）上链浪潮的系统性回应。

Long-term, tokenized assets face core obstacles not in technical capability but in compliance pathways. Any tokenized version of traditional securities entering public trading scenarios can easily touch on securities laws and exchange regulatory red lines. The core breakthrough of the SEC’s framework lies in: no longer requiring each issuance of tokenized stocks to obtain explicit authorization from the original listing company, but establishing a universal compliance channel applicable to multiple asset classes.

This shift signifies a regulatory logic evolution from “case-by-case approval” to “pre-established rules.” For RWA on-chain, expected compliance costs are greatly reduced, allowing asset issuers and DeFi protocols to design product structures within clear boundaries.

How dual conditions change the issuance logic of tokenized stocks

The proposed SEC framework sets two seemingly contradictory but actually mutually supporting core conditions: allowing third parties to issue tokenized stocks without prior authorization from the listed company, while mandating that such tokenized stocks must provide complete shareholder rights, including voting and dividends.

The first condition breaks the traditional financial convention that “asset issuance must be authorized by the original rights holder.” In the on-chain environment, any third party holding sufficient underlying stocks can issue corresponding tokenized stocks through compliant custody and tokenization protocols. This mechanism significantly lowers the entry barrier for assets to go on-chain, enabling liquidity providers to operate without relying on the cooperation willingness of listed companies.

The second condition ensures that token holders obtain a legal status equivalent to traditional shareholders. Tokenized stocks are not “diluted” assets but are bound by smart contracts and legal agreements, embedding rights such as dividend distribution and voting proxy into the token standard. This design eliminates long-standing market concerns about “hollowed-out” rights in tokenized assets.

How this breakthrough will connect DeFi with real-world asset liquidity

DeFi ecosystem has long been constrained by the “native crypto asset internal circulation” dilemma. Stablecoins, lending, derivatives protocols heavily depend on ETH, BTC, and other crypto assets as underlying collateral, lacking deep connection bridges with traditional economies.

Once tokenized stocks enter DeFi at scale, at least three liquidity structure changes are expected. First, traditional stocks can serve as high-quality collateral in lending protocols, with price volatility and liquidation mechanisms superior to most native crypto assets. Second, tokenized stocks can be directly exchanged with stablecoins or other tokenized assets on decentralized exchanges (DEX), forming an on-chain stock trading market. Third, liquidity pools can be built around tokenized stocks to develop yield strategies such as staking dividends, liquidity mining, and arbitrage trading.

The realization of these scenarios depends on a regulatory framework providing sufficient trading legality. Once SEC’s exemption pathway is officially effective, DeFi protocols will gain the first institutional basis for compliant access to the trillion-dollar traditional stock market.

Will traditional financial intermediaries disappear or transform?

The feature that tokenized stocks do not require prior authorization from the listed company sparks discussions on the value of traditional financial intermediaries. From logical deduction, intermediaries will not vanish but will undergo profound transformation.

Central securities depositories, transfer agents, and brokers currently handle asset confirmation, clearing, settlement, and compliance review. On-chain, smart contracts and distributed ledgers can automate some functions, such as locking underlying stocks via custody contracts and issuing tokenized certificates. However, key functions—physical custody of underlying assets, legal transfer of dividend funds, proxy voting—still depend on qualified traditional institutions.

A more likely evolution path is: traditional intermediaries shift from “process controllers” to “service providers.” They no longer monopolize every step of asset circulation but offer specialized services like custody endorsement, legal compliance, and rights enforcement for on-chain protocols, thus gaining new revenue streams.

Distribution characteristics of existing on-chain tokenized stocks

As of May 2026, the on-chain tokenized stock market has formed an initial ecosystem matrix. In terms of asset types, large-cap tech stocks (e.g., Apple, Microsoft, NVIDIA) and broad index ETFs (e.g., SPY, QQQ) dominate, due to their high liquidity and broad market recognition.

In terms of implementation methods, different platforms show clear differences in shareholder rights enforcement paths. Some adopt a “custody + certificate” model: underlying stocks are held by compliant custodians, with on-chain tokens serving as rights certificates; dividends and voting are executed through traditional channels and then mapped back to token holders. Others attempt to encode voting rights directly into token contracts, allowing holders to submit on-chain voting instructions, which are then aggregated and transmitted to shareholder meetings.

Currently, there is no unified standard for rights realization, making this diversity both an innovation feature and a regulatory arbitrage risk. SEC’s mandatory shareholder rights requirements will push the market toward convergence on at least a few approved compliant solutions.

Practical execution difficulties in on-chain shareholder rights

While the provision of voting and dividend rights on paper is clear, there are multiple operational challenges in on-chain execution.

The core challenge for dividend rights lies in timing synchronization and identity verification. Traditional stock dividend registration dates, ex-dividend dates, and payout dates are set by the listed company; tokenized stocks need to precisely align these time points within smart contracts. Additionally, dividends are paid in fiat currency, but token holders expect dividends in stablecoins or native tokens, involving fiat-to-crypto conversion and cross-chain transfer costs.

Voting rights face difficulties mainly in identity mapping and execution efficiency. Listed companies require voters to have legal shareholder identities, but blockchain addresses are typically pseudonymous. Feasible solutions include mapping addresses to verified identities via compliant custody institutions or adopting proxy voting models, where licensed institutions vote according to on-chain instructions from token holders.

These execution challenges are not insurmountable but require SEC to provide further technical guidance and exemption protections to reduce legal risks of compliance experiments.

Will this framework become a regulatory model for other RWA categories?

Tokenized stocks are among the most complex RWA categories in terms of compliance, as they directly involve securities law, corporate law, and investor protection. If SEC successfully establishes an operational exemption pathway for tokenized stocks, this regulatory framework is highly likely to be extended to other RWA categories such as bonds, fund shares, and commodity certificates.

The core differences among asset classes lie in rights definitions and regulatory attribution. Bonds focus on coupon payments and maturity redemption; fund shares emphasize net asset value calculation and redemption mechanisms; commodity certificates concern storage and quality inspection. The “no authorization issuance + mandatory rights on-chain” dual-condition model established in tokenized stocks is essentially a parameterizable compliance framework.

Future evolution paths may include: SEC issuing differentiated exemption rules for various asset classes, while sharing the same underlying logic—allowing third parties to issue tokenized versions based on legally held underlying assets and enabling free trading within compliant DeFi environments under investor protection.

Summary

SEC’s plan to enable tokenized stocks to be traded in DeFi marks a significant regulatory breakthrough for large-scale RWA on-chain. By “allowing third-party issuance without prior company approval” and “mandating the provision of voting and dividend rights,” regulators have found a feasible balance between lowering on-chain asset entry barriers and protecting investor rights. This framework will push DeFi ecosystems from internal crypto circulation toward deeper integration with traditional finance, while also compelling custody, clearing, and rights enforcement intermediaries to evolve toward on-chain compliance. Although specific technical execution of shareholder rights remains challenging, the experience gained from tokenized stocks is likely to serve as a regulatory template for bonds, funds, and other RWA categories, paving the way for compliant trillion-dollar asset on-chain.

FAQ

Q: What is the fundamental difference between tokenized stocks and traditional American Depositary Receipts (ADRs)?

A: ADRs are traditional financial instruments issued by banks, representing the equity rights of foreign companies listed in the U.S., with issuance and trading conducted within the traditional securities system. Tokenized stocks are digitized assets realized via blockchain technology, allowing direct trading, collateralization, or bundling within DeFi protocols without traditional clearing and settlement. Both are similar in asset attributes but differ significantly in transfer efficiency and programmability.

Q: How are shareholder rights (voting and dividends) implemented and executed on-chain via smart contracts?

A: Dividend rights are typically realized through a “fiat-stablecoin” conversion path: custodians receive fiat dividends from the listed company, convert them into stablecoins via compliant channels, and distribute proportionally to token holders’ addresses. Voting rights are often implemented via proxy voting: token holders submit on-chain instructions, licensed institutions collect instructions and vote at shareholder meetings, then publish results on-chain. Both methods require a legal agreement and code logic binding.

Q: How can ordinary investors participate in DeFi trading of tokenized stocks?

A: Investors need to access tokenized stocks through compliant channels (regulated exchanges or brokers), then transfer these assets into DeFi protocols supporting tokenized stock trading. The specific process depends on platform onboarding and compliance arrangements. Investors should prioritize protocols with regulatory approval or exemption status to avoid unlicensed issuance. Real-time market data and trading pairs can be checked via Gate or similar platforms.

Q: Do listed companies have the right to oppose third-party issuance of their stocks in tokenized form?

A: According to the SEC’s proposed exemption framework, qualified third-party issuers can issue tokenized stocks without prior approval from the listed company if they meet core conditions like providing shareholder rights. This means the company does not have a “veto right.” However, companies can still express positions through public statements, investor education, or legal actions. Ultimately, compliance depends on whether the issuance scheme strictly follows SEC’s exemption conditions.