Regulatory Dilemmas of Emerging Asset Models: A Case Study of Hainan Huatie

Recently, a Web3 experiment by a publicly listed A-share company has attracted widespread attention. This company launched two innovative products: one is an NFT tied to stock dividend rights, and the other is an RWA( real-world asset) based on device usage rights. At first glance, this seems to be a positive signal of traditional enterprises embracing digital innovation, but upon closer analysis, it reveals numerous legal and regulatory risks.

First, there is the highly anticipated NFT project. This NFT is not just a digital collectible, but it also promises the rights to brand promotion revenue for three consecutive years. As long as the holder activates and locks the NFT through the company's mini-program within the specified time, they can become a "Brand Promotion Ambassador" and receive cash earnings equivalent to the dividends of 50,000 shares of company stock each year from 2025 to 2027.

The core features of this model include: returns linked to company stock dividends; the need to reactivate qualifications every year; the company retains the right to interpret and the power to revoke qualifications; if users make statements deemed harmful to the brand image, their qualifications may be revoked. Essentially, this is more like an unequal agreement that exchanges behavioral constraints for rights to profits, rather than simply a digital collectible.

The second is the RWA project. The company claims to have partnered with a certain Web3 enterprise to complete the issuance of the first batch of 10 million non-financial RWA products. This product does not involve the transfer of ownership of the equipment, but rather "digitally maps" the usage and operational rights of the equipment, forming a structure similar to a "digital membership card." Users can transfer or consign these rights through blockchain technology while enjoying corresponding usage rights or benefits.

The key points of this RWA model are: digitizing usage rights rather than asset splitting; it does not constitute a transfer of ownership, thus temporarily avoiding securities regulation; assets are registered on-chain, but the realization of rights still relies on offline processes; a hybrid model of "equipment leasing + Web3 rights card" is used for market experimentation.

At first glance, these innovations seem to align well with the spirit of Web3, achieving both asset digitization and user incentives, while also driving short-term topic dissemination. However, the problem is that these "innovations" operate on the fringe of regulation, and even intentionally blur legal boundaries.

From a legal and regulatory perspective, this model has at least three major issues:

1. The equity structure is unclear, and the payment of returns overly relies on the company's willingness, making it difficult for users to effectively protect their rights. Whether it's the "dividend-equivalent returns" of NFTs or the "equipment usage rights" corresponding to RWAs, the final fulfillment lacks real legal contracts or smart contract support, completely depending on the company's unilateral rules and technical system. This model is essentially a one-sided commitment from the company; once there is a breach of contract or a change in rules, users will find themselves in a situation with no avenue for appeal.

2. Combining "speech censorship" with "incentive rewards" infringes on the principle of community autonomy. The company's regulation that users can lose their rights qualifications for posting unfavorable comments essentially constitutes a systematic suppression of users' freedom of expression. This is contrary to the ideals of freedom and autonomy advocated by Web3, and if widely imitated, could result in digital collectibles becoming corporate public relations tools.

3. The RWA structure blurs the boundaries of financial products and harbors the risk of "illegal disguised fundraising." Although the current design temporarily avoids certain regulatory red lines, its essence is still very close to "quasi-financial products." If the project's scale expands in the future, introducing more complex equity combinations or trading mechanisms, it is very likely to touch upon the forbidden zone of illegal public deposit absorption, especially against the backdrop of tightening financial regulation, making the risk non-negligible.

For ordinary users, it is important to recognize that this type of NFT is essentially just a qualification for participation in an activity, rather than a true property right or equity certificate. All rights lack legal protection and judicial enforceability, and the risk entirely relies on trust in the company.

For Web3 entrepreneurs, this model should not be viewed as an industry standard. Although it addresses issues of dissemination and popularity, it fails to properly handle legal ownership and user trust mechanisms. When designing RWA products, one should start from the structure of non-financial assets, while not neglecting key aspects such as compliance, contracts, and governance. NFTs can carry brand value and user interaction, but they cannot replace legitimate contracts, shares, and rights, otherwise it may lead to serious consequences.

Overall, although this case has sparked heated discussions in the short term and demonstrated a certain level of innovation, there are many legal and regulatory risks behind it. As industry participants, we should pursue genuine, legal, transparent, and sustainable innovation, rather than using "Web3 packaging" to cover up existing institutional defects and inequalities. Challenging regulatory red lines does not equate to a true institutional breakthrough; reckless advancement may lead to serious consequences. In exploring the Web3 space, we need to find a balance between innovation and compliance to promote the healthy and sustainable development of the industry.