Web3 Lawyer Interpretation: From regulatory structure to market significance, how did Hong Kong do it?
転載元： chaincatcher
06/18/2025·6DOriginal authors: Guo Fangxin, Sha Jun, Encrypted Saru
2025 can be regarded as the first year of stablecoin. On May 21, Hong Kong successively completed the "Stable Coin Bill" (second and third reading procedures, which were officially passed by the Legislative Council. Later, the "Stable Coin Bill" (hereinafter referred to as the "Regulations") was issued on May 29, 2025, and announced that it will take effect on August 1. This incident triggered a craze inside and outside the circle, and Crypto Saruta has also received a lot of relevant consultations. We found that everyone is generally concerned about what practical benefits this bill can bring and what impact it will have on the Web3 circle; we also hope to understand whether it is necessary for you to devote yourself to the construction of stablecoins as a participant in the upstream and downstream of the industrial chain to participate in the construction of stablecoins and what angles should you try to enter; if you intend to issue compliant stablecoins as a licensed institution, how should you apply for a relevant license...
Before this, crypto salad has made a detailed interpretation of the core concepts such as the definition, characteristics, and functions of stablecoins. For details, please see: "Web3 Lawyer Interpretation: Are stablecoins necessarily stable? Why are stablecoins so important? 》; At the same time, the regulatory priorities of stablecoins were also discussed, and the respective stablecoin regulatory frameworks of the United States and Hong Kong were compared in depth. For details, please see: " Web3 Lawyers' In-depth Interpretation: What are the key points of stablecoin supervision? What are the differences in the regulatory frameworks of stablecoins in the United States and Hong Kong? 》.
In this article, the crypto salad no longer describes the connotation and value of the stablecoin itself, but will focus on the new Hong Kong Ordinance and sort it out in more detail to explore the answers to the following questions:
·What are the minimum requirements to meet when applying for a stablecoin license?
· What can I do with a stablecoin license?
· How are the specific provisions on the reserve asset management and redemption mechanism?
· What impact does stablecoins have on RMB cross-border payments
·What does the passage of the Regulations mean to the industry? Will Hong Kong's financial market structure change drastically?
1. Interpretation of the regulatory framework of Hong Kong's Stablecoin
Ordinance
1. Which stablecoin is regulated in Hong Kong?
The essence of a stablecoin is a crypto asset that achieves price stability through specific mechanisms, such as anchoring reserve assets. The Regulations clearly define stablecoins: Stablecoins are digital value protected in encryption, with the following characteristics:
· Its value is expressed as a unit of calculation or form of economic storage;
· Used to pay, pay off debts or investments;
· It can be transferred, stored or traded electronically;
· Run on a distributed account or similar technology;
· Its value is superficially anchored to an asset or asset portfolio.
At the same time, the Regulations specifically exclude some forms of digital value that are not within their regulatory scope, such as digital currencies issued by central banks and related banks, points systems as limited-purpose tokens, assets deemed to be securities or futures contracts (such as securities tokens), stored value amounts regulated by the Payment Systems and Stored Value Payment Instruments Regulations, and traditional bank deposits.
However, the Ordinance does not regulate all stablecoins, and it narrows its regulatory targets to " specified stablecoins" operating in Hong Kong. Indicates that stablecoins are unique to the Hong Kong government. According to the definition of Article 4 of the Ordinance, a stablecoin refers to a stablecoin that completely refers to one or more official currencies, a calculation unit or a form of economic store of value specified in the announcement of the HKMA, or a combination of the above two to maintain its stable value. In fact, it is the fiat currency pegged stablecoin we commonly call (hereinafter referred to as "fiat currency stablecoin").
It can be seen that the Hong Kong government has chosen to focus on payment functions, because fiat currency stablecoins are the most likely stablecoins to be circulated in the financial trading market as "quasi-currency". When stablecoins become a common payment tool and expand their usage scale, once a bank run or dean occurs, it will inevitably affect the entire financial ecosystem. Therefore, the demand and requirements for stablecoin supervision are very high. In addition, the Regulations clearly restrict licensees from paying interest on specified stablecoins issued by them, reducing the inevitability of being considered a savings financial product. Other stable currencies that are not used for payment and whose currency value is not stable enough, such as algorithmic stablecoins, are not within the targets of this first round of supervision.
2. Which stablecoin activities are restricted?
After the Ordinance is passed, anyone who conducts or indicates that he or she engages in regulated stablecoin activities must hold a license. One of the regulatory cores of the Ordinance is to define which activities belong to "regulated stablecoin activities", and in Article 5, a clear scope of restricted activities is given at this stage:
(1) Issuing designated stablecoins in Hong Kong;
(2) Issuing specified stablecoins anchored to Hong Kong dollars in areas outside Hong Kong (regardless of reference ratio);
(3) The Financial Management Commissioner announces the activities specified after consulting with the Financial Secretary;
(4) Actively promote yourself or seem to carry out the above activities to the public.
In addition, Part 2 of the Ordinance also provides detailed provisions on other regulatory scopes for specified stablecoins:
Offer or show yourself offer specified stablecoin:
· Advertise for regulated stablecoin activities and the above offers;
· Fraudulent or deceptive activities involved or committed in relation to the transaction of specified stablecoin or to induce others to enter into an agreement to obtain, dispose, subscribe or underwrite the specified stablecoin.
Overall, the Regulations focus on the issuance, distribution, and retail of stablecoins. A series of restrictions on "offer" and "advertising" are all aimed at limiting stablecoins to the category of "payment tools" and cannot be packaged as hypeable investment products. The roles of issuers, platform operators, wallet service providers, etc. are all included in the regulatory system to ensure that the entire chain of the stablecoin ecosystem is regulated.
From the perspective of jurisdiction, the Hong Kong government not only regulates the stablecoins issued in Hong Kong, but also includes the issuance of stablecoins anchored to the Hong Kong dollar outside Hong Kong in supervision. Even if the issuance does not occur locally in Hong Kong, as long as the stablecoins issued are pegged to the Hong Kong dollar, even regardless of the reference ratio, they will be regarded as having potential local financial influence and included in the supervision. This arrangement reflects Hong Kong 's high attention to monetary sovereignty and financial stability, and prevent unauthorized digital assets from using the name of "anchoring the Hong Kong dollar" to mislead the public for profit in the market.
3. How to apply for a stablecoin license?
The licensing system is the core regulatory mechanism established by the Regulations. Any company that issues, manages or distributes specified stablecoins in Hong Kong or accredited institution established as a corporation outside Hong Kong must submit a formal license application to the Financial Management Commissioner. The regulations do not set up many different licenses, but are based on a unified license, and differentiated conditions are attached when the license is approved based on the specific business and risk characteristics of the applicant.
The approval process for licenses is relatively simple. You can apply directly to the financial management specialist and wait for them to sever. The main focus of the review by the Financial Management Specialist is whether the applicant meets the "minimum standards" stated in Schedule 2, and the specific conditions are as follows:
(1) Have sufficient financial resources and current assets
The applicant is required to pay an equivalent amount of HKD 25 million or other currencies; or hold other financial resources worth HKD 25 million or more, with approval from the Financial Management Specialist.
(2) Allocation of corresponding reserve assets
In order to ensure the credibility and redemption ability of stablecoins, licensees must follow the following conditions when allocating the reserve assets corresponding to stablecoins:
· Asset isolation: The reserve asset portfolio is separated from the other reserve asset portfolios maintained by the licensee and is not affected by the licensee's own other debts or operating conditions. In addition, reserve assets should also be independent of the licensee's other assets in the company, ensuring legal and financial isolation;
· Redemption guarantee: The market value of reserve assets is no less than the total face value of the unredeemed stablecoins in the market, and the guarantee is fully covered and can be redeemed at any time;
· Anchoring HKD assets: Unless prior written approval from the Financial Management Commissioner, reserve assets must be directly referenced to the same reference assets anchored by the specified stablecoin;
· The reserve asset portfolio must have high quality and high liquidity, and have the lowest investment risk;
· Licensed persons must establish risk management and internal audit systems;
Licensors must disclose the following information to the public:
· Management policies for its reserve assets;
·The risks and assessment methods that this strategy may bring;
· The composition and market value of its reserve assets;
· The results of regular independent audits of its reserve assets and audits.
· Licensed persons must have sound management and control systems.
(3) Establish a redemption mechanism
The licensee shall provide redemption rights to each holder of the specified stablecoin issued by it and shall not attach excessively strict conditions to limit the redemption of the specified stablecoin. No related fees shall be charged for redemption.
(4) Appropriate candidates
Appropriate candidates refer to the CEO, director, stablecoin manager or controller of the licensee. The licensee must have and implement sound and appropriate control systems to ensure that the Financial Management Specialist has identified the identity of each controller of the licensee.
(5) Management requirements
Managers need to have the corresponding professional knowledge and experience, and licensees also need to manage this accordingly.
(6) Prudent and risk management
Licensors must set up and implement sound and appropriate risk management policies and procedures to manage risks arising from the licensing stablecoin activities with the licensee, including: security measures and internal risk control, effective methods for detecting fraud and attempted fraud.
(7) Measures to combat money laundering and terrorist fundraising
Licensors must set up and implement sound and appropriate control systems to prevent and combat money laundering or terrorist fundraising that may occur in connection with their licensed stablecoin activities.
(8) Business Activities Requirements
Licensors must have special and sufficient resources to carry out licensed stablecoin activities. Any activities other than licensed stablecoin must be approved by the Financial Management Specialist.
(9) Information disclosure requirements
Licensors must publish a white paper on each specified stablecoin issued by them to provide comprehensive and transparent information on such specified stablecoins. Moreover, the licensee must provide information on the licensee's complaint handling and compensation mechanism to the stablecoin holder it is issued.
(10) Recovery plan and orderly reduction of scale
Licensors must have and implement sound and appropriate control systems to make appropriate plans to support critical functions that can restore stablecoin activities even in the event of significant operational interference. It can be seen that the Hong Kong government has maintained consistent high standards and strict requirements for applicants for stablecoin licenses. For institutions that plan to apply for a stablecoin license, they need to realize that this is not only a license application process, but a comprehensive test of the company's capital strength, compliance capabilities, and risk control system.
4. What are the compliance obligations of licensees?
Once a license is obtained, the licensee must travel a series of ongoing compliance obligations, and violators may face sanctions, revocation of their licenses or even criminal liability. The main obligations include:
(1) Pay annual fee obligation
The annual licence fee is HK$113,020 and the licensee shall pay the first licence fee within 14 days after the effective date stated in the written notice of the application for granting, and thereafter shall pay the same amount of annual fee before that date.
(2) Public display license number
Licensees must publicly state the license number on any information containing licensed stablecoin activities and on the user-facing application interface.
(3) Continuously meet the minimum standards
Any licensee who fails to maintain the "minimum standard" or believes that he or she has a high probability of being unable to fulfill his or her obligations, is insolvent or is about to suspend payment, must promptly and proactively report to the Financial Management Commissioner and provide all relevant facts, circumstances and information, otherwise he or she may face a serious conviction.
(4) Obligation for reporting data changes
Related changes such as address, business nature, equity structure, etc. must be reported in a timely manner, otherwise they will face fines and other penalties. It is worth mentioning that obtaining a license is not a "one-and-all" approach. According to Article 19 of the Regulations, the Financial Management Specialist can still temporarily attach and modify the licensing conditions based on market risk changes or regulatory assessment results. The licensee must make a written statement to him within the time period set by the Specialist to explain the conditions attached or modified.
It can be seen that the Regulations have high requirements for the financial strength of licensees, which is more suitable for enterprises with abundant funds and large assets to make medium- and long-term layouts from a strategic level. For medium-sized enterprises, if they want to invest their main resources in stablecoin issuance projects, it is recommended to fully evaluate feasibility and sustainability before making decisions. Because not only does it require actual payment of equity or equivalent assets of no less than HK$25 million as the threshold, it also requires high-quality reserve assets of equal value and bear various compliance, audit and system maintenance costs during the operation of stablecoin, long-term investment cannot be underestimated.
**5. How are the cancellation, revocation and suspension mechanisms for
licenses stipulated?**
If the licensee no longer meets regulatory requirements, the Ordinance also gives the Monetary Authority quite extensive access to the intervention:
· Temporary revocation of the license: If the Financial Management Specialist believes that a reason for revoking the license specified in Schedule 4 above exists, he may issue a written notice to the relevant licensee to revoke the license for no more than 6 months. During the temporary revocation period, the licensee shall not conduct related business activities, and violators will be fined and imprisoned.
· Actively revoke the license: The reasons for revoking the license are detailed in Schedule 4, including the licensee's bankruptcy, false declaration of information, violation of the licensee's conditions or substantial suspension of business activities, etc.
6. What guarantees does the Regulations provide for users of stablecoins?
The Regulations are not only a regulatory tool for issuers and practitioners, but also a legal guarantee mechanism for terminal users of stablecoins. The Hong Kong government has established a number of core arrangements for user protection in the "Regulations". In this article, the Encrypted Salad lists two of the most important sectors to help users fully understand their own rights and potential risks.
Strictly regulate the publicity and marketing behavior of licensees
Article 10 of the Ordinance expressly prohibits any unlicensed person from advertising to the public regarding stablecoin activities or offer. Whether it is offline promotion, online social media marketing, or promotion through third-party platforms, it falls under the scope of supervision. Article 12 further provides that any act of inducing others to obtain specified stablecoins will constitute a criminal offence if it involves false statements, concealing risks, exaggerating returns, etc. Even if the inducement does not ultimately lead to the transaction being concluded, it may still be held accountable in accordance with the law.
User rights protection mechanism
The most important thing that stablecoin holders are the value security and redemption guarantee of stablecoins. The Regulations have established a relatively stable protection mechanism for this point. The Ordinance requires licensees to have sufficient reserve assets to support the value of stablecoins they issue. These assets must be real, have high liquidity, and can be redeemed in a timely manner when the user initiates a redemption request. In addition, the issuer should have an audit mechanism to regularly review the matching degree between the reserve assets and the total issuance of stablecoins by qualified third parties to prevent the empty capital pool or mismatch of funds. Under normal operating conditions, licensees shall not suspend redemption, delay processing or set strict redemption thresholds without reason. If redemption difficulties occur, you must report to the Financial Management Specialist immediately.
Overall, the Regulations have made systematic and in-depth provisions on the compliance framework and user protection mechanism of the stablecoin industry. For investors, the most important thing is to learn to identify licensed stablecoin issuers and rationally participate in stablecoin trading and holding behaviors. With the official implementation of the Regulations, those marginal projects and niche stablecoins that do not meet the licensed standards will inevitably face the risk of market clearance or even collapse. Investors should be highly vigilant and do not blindly chase high prices or trust unauthorized product promotion.
7. How wide is the regulatory authority of the HKMA?
Through the above review, it can be clearly seen that the role of the financial management specialist is important in Hong Kong's stablecoin regulatory structure. This means that the HKMA not only assumes the administrative role of approving licenses, but also holds the real power of extensive supervision, investigation and direct intervention. In general, the financial management specialist has the authority to approve and issue licenses; daily supervision authority; and when the licensee encounters major business risks, he has the power to directly investigate and collect evidence.
Under Part 5 of the Ordinance, the Monetary Authority may conduct an investigation directly and may direct or conduct a specific investigation by the investigator. The investigator may request to provide evidence, information or explanation to the licensee under investigation, and the investigator may apply to the Court of First Instance. This series of regulations shows that the HKMA covers almost all regulatory authority over stablecoins. The key is that it has the right to investigate "quasi-judicial" and has a high deterrence and execution ability.
Crypto salad summary:
For projects who are interested in participating in the Hong Kong stablecoin market as licensees , the Ordinance provides a clear framework and path for compliance operations. They only need to evaluate their own capital and have a clear understanding of the difficulty and continuous expenditure of license application and subsequent compliance maintenance.
For most projects who do not intend to apply for a license directly but want to participate in the stablecoin ecosystem , cooperating with institutions that have obtained or are applying for a license is an ideal path to enter the market and expand their digital finance business. Such cooperation can cover multiple levels, such as providing technical support, hosting services, payment integration solutions, cross-border clearing capabilities, or co-building compliance wallets and transaction interfaces as ecological partners. Especially for companies in payment, Web3 infrastructure, cross-border e-commerce and compliance custody, they can ensure that their business is implemented in compliance through in-depth collaboration with licensed institutions, and at the same time quickly enter the regulatoryly recognized stablecoin circulation system.
The Regulations stipulate that licensed institutions must disclose licensing information in both official and public channels, so at this point, it is easier for the project party to identify "true licensees". However, choosing a trusted stablecoin licensed institution as a partner should not only satisfy the superficial condition of the other party's "licensed". What is more important is to comprehensively evaluate its business strength, compliance level and cooperation potential.
For example, the security and transparency of licensees' reserve assets are crucial. The ideal partner should have a full coverage of 1:1 assets and regularly publish third-party audited reports to clarify the reserve currency, custodian and risk status. At the same time, whether there is a stable redemption mechanism is also one of the criteria for judging. The project party should pay attention to whether it supports barrier-free redemption at any time and avoid future liquidity risks. Finally, the project party should also examine the actual influence of the institution in the market, such as whether it has been connected to mainstream wallets, exchanges or payment channels, community reputation, and other factors.
2. What is the significance of the "Stablecoin Bill"?
1. The significance of policy level
In the traditional financial system, the right to issue currency, also known as the right to mint coins, has always been controlled by the state. But entering the era of digital currency, this power is facing challenges. Hong Kong's establishment of a stablecoin regulatory system through local laws is essentially seizing the "digital minting rights", especially anchoring the legal status of stablecoins with the Hong Kong dollar.
2. What it means to the Web3 world
Although the Hong Kong government has designated stablecoins as payment tools, in the Web3 context, stablecoins are still the key link between traditional assets and crypto assets on and off the chain. The institutionalization of stablecoins is the key to promoting the end-to-end closed loop of RWA. Under this system, perhaps the role of stablecoins is far more than payment and settlement: whether it can run through the entire process of asset generation, subscription, holding and circulation exchange in the future is a question worth looking forward to. With the establishment of the compliance framework, stablecoins are expected to become the "native capital layer" of RWA, reducing dependence on traditional fiat currency systems, and improving on-chain financial efficiency and transparency.
In terms of usage scenarios, international trade remains the largest potential market for stablecoins. Real issues such as cross-border settlement efficiency, foreign exchange costs, and sanctions evasion are constantly driving up enterprises' interest in on-chain stablecoin tools. According to statistics, stablecoins achieved significant growth in 2024, with remittances exceeding the sum of Visa and Mastercard. Compliance brings scale and institutional participation to it, which is the starting point for the real commercialization of the project.
For native Web3 projects, the biggest impact is not being regulated, but being included in a channel to reach larger assets. In the current context of increasingly scarce "in-chain liquidity", obtaining a compliant identity means connecting with institutional investors, RWA assets, and traditional financial systems to participate in higher quality and more explosive liquidity releases.
3. Is it possible for RMB stablecoin to be implemented?
Has the implementation of Hong Kong's stablecoin regulation opened up room for policy imagination for the "renminbi stablecoin"? Although the RMB stablecoin is currently a sensitive topic, its long-term potential cannot be ignored. Crypto Sarula believes that if suitable RWA targets (such as energy, minerals, overseas bonds, etc.) can be found in the future and provide a stable circulation carrier for RMB stablecoins, its usage logic will be more established. Hong Kong may become a "policy buffer zone" between the RMB stablecoin and the international Web3 market.
Although Hong Kong is the first to legislate, if you look at the mainland market, stablecoins still face highly complex regulatory challenges. Due to concerns about financial sanctions and dependence on the US dollar system, many companies already have a realistic need to use "non-dollar settlement tools". But for regulators, liberalizing stablecoins means facing:
· The controllability of capital flows and cross-border settlement;
· Pressure on foreign exchange control and financial stability;
· Control over data and financial information security issues;
· How to interact and misalign with the existing system of digital RMB;
Therefore, Crypto Sarule believes that the mainland is unlikely to replicate Hong Kong 's practices in the short term, but Hong Kong's "test field" experience may provide a blueprint for a larger-scale digital financial strategy exploration in the future.
III. Conclusion
With the official implementation of the Ordinance, Hong Kong has undoubtedly taken a key step in the global stablecoin regulatory competition. This is not only an innovation in local financial policies, but also a strategic test of the entire Web3 ecosystem, RWA and even the global monetary structure. Although in this article, Crypto Salad has interpreted the key terms of the Regulations in detail, we believe that what is really worth paying attention to is not how a certain article stipulates it, but that a brand new institutional space is opening up. At a time when global digital currency policies have not yet been unified, Hong Kong has given a clear roadmap: legalize, systematic and industrialize stablecoins. This is both a challenge and an opportunity for the entire Web3 world.
