To Buy and Sell Tokenised product in Hong Kong: What do Primary Subscription & Secondary Trading mean?

RWA (Real World Assets) refers to real-world assets — such as fund units, bonds, gold, equities or income rights — whose ownership or interests are recorded on the blockchain through tokens. In Hong Kong, what can genuinely achieve scale is not “tokenising anything and everything”, but: which category of asset, sold to whom, where subscription takes place, and whether it can change hands again on a licensed platform.

On 20 April 2026, the Securities and Futures Commission (SFC) published two key circulars on the same day, dealing respectively with the primary arrangements for tokenised SFC-authorised investment products and secondary trading on licensed VATPs. Among the world’s major financial centres, this is one of the more complete attempts to write into rules how “a fund, once tokenised, can change hands on a regulated platform”.

First, be clear which layer you are buying into

Primary: you subscribe to or redeem from the product issuer or its appointed distributor. The price is generally referenced to the net asset value (NAV), and there are cut-off times, minimum subscription amounts and settlement cycles.

Secondary: on a licensed VATP’s order book, you buy from or sell to other investors tokenised units that have already been issued. The price is determined by buyers and sellers, and may be higher or lower than the real-time indicative NAV (iNAV).

The same tokenised money market fund can have both of these layers at the same time. Much of the misunderstanding comes from treating the secondary traded price as the “official NAV”.

Four things investors should really look at in the 2026 secondary rules

Under the framework set out in the published circulars, secondary trading is not a matter of “listing whenever one wants”:

1. Channel: secondary trades should be executed through screen-based automatic order matching on a licensed VATP, rather than a lawful change of ownership being completed simply by transferring coins privately between wallets.

2. Funds or positions: before placing an order, the account must hold sufficient funds or positions that can be delivered for settlement.

3. Price-deviation alerts: where the proposed traded price deviates materially from the real-time or near-real-time iNAV, the platform should alert investors in its interface. This is not a prohibition on execution, but is intended to prevent investors from unknowingly reading a “fund price” as a “market price”.

4. Market makers: each tokenised product with secondary trading enabled must have at least one liquidity provider; a market maker must give advance notice before exiting, and the product provider must have contingency arrangements in place.

In other words, the regulator accepts that tokenised products can be traded 24/7, but requires that the market structure still look like a regulated fund market — not a meme coin market with no market makers.

The primary layer still matters: the redemption right has not disappeared

However good secondary liquidity is, the essence of an open-ended fund remains whether you can ultimately redeem from the issuer in accordance with the rules. If the secondary market temporarily loses its buy/sell spread, primary redemption (where still open) is the institutional fall-back for exiting.

Before investing, confirm in the product documents:

– who the issuer, the custodian and the distributor are

– the subscription/redemption days and the time by which funds are credited

– whether the primary layer is suspended at the same time as the secondary layer

– stablecoin or fiat settlement arrangements

Not all “RWA” can go through this secondary framework

The SFC’s 2026 framework first targets tokenised SFC-authorised investment products; in the initial stage, the market expects tokenised money market funds to be the main category, with expansion to follow depending on operational experience.

The following types are often called RWA, but do not necessarily fall under the same set of secondary rules:

– tokenised credit, private equity or pre-IPO structures privately placed to Professional Investors only

– synthetic exposures or perpetual contracts on overseas platforms

– “income certificates” that are not authorised in Hong Kong and are self-minted on public blockchains only

They may legitimately exist under their respective exemptions or overseas rules, but merely because they are all called RWA, one cannot assume that they can change hands as freely as shares on a Hong Kong VATP.

The relationship with EX.IO

As a licensed VATP that also holds a Type 1 (dealing in securities) licence, EX.IO can, in regulatory terms, serve as a trading and distribution node for tokenised products: primary subscription/distribution, secondary trading (where the product has been approved to be offered/traded on the platform), and related custody arrangements. The platform has announced that its listed tokenised products cover categories including gold, bonds, money market funds and equity-linked products; the specific list and investor eligibility are as set out in the product pages and the sales documents.

For the tokenised versions of most non-retail authorised funds, the default audience is Professional Investors.

FAQ

Q: If the secondary price is below the NAV, does that mean I am losing money?

A: The secondary price is a market price, whereas the NAV/iNAV is the portfolio valuation. A discount may stem from liquidity, trading hours or market sentiment, and does not automatically mean that there is something wrong with the fund’s assets — but before transacting, you should look at the deviation alerts and the product documents.

Q: Can I buy tokenised funds at the weekend?

A: If secondary trading of the product has been enabled on a VATP, trades could in theory be executed while conventional exchanges are closed. That is precisely one of the purposes the SFC has publicly explained for this framework. Whether an order can actually be placed still depends on whether the platform and the product are genuinely open.

Q: Does having a market maker mean I will definitely be able to sell?

A: No. A market maker reduces the likelihood of there being “no counterparty at all”; it does not guarantee the price or the quantity you want.

Q: Can retail investors now buy all RWA?

A: No. The published secondary framework currently focuses on authorised tokenised investment products; many RWA structures remain limited to Professional Investors.

Disclaimer

This article is a general explanation of the published regulatory framework and does not constitute an offer, recommendation or investment advice in respect of any tokenised product. The details of the circulars and product eligibility are as set out in the SFC’s original text and the offering documents, which prevail.