從黃蜂哥NFT到千萬RWA，解析海南華鐵雙重爭議

Author: Liu Honglin

In the past few days, Hainan Huatie has suddenly become a common topic in the Web3 circle and the A-share community.

On one hand, the floor price of "Brother Hornet NFT" rose from 200 yuan to nearly 15,000 yuan in three days, sweeping the digital collection circle; on the other hand, the company officially announced the completion of the first batch of 10 million yuan of non-financial RWA (real world asset) product issuance, and the partner is the well-known licensed Web3 enterprise Weiyi Digital in the industry. In the eyes of many onlookers who don't know the truth, this seems to be a new signal of "listed companies entering Web3" and a model of "on-chain assets + equity dividends".

Laymen watch the excitement, while experts look at the door. Hainan Huatie's seemingly innovative gameplay, from NFT to RWA, is actually "wandering" on the edge of law and regulation.

Lawyer Honglin’s personal opinion is that the South China Railway case is not a compliance pilot worthy of encouragement, but may instead become a typical case of future risk outbreaks.

From NFT to RWA: What on earth is Hainan Huatie trying to do?

First, let’s talk about NFT, which is “Wasp Brother”.

This NFT is not a simple digital collection, but is bound to the right to "brand promotion income" for three consecutive years. According to the official rules released by the company in July, as long as users activate and lock NFT through the "Hua Tie Hornet" WeChat applet between July 26 and August 1, they will automatically become "brand promotion ambassadors" and can receive cash income "equivalent to the dividend amount of 50,000 shares of Hainan Hua Tie stock" every year for three consecutive years from 2025 to 2027.

The key points of this model are:

• The amount of income is linked to the company's stock dividends;
• Locking the card is a prerequisite for eligibility and must be reactivated every year;
• The company reserves the right to unilaterally interpret and disqualify;
• If a user makes remarks online that "damage the brand image," his or her eligibility may be revoked.

In short, you are not buying a collection, but signing an unequal agreement of "code of conduct in exchange for profit rights".

Then let’s look at the RWA project. This is Hainan Huatie’s attempt to take a further step in the industry narrative of “asset chain”.

The company claims that it has joined hands with licensed Web3 enterprise Weiyi Digital to complete the issuance of the first batch of non-financial RWA products with a value of 10 million yuan.

Unlike common real estate or accounts receivable RWA, this product does not involve the transfer of ownership of the equipment. Instead, it "digitally maps" the "right to use + right to operate" of the equipment to form a structure similar to a "digital membership card", allowing users to circulate through on-chain transfer, consignment, etc., while enjoying certain usage rights or benefits.

The key points of this RWA gameplay are:

• Digitization of usage rights rather than asset splitting or securitization;
• It does not constitute a transfer of ownership and therefore does not fall under the securities regulatory framework;
• Assets are registered on the chain, but the redemption of rights still relies on offline processes;
• Conduct marketization attempts using the hybrid model of "equipment leasing + Web3 equity card".

To put it bluntly, these "digital cards" are more like "virtual leasing rights certificates" for engineering equipment, but they are packaged into a new concept of "RWA", complete the registration of rights confirmation on the chain, and introduce transferability. Combined with the brand communication mechanism of NFT, Hainan Huatie has built a composite structure of "heavy asset operation company + on-chain digital rights + user promotion dividends".

At first glance, this structure has a Web3 flavor, which not only digitizes assets, but also motivates users and promotes short-term topic dissemination. But the problem is that all these "innovations" are on the edge of the regulatory red line and even deliberately blur the legal boundaries.

This is not innovation, but a serious violation of the rules

I do not deny that Hainan Huatie has ideas for digital asset operations, but precisely because it is not a Web3 native company, it is more likely to fall into the problem of "using old thinking in a new shell."

In my opinion, this model has at least the following three major problems.

The equity structure is unclear, the return on profits depends on the company's will, and users cannot protect their rights

Whether it is the "dividend-equivalent benefits" obtained by locking NFT cards or the "equipment use rights" corresponding to RWA, the final redemption is not based on real legal contracts or smart contract execution, but completely relies on the company's rules, a small program, and a payment account registration. In essence, this model is the company "talking to itself": when it is willing to issue, you can get it; when it does not want to issue, you can't get it, and you have no right to recourse.

Such a rights structure neither constitutes an enforceable civil contract nor is it subject to securities or consumer protection mechanisms. Once a default on earnings occurs, eligibility is revoked, or rules are changed, users have nowhere to appeal.

The combination of "speech censorship + profit incentives" is an infringement on community governance

Hainan Huatie’s rules clearly state that anyone who spreads unfavorable comments on social networks will be disqualified from the company’s rights. This design of writing “discourse control” into the NFT profit rules is ostensibly “brand protection”, but in essence it is a systematic suppression of user freedom of expression.

Web3 is about freedom and autonomy, not "you can only get money if you like it." If this practice is imitated by other companies, the future of digital collections will no longer be a space for spontaneous expression of user culture and community, but a "brand mouthpiece" bound by revenue. This is not an ecosystem construction, but a corporate public relations tool disguised as NFT.

The RWA structure blurs the boundaries of financial products and may be suspected of "illegal disguised fundraising"

Hainan Huatie did not split the asset ownership this time, but packaged the use rights into NFT or digital cards, combined with dividend income. The reason why this practice has not been regulated for the time being is that it avoids one or two of the three major characteristics of "public fundraising + promised returns + no financial license". But the structure itself is still very close to "quasi-financial products".

Once the project continues to expand, the scale of RWA is enlarged, various equity combinations are designed, or third-party platform transactions are introduced, expected income lock-up and other operations are carried out, it is easy to be characterized as "disguised sale of financial products" and even touch the boundary of illegally absorbing public deposits. Especially in the context of the current tightening of financial supervision, this kind of "cross-border innovation" is very easy to be held accountable once it triggers public opinion or user rights protection.

Attorney Mankiw reminds

The biggest problem with this wave of Hainan Huatie operations is not how bold its marketing is, but that the legal structure and compliance design it relies on are too fragile.

For ordinary users:

• The NFT you buy is not a property right, nor is it an equity certificate. It is just an activity qualification that "if the company says you can get money, you can get money";
• Once the rules change, the company suffers losses, or public opinion is in turmoil, your "dividends of equal value" may be worthless;
• All rights and interests have no legal guarantee and no judicial enforcement power, and the entire risk depends on "trusting the company".

For Web3 entrepreneurs:

• Don’t take Hainan Huatie’s move as an industry model. It solved the problems of dissemination and popularity, but it did not solve the legal attribution and user trust mechanism.
• To do RWA, you can start with the non-financial asset structure, but you cannot skip the three lines of compliance, contract and governance;
• NFT can carry brands and interactions, but it cannot replace contracts, shares and rights, otherwise it will get into trouble sooner or later.

Conclusion: Don’t treat testing boundaries as breakthroughs

Hainan Huatie is indeed popular this time, and it is indeed "new". But new does not mean right, and popular does not mean stable.

As a Web3 industry compliance lawyer, I hope we can see more innovative attempts from listed companies, but the premise of this hope is legality, transparency, and sustainability, rather than using "Web3 wrapping paper" to wrap up old systems, old logic, and unequal user relationships.

Don't take the probing of regulatory red lines as a breakthrough in the system. That's not progress, it's playing with fire.