Editor’s Note — DCC.
The third and final brief in DCC’s data-asset-ABS series turns from what these deals are to what they are trying to become. It draws on the forward-looking half of 武强胜’s analysis on 零壹法谈. Read it after the mechanism brief — the “2.0” idea only makes sense once you see why today’s “1.0” deals run on collateral rather than data cash flow.
There is an irony worth stating up front. The June 2026 exchange halt was triggered by deals where the data was a costume over conventional debt. The fix regulators are signalling — prove the data generates the cash flow — is precisely the promise of the 2.0 model below. The trouble is that 2.0 remains, for now, largely theoretical. The category is caught between the abuse that got it halted and the genuine structure that would justify it but does not yet work at scale.
1.0 versus 2.0
As the companion brief explains, every issued data-asset ABS is “1.0”: the data is collateral or credit-enhancement, and the securities are repaid out of a borrower’s overall operating cash flow via a conventional debt claim. The data’s legal status is security interest (担保物).
“2.0” is the version where the data asset becomes the underlying asset that directly produces the repayment cash flow — through outward licensing, data services, or subscription fees. The shift is fundamental: the data moves from collateral to base asset; its value detaches from the holder’s credit and attaches to the data’s own earning power; and the deal’s centre of gravity moves from pledge to transfer of a revenue right. Even the most innovative deal to date — Qingdao’s “pure” data-asset ABS — is still 1.0: “pure” describes the collateral, not the cash-flow source.
The bridge: secondary licensing (二次许可)
The most plausible route from 1.0 to 2.0 is a structure already proven in intellectual-property ABS — the secondary-licensing model. It runs in three steps:
- First licence — build the base right. The data holder (the financing party) grants an exclusive licence of specific data to the originator (typically a factoring or finance-lease company). The originator pays the entire licence fee up front — this lump sum is the financing the holder receives.
- Reverse licence — create the cash flow. The originator (now licensor) grants a reverse exclusive licence of the same data back to the original holder (now the “client”/licensee), who pays periodic licence fees into the SPV’s monitored account. These recurring fees are the ABS’s underlying cash flow.
- Securitisation. The originator transfers its licence-fee receivable to the SPV, which issues the asset-backed securities; proceeds repay the originator’s upfront lump-sum outlay.
The result is a closed loop. Economically it resembles a mortgage — the holder takes a lump sum now and repays in instalments. But two legal features make it powerful for the data context:
- The underlying asset is the licence-fee claim, bound to the data’s own cash flow — not the holder’s general credit. That is exactly the upgrade from “enhancement tool” to “base asset.”
- Ownership never moves. Both the first and the reverse licence transfer only use rights; the holder keeps title throughout. This sidesteps the true-sale problem and the tax and compliance complications of an ownership transfer — and it neatly avoids the very property-characterisation gap that pushes 1.0 deals toward pledge structures in the first place.
Why it does not yet work for data
Porting the IP model onto data runs into four problems — and the first is close to fatal without careful structuring.
- “Exclusive” does not map onto data. IP secondary licensing depends on exclusivity: an exclusive patent licence means no one else — including the holder — may practise the patent. But data is non-exclusive and infinitely copyable; the same dataset can be used by many parties at once without rivalry. What does an “exclusive licence” of data even mean, and can a later exclusive licence reach data the holder already used or licensed earlier? The draft Data Property Rights Registration Work Guide brings a “data-operating right” (数据经营权) into the property framework and contemplates licensing — an initial institutional basis — but the exclusivity question is unresolved at law and untested in court.
- Compliance caps what can be licensed. Data that contains personal information, trade secrets, or export-controlled content cannot be licensed freely; PIPL and the DSL constrain the scope, term, purpose, and manner. In the reverse-licence leg especially, every layer must stay inside the original data subjects’ authorisation — a second licence cannot enlarge the consent the first collection obtained.
- Licence-fee pricing has no settled basis. A 2.0 deal needs a defensible licence fee, which needs a scientific data-asset valuation. Exchanges are still experimenting with data-product pricing; there is no unified standard, and (as the failure cases showed) aggressive valuation assumptions are where deals break.
- Cash-flow stability is unproven. Data-licence revenue swings with demand, technical obsolescence, and policy — far less stable than infrastructure toll income — so it needs heavier structural enhancement (over-collateralisation, liquidity-reserve accounts).
The finance-lease-of-data variant
A second 2.0 path reuses the finance-lease structure — but instead of pledging data, it tries to make the data itself the leased object that throws off rent, the way a toll road or power station does. One design: a leasing company buys a de-identified dataset (city-traffic, weather, health) and leases it to a data-operating company, which earns licence revenue from third parties and pays rent from that revenue; another is a sub-lease (lease in, lease out) that mirrors secondary licensing with “lease” swapping in for “licence.”
The obstacles echo the licensing problems: it is unsettled whether data is an eligible lease object under the Civil Code and finance-lease rules (which expect a clear-title, real, specific, disposable, income-producing asset); data’s non-exclusive possession undercuts the lessor’s retained-ownership premise; and the cash flow is harder to stabilise. Every issued finance-lease data-ABS so far is, in fact, a 1.0 pledge-enhancement deal; the genuine lease-of-data structure is still on the drawing board.
The policy signal
Regulators are, tentatively, pulling in the 2.0 direction. Anhui’s ten-department Measures to Deepen Data Property-Rights Registration and Advance the Market-Based Valorisation of Data Elements (28 March 2026) call in Article 11 for exploring “pledge, empowerment, and reverse-licensing data-asset securitisation models” — naming reverse licensing explicitly. As the national Data Property Rights Registration Work Guide moves from draft to practice and rights boundaries sharpen, the secondary-licensing model could scale. But the Data Foundation System Opinions’ three-rights framework still needs substantive-law confirmation before any of this rests on firm ground.
What this means for overseas counsel
- Know where the category is heading. The destination is data as cash flow. Today’s collateral deals are a transitional form. Multinationals building China data-monetisation strategies should design licensing and data-operating arrangements now in a way that could later support a 2.0 securitisation — recurring, metered, contractually documented data revenue is the raw material.
- The non-exclusivity problem is the one to solve in the documents. Because law does not give data real exclusivity, a 2.0 deal has to manufacture it — through contractual exclusivity, technical access control, and monitored delivery — and even then it is a workaround, not a settled legal right. Price that residual uncertainty.
- Licensing compliance is the ceiling. Only data whose consent scope, classification (no important/core data), and — where relevant — cross-border posture permit outward licensing can feed a 2.0 deal. The reverse-licence leg cannot exceed the original authorisation. Audit the authorisation chain before assuming a dataset is licensable.
- Watch the registration guide and the local pilots. The national registration guide and provincial measures like Anhui’s are the leading indicators. When the “data-operating right” and its licensing become operational and registrable, the 2.0 model gains its missing legal foundation — and the data-pledge-financing and securitisation landscapes shift together.
DCC sources
- 武强胜, 《从“依附”到“独立”：数据资产证券化（ABS）的法律逻辑与进阶展望》, 零壹法谈 (source).
- 数据二十条 · Data Property Rights Registration Work Guide (draft) · PIPL · DSL · Civil Code (data & licensing provisions).
- 安徽省数据资源管理局 等十部门, 《深化数据产权登记 推进数据要素市场化价值化若干举措》 (28 March 2026), Article 11 (reverse-licensing securitisation models).
This is an editorial summary of the forward-looking analysis in 武强胜’s piece, with framing for overseas counsel; the secondary-licensing structure and its application to data are the author’s. Not legal advice.