Supplier qualification
Before you pay a Chinese supplier: connect the factory, the Hong Kong company, the contract and the bank beneficiary
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Sinospect reads both companies at their registers, compares the payment instructions and the negotiator with the filings, tests the capability evidence and closes with a verdict and the conditions for the order, in four business days. Have the transaction checked →
Map the transaction before you check anything
A company can be real and still leave the transaction unclear. The buyer who searches for this page usually holds a quotation or a pro forma invoice, a draft agreement and a set of bank details, and has noticed that the names differ: a factory on the website, a Hong Kong company on the invoice, a sales manager on the emails, a beneficiary in a third name. The check is the set of connections between those names. Write them down first.
- Buyer → Contracting sellerEstablished by your documentsThe contract or purchase order names the seller: established by the document itself.
- Contracting seller → Invoice issuerTo establish before you payIs the invoice issuer the seller, or an explained related, exporting or collecting entity?
- Invoice issuer → Bank beneficiaryTo establish before you payDoes the beneficiary match the seller or an authorised collecting entity, on what document?
- Negotiator and signer → Contracting sellerTo establish before you payWhich entity employs the negotiator, what may they negotiate, and can the signer bind the seller?
- Mainland company → Contracting sellerTo establish before you payIs the Hong Kong seller linked to the Mainland company by shareholding, people or a mandate on the registers?
- Mainland company → Actual factoryTo establish before you payDoes the Mainland company make the ordered product itself, or does another legal entity and site?
| Role in the proposed deal | The name you hold | What must be established |
|---|---|---|
| Sales contact or negotiator | A person’s name and a claimed title | Which legal entity employs or authorises the person, and what they may negotiate |
| Mainland legal entity | Registered Chinese name and the 18-character Unified Social Credit Code | Current registration and status, shareholders, business scope and the public risk record |
| Actual factory | A legal entity and a physical site | Whether this entity makes the ordered product, and how it relates to the seller |
| Hong Kong company | Exact registered name and business registration number | Why it contracts, invoices or collects; its directors and shareholders; its documented link to the factory |
| Contracting seller | The entity named in the agreement or purchase order | Which entity owes delivery, warranty, quality and handover |
| Invoice issuer | The entity on the commercial document | Whether it is the seller or an explained related, exporting or collecting entity |
| Bank beneficiary | Exact account name and jurisdiction | Whether it matches the contracting or authorised collecting entity, and on what document |
| Exporter or shipper, where different | A legal entity on the shipping documents | Why it appears in the export chain and whether that role fits the agreed structure |
Two rules keep the map honest. Ownership, control, contractual liability, employment, authority, invoice authority, collection authority and production capability are separate questions, and one record rarely answers more than one of them. And the word for a missing answer is unresolved: it describes the evidence, and it says nothing about the supplier’s motives.
What each register establishes, and what it leaves open
The Mainland record lives in the National Enterprise Credit Information Publicity System, known as GSXT, keyed to the company’s registered Chinese name and its Unified Social Credit Code. The Hong Kong record lives at the Companies Registry, keyed since December 2023 to the eight-digit business registration number, with the Inland Revenue business register alongside it. Both are registers of legal facts. Neither is an audit of the factory, a solvency certificate or a complete litigation file.
| Question | Mainland China | Hong Kong | What the record settles |
|---|---|---|---|
| Identifier | Unified Social Credit Code, 18 characters | Business registration number, 8 digits, with the older company number mapped to it | The legal entity. A well-formed code confirms the format; the register confirms the entity |
| “Business licence” | The business licence records the registered entity, its scope and its legal representative | The Business Registration Certificate records tax registration; the Inland Revenue Department states that it is not a licence to trade | Registration. Permission for a regulated activity comes from the sector regulator |
| Status | Registration status, for example 存续 (in existence) | Live on the register, with winding-up and dormant states shown separately | Registry status. Solvency is a separate question with separate sources |
| Who acts for the company | The registered legal representative acts for the company by statute | Directors are listed; the register creates no legal-representative field | The recorded office-holder. Authority to sign this contract is checked separately |
| Address | Registered domicile (住所) | Registered office, often a corporate-service provider’s address | A statutory address. The factory is verified on its own evidence |
| Shareholders | Registered shareholders and their subscribed and paid-in contributions, as published; a blank paid-in field is an incomplete record, and reads as neither zero nor paid | Members and holdings from the latest annual return and allotment filings, a dated snapshot | Direct legal ownership as filed, with its date. Ultimate ownership is a further question |
| Beneficial owner | Filed with the People’s Bank of China regime; access is for authorities and regulated institutions | Kept by the company in its Significant Controllers Register; open to specified officers | In both places the buyer works from the public share chain plus the supplier’s signed declaration |
| Business scope | Registered scope, with licensed items flagged | A nature-of-business description | Consistency with the claimed role. Machines, staff and capacity are proved on site |
The most expensive mistakes in cross-border files are correct documents given the wrong meaning: a Hong Kong Business Registration Certificate translated as a factory licence, a director read as a legal representative, a registered office read as a plant, a registered-capital figure read as cash. Keep the Chinese field name next to the English reading in the file, and the reading stays honest.
Connect the Hong Kong company to the factory
Every guide says verify the relationship. The useful part is the ladder of evidence behind that phrase, from strongest to weakest.
- Shareholding visible in the filings: the Hong Kong company owns the Mainland company, or the same parent owns both, on the registers themselves.
- The same people: overlapping directors, a common controlling shareholder, the Mainland legal representative sitting on the Hong Kong board.
- A documented mandate: a written authority from the factory naming the Hong Kong company as its contracting or collecting party for your order.
- The factory’s own signature: the manufacturer joins the agreement as co-signatory or gives a direct undertaking for manufacture, warranty and handover.
- The salesperson’s assertion, on its own, which is the starting point for the questions above.
A shared owner links the companies and leaves each one liable for its own promises. Where the factory’s equipment and licences are the assets that would satisfy a claim, the buyer decides at contract time whether the factory signs, undertakes or guarantees. A guarantee from a Mainland company requires the internal approval its articles and the Company Law prescribe, so a signature and a chop on their own settle little; counsel checks the approval.
The person negotiating and the person signing
Employment, negotiation authority and signature authority are three findings. A corporate email address supports the first, a written confirmation from an authorised manager supports the second, and the third depends on the law of the signing entity.
| Signer | What the law says | Evidence for the file |
|---|---|---|
| Mainland legal representative | Acts for the company by statute; internal limits on that power are ineffective against a counterparty acting in good faith | Current GSXT record naming the person; identity checked against the contract |
| Mainland manager, sales director or other employee | Binds the company within an authority the company gave; a written power of attorney names the agent, the matter, the scope and the term | The authorisation itself, plus the company seal; the seal is evidence of execution, and the signer’s authority decides disputes over it |
| Hong Kong director or executive, ordinary contract | A contract is made by a person acting with the company’s express or implied authority | Current Companies Registry director listing; board authority or power of attorney for a material agreement |
| Hong Kong company, formal execution or deed | Formal execution follows the Companies Ordinance routes, for example two directors or a director and the secretary; a deed adds its own statements and delivery | The executed document in the prescribed form, checked by counsel where the instrument is a guarantee or an assignment |
A worked pattern that procurement and finance can use: the sales manager negotiates the specification, the Hong Kong director signs the agreement, and the Mainland legal representative acknowledges the production and handover obligations in writing. Each of the three is then on record for the role they actually play.
Payment instructions: consistency is one thing, account ownership another
A desk check can establish that the payment instructions are documentarily consistent with a real seller, a real bank and the transaction record. The receiving bank alone knows who holds the account, and it tells that to its own customer and to other banks through their own verification services. Keep the two conclusions apart in every file.
| Evidence | What it establishes | What it leaves open |
|---|---|---|
| Bank details written by the supplier on an invoice, a quotation or an email | The instruction you were given | Whether the account exists, who holds it, and whether the mailbox that sent it is intact |
| Beneficiary name matching the registered legal name of the contracting entity | Documentary consistency, and the first thing to test | Ownership of the account; a correct name can be copied into a fraudulent instruction |
| Bank identified by a genuine SWIFT code | The routing to a real institution; a SWIFT code identifies the bank, in the words of its operator, and never the account holder | Who holds the beneficiary account |
| A bank letter or statement header supplied by the supplier | A second document repeating the same account title | Independence, until the document is authenticated through a channel the supplier did not control |
| Your own payment history with the supplier | A baseline against which any change of bank, country, name or account stands out | Whether new details are legitimate |
| A call-back on a number you held before the instruction, or on an independently sourced company number | The supplier’s own confirmation of its instruction | Ownership of the account; the supplier is confirming itself |
| A confirmation from the beneficiary bank, or a name-and-account check by your own bank on that corridor | The bank’s statement of the account and its holder, at that date | Performance of the supplier, which is a separate control |
A beneficiary in a different name is an exception, and the payment waits for its explanation. A group treasury account, a disclosed collection agent, a factored receivable or a payment platform can all be legitimate. Each needs the document that gives the recipient authority over this invoice, the seller’s written statement that paying it discharges your debt, and confirmation through a channel you held before the instruction arrived. When the details change during an order, follow the changed-bank-details procedure first, and ask your own bank what it can validate on that corridor before the transfer.
Custom development: the second chain of proof
When the order includes design, prototypes, moulds or firmware, the buyer’s exposure grows beyond the advance to project lock-in. Map a second chain: who creates each asset, who holds it, who can reproduce it, and who must hand it over.
| Question | What settles it |
|---|---|
| Who paid for the mould | Your invoice and payment record |
| Who owns it | The contract clause naming the owner, under the governing law |
| Where it physically sits | A tooling register naming the custodian and the site, with photographs and identifiers |
| Whether you can move it | Access, marking, retrieval and termination terms the custodian has acknowledged |
Intellectual property splits the same way: background technology one side already owned, foreground work created in the project, the production files that let a factory reproduce the part, and the tooling itself. A buyer can own one category without the others. Where a subcontractor or a freelance developer creates the deliverables, the seller has to show the chain of title it relies on to pass them to you. The manufacturer’s legal name and site belong in the file before the tooling deposit, with the process steps allocated to that site and the subcontracting the contract permits.
Litigation, enforcement and insolvency: what a clean result means
Each jurisdiction answers the question through several sources, and each source answers a narrower question than the buyer asks.
- Mainland China: China Judgments Online for published judicial documents, within publication rules that exclude some categories; the enforcement information platform for current enforcement and dishonest-debtor listings, from which a record leaves once the case is concluded; the bankruptcy case platform; GSXT for administrative penalties, the abnormal-operations list and the serious-violation list; the provincial tax authority for published arrears.
- Hong Kong: the Judiciary’s judgment database for decided matters from the District Court upwards; the Daily Cause Lists for scheduled hearings, marked by the Judiciary as for reference; the court cause books for pending actions, by case type; the Official Receiver’s search for compulsory winding-up; the Gazette for voluntary winding-up notices; the Companies Registry charges index for registered charges, which is a list of registered security and says nothing about unsecured debt.
A report therefore writes each result as source, identifiers searched, date, coverage limit and outcome. “No responsive published judgment was located under the current and two former names on 15 September” is a finding a buyer can rely on for what it says. Search every former name: both registers publish name histories, and a company sued under its old name is invisible under the new one.
Decide: proceed, proceed with conditions, hold or escalate
| Finding | Decision |
|---|---|
| Every material entity identified; the Mainland and Hong Kong link evidenced on the registers; contract, invoice and beneficiary coherent; authority resolved; capability evidence proportionate to the exposure | Proceed under normal controls |
| Entities genuine and linked, but responsibility split between them, or a related company collects the funds | Proceed with written conditions: payment authorisation on file, the factory’s acknowledgement or co-signature, milestone split and an acceptance gate before the balance |
| Beneficiary an unexplained third party; the Hong Kong link resting on the salesperson’s word; the negotiator’s or signer’s authority unresolved | Hold payment and signature until documents close the gap |
| Identity confirmed, but factory capability, product compliance, a material dispute or high-value tooling and intellectual property sit outside the desk check | Escalate: on-site verification, product-specific inspection, or contract and legal work on the specific instrument |
| An approved supplier changes its bank, its entity or its payment jurisdiction | Stop the normal workflow and run the changed-details procedure |
The report closes each proposition on its own: legal seller established; ownership link established to a stated level; negotiator authority corroborated for a stated scope; signature authority confirmed subject to the execution route; invoice issuer reconciled; beneficiary matched or held as an unresolved mismatch; actual manufacturer established, corroborated or unresolved; capability documentary, assessed or demonstrated by a pilot. A favourable recommendation lists its conditions, and closing them is a separate step the file records.
When the desk check is the wrong tool
Desk evidence identifies the entity and tests the supplier’s claims against the record. Some claims are settled elsewhere. The registered address is a working factory, the line can build your equipment and the capacity exists: those are settled at the site, through a walkthrough, equipment serials, production records and a pilot lot. A guarantee, a letter of credit or an escrow account protects a payment: those come from a bank, an insurer or an escrow provider under its own instrument, and a diligence report describes the question rather than supplying the protection. Recovery after a dispute: Mainland China and Hong Kong have reciprocal mechanisms for recognising and enforcing qualifying arbitral awards, enforcement is a court process subject to its conditions, and collection depends on the award debtor holding assets, which is why the liable entity is fixed at contract time and why the governing law, the arbitral seat and the enforcement venue are chosen with counsel rather than copied from a template.
How Sinospect runs this check
The pre-payment due diligence reads the Mainland company and any Hong Kong company at their registers, compares the supplied payment instructions and the negotiator with the filings, tests the evidence for the factory’s claimed role and capability, searches the published court, enforcement and penalty records in both jurisdictions with their limits stated, and closes with cleared, cleared with conditions or not cleared and the clauses for the order. USD 490 for one Mainland entity, USD 690 with a Hong Kong company, four business days after payment and the last document, in English or French. The Hong Kong company check runs on its own when the offshore company is the only open question, and the changed-details check answers a new bank instruction from a supplier you already work with in 48 hours. Each report states what the record settled, what remains open, and the next control where one is needed: a recorded video verification, a factory visit or a witnessed acceptance test, scoped separately.
Frequently asked questions
Is it a red flag when a Chinese supplier asks to be paid through a Hong Kong company?
It is a common structure and a separate legal person. Many Mainland manufacturers contract and collect through a Hong Kong company for currency and banking reasons. What changes is your counterparty: the Hong Kong company holds the contract and the money while the factory, its licences and its equipment sit with a different legal entity in the Mainland. Read the Hong Kong company at the Companies Registry, establish its link to the factory from shareholders and directors on both registers, and decide whether the factory should join the agreement, before the deposit moves.
The two companies have the same owner. Does that make the factory liable for the contract?
Common ownership establishes the link between the companies; liability follows the entity that signed. Under the current PRC Company Law a subsidiary has its own legal personality and bears its own debts, and Hong Kong company law treats each company the same way. Where you want recourse against the factory, bring it in as a contracting party, take a direct undertaking from it, or obtain a guarantee that its board or shareholders have approved as the law requires.
Can the person I negotiate with sign the contract?
Three separate questions: which company employs the person, what they are authorised to negotiate, and whether they can bind the seller to this agreement. In the Mainland, the registered legal representative acts for the company by statute; anyone else signs on the strength of a written authorisation naming the matter, the scope and the term. In Hong Kong, an ordinary contract can be made by a person acting with the company’s authority, while formal execution follows the routes the Companies Ordinance sets out. For a material agreement, ask for the authorisation and check the signer against the current register.
The bank beneficiary is a different name from the seller. What now?
A different beneficiary is an exception to explain, and the payment waits until it is explained in writing and independently confirmed. Legitimate cases exist: a group treasury company, a disclosed collection agent, an assigned receivable, a payment platform. Each needs the document that gives the recipient authority over this invoice, a statement that paying it discharges your debt to the seller, and confirmation through a contact you held before the instruction arrived. When the instruction changes mid-order, run the changed-details procedure before anything else.
Does a clean litigation search mean the company has no litigation?
It means that the named sources, searched on a stated date under the company’s current and former names, returned no responsive record. Published judgment databases carry decided matters within their publication rules; Hong Kong cause lists cover scheduled hearings; a Mainland enforcement record leaves the public list once the case is concluded. A report states the source, the identifiers, the date, the coverage limit and the result, and leaves the word clean for the dated result it describes.
What should I verify before paying a tooling or development fee?
Which legal entity receives the money, which entity owns the mould or the design files, where they will physically sit, who may subcontract, and which entity owes their return or transfer when the relationship ends. A tooling fee paid establishes payment; ownership, custody and transferability are three further questions the contract answers. For patentable development, PRC law gives the patent-application right to the party that completed the invention unless the parties agree otherwise, so the allocation belongs in writing before drawings change hands.
A quotation, a draft contract and bank details on the table?
Send the company names, the document that names the parties and the bank details as you received them. Sinospect confirms the scope and the fee within one business day and returns the report four business days after payment and the last document.