广东创意双星科技股份有限公司 在全国中小企业股份转让系统挂牌并公开转让的 法律意见书.docVIP

北京市天银律师事务所关于 广东创意双星科技股份有限公司 在全国中小企业股份转让系统挂牌并公开转让的 法律意见书 天银股字[2016]第003号 中国北京海淀区高梁桥斜街 5 9号中坤大厦 1 5层 邮编 : 1 0 0 0 4 4 Add: 15F ZhongKun Masion, No.59, Gaoliangqiao Rd, Haidian District, Beijing，China 电话 ( T e l ) : ( 0 1 0 ) 6 2 1 5 9 6 9 6 传真 ( F a x ) :（ 0 1 0） 8 8 3 8 1 8 6 9 二○一六年六月 1-3-1  法律意见书 目录 律师声明 ······················································································· 4 释 义··························································································· 5 正文··························································································· 6 一、公司股票挂牌并公开转让的批准和授权·········································· 6 二、公司股票挂牌并公开转让的主体资格············································· 7 三、公司股票挂牌并公开转让的实质条件············································· 8 四、公司的设立·············································································10 五、公司的独立性··········································································13 六、发起人或股东（实际控制人）·····················································14 七、公司的股本及其演变·································································15 八、公司的业务·············································································17 九、关联交易及同业竞争·································································18 十、公司的主要财产·······································································21 十一、公司的重大债权、债务···························································26 十二、公司近两年及一期的重大资产变化及收购兼并 ····························30 十三、公司章程的制定与修改···························································31 十四、公司股东大会、董事会、监事会议事规则及规范运作 ···················31 十五、公司董事、监事、高级管理人员及其变化 ··································33 十六、公司的税务··········································································35 十七、公司的环境保护和产品质量、技术等标准 ··································36 十八、诉讼、仲裁或行政处罚···························································37 十九、公司《公开转让说明书》法律风险的评价 ···············