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创世纪: 湖南启元律师事务所关于广东创世纪智能装备集团股份有限公司2025年度向特定对象发行股票的法律意见书

Core Viewpoint - The legal opinion letter issued by Hunan Qiyuan Law Firm confirms that Guangdong Chuangshiji Intelligent Equipment Group Co., Ltd. is eligible to issue shares to specific targets in 2025, complying with relevant laws and regulations [1][18]. Group 1: Approval and Authorization of the Issuance - The shareholders' meeting of the issuer has legally approved the issuance, and the procedures for convening, holding, and voting at the meeting are compliant with laws and regulations [8][9]. - The board of directors has been authorized to handle matters related to this issuance, and this authorization is also deemed legal and effective [8][9]. Group 2: Qualification of the Issuer - The issuer is a legally established and validly existing listed company, possessing the qualifications necessary for this issuance [9]. Group 3: Substantive Conditions for the Issuance - The issuance meets the relevant conditions stipulated in the Company Law, Securities Law, and Registration Management Measures, indicating that the issuer is qualified to issue shares to specific targets [9][10]. - The issuance adheres to the requirement that the stock price is not lower than the par value, which is set at 1.00 yuan per share [10]. Group 4: Independence of the Issuer - The issuer maintains independence in assets, personnel, finance, organization, and business operations, demonstrating a complete business system and the ability to operate independently in the market [12]. Group 5: Major Shareholders and Actual Controllers - The qualifications of the issuer's major shareholders and actual controllers have been verified, ensuring no changes that would affect the issuer's control [12]. Group 6: Related Transactions and Competition - The issuer has disclosed related transactions adequately, ensuring that the prices of these transactions are fair and do not harm the interests of the issuer or other shareholders [13][14]. - There is no existing competition between the issuer and other enterprises controlled by the actual controller, with measures in place to avoid such competition [14]. Group 7: Legal Risks and Compliance - The legal opinion confirms that the issuer's fundraising projects align with national industrial policies and do not pose risks of competition or adversely affect the issuer's independence [18].