华大基因:国浩律师(深圳)事务所关于公司向特定对象发行股票之补充法律意见书(一)

  第一节 引言·············································································· 3

  第一部分:反馈意见回复 ····························································· 5

  一、《问询函》第2题 ···································································· 5

  二、《问询函》第4题 ···································································· 8

  第二部分 补充事项期间相关事项的补充说明···································· 15

  一、本次发行的批准和授权 ··············································································· 15

  二、发行人本次发行的主体资格 ········································································· 15

  三、本次发行的实质条件 ·················································································· 16

  四、发行人的设立···························································································· 19

  五、发行人的独立性 ························································································ 19

  六、发起人和股东(实际控制人) ······································································ 19

  七、发行人的股本及其演变 ··············································································· 19

  八、发行人的业务···························································································· 20

  九、关联交易及同业竞争 ·················································································· 24

  十、发行人的主要财产 ····················································································· 31

  十一、发行人的重大债权债务 ············································································ 37

  十二、发行人的重大资产变化及收购兼并 ····························································· 40

  十三、发行人董事、监事和高级管理人员及其变化 ················································· 40

  十四、发行人公司章程的制定与修改 ··································································· 40

  十五、发行人股东大会、董事会、监事会议事规则及规范运作 ·································· 41

  十六、发行人的税务 ························································································ 41

  十七、发行人的环境保护和产品质量、技术等标准 ················································· 42

  十八、发行人募集资金的运用 ············································································ 43

  十九、发行人业务发展目标 ··············································································· 43

  二十、诉讼、仲裁或行政处罚 ············································································ 43

  二十一、本次发行涉及的相关承诺及约束措施 ······················································· 44

  二十二、结论 ·································································································· 44

  第三节 签署页 ·········································································· 46

  附件一:发行人期间内取得续展证明的商标 ···································· 47

  附件二:发行人期间内取得的专利权 ············································· 48

  附件三:发行人期间内取得的计算机软件著作权 ······························ 49

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