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公司机会原则的适用主体总体上包括董事、高级管理人员和控股股东,可以区分为专任主体、兼职主体和离任主体。兼职主体涉及利益冲突,适用较为复杂。离任主体是否适用,要根据具体情况具体分析。公司机会原则无需区分善意主体和恶意主体而加以区别对待。独立董事不应该适用公司机会原则,董事会秘书应该适用,但相关问题需要解决。
The applicable main body of corporate opportunity principle includes directors, senior managers and controlling shareholders as a whole, which can be divided into full-time main body, part-time main body and outgoing main body. The part-time main body involves the conflict of interest, the application is more complex. Whether the subject is suitable or not depends on the specific circumstances of the analysis. The principle of company opportunity is treated differently without distinction between goodwill and badwill. Independent directors should not apply the principle of company opportunity, the secretary to the board of directors should apply, but the related issues need to be resolved.