一、问题之所在众所周知,经过2005年的公司法修订,我国首次在立法层面确立了股东代表诉讼制度,即以152条为中心将该制度法条化。在152条中,公司法通过在前置程序①中设置“股东书面请求制度”——要求股东向公司提出书面请求——来对股东的代表诉讼提起权进行限制。即公司法在向具有起诉资格的股东②赋予代表诉讼提起权的同时,又要求股东在行使该权利前先向公司机关③提出书面请求,只有当该书面请求未果④ First, the problem lies in the well-known that after the revision of the Company Law in 2005, for the first time in our country, the system of shareholder representative litigation was established at the legislative level, that is, the 152-point system was adopted to normalize the system. In Article 152, the Corporations Act restricts the right of representative action of shareholders by setting “System of Written Requests by Shareholder” in the preamble procedure 1 - requiring shareholders to make a written request to the company. That is to say, the Company Law requires the shareholder to file a written request to the company authority before exercising the right, while giving the representative shareholder the right to sue. (2) Only if the written request fails