表决权作为股东的核心权利之一，是股东参与上市公司管理决策的重要方式，在“一股一权”原则之下，表决权不能脱离股权单独转让，这既是传统公司法理论的基石，也是维持上市公司控制权稳定的重要保证。但近些年随着金融实践的创新发展，“两权分离”的趋势也越发明显，而上市公司表决权委托正是这一趋势下的产物。不同于传统的委托代理制度，表决权委托具有“不可撤销”、“全权委托”、“按照受托人意志”、“较长委托期限”等明显特点。 通过梳理2015-2022年我国A股市场上发生的表决权委托案例及相关协议，本文总结了近些年我国表决权委托的现状、条款特征及主要目的，在此基础上，进一步讨论了其与传统代理投票、表决权信托等制度的区别。就本质而言，本文认为表决权委托虽名为委托，但实际上构成了表决权转让，这对我国民法、公司法和证券法上的诸多规则也构成了巨大挑战。从民法上来看，表决权委托合同并不因规避法律而无效，但其中“不可撤销”条款之效力在学理和司法实践上仍具有较大争议，同时合同本身的脆弱性也容易造成上市公司控制权的不稳定；公司法层面，股份表决权与收益权的分离已并不少见，受托人按其自身意志行使表决权固然会产生代理成本，不过对代理成本的分析却不能一概而论；从证券监管来看，目前监管机构对表决权委托的规制主要采取个案问询，纵然2018年沪深交易所分别发布了《信息披露指引(征求意见稿)》试图统一监管标准，但目前两个文件并未正式通过，且其将表决权委托纳入一致行动人监管也存在明显不足。 表决权委托固然有市场的现实需求，其潜在的高昂代理成本，以及规避法律监管、扰乱证券市场稳定性之风险也不能忽视，基于表决权委托之特点及现有规则，本文试图从三个方面对表决权委托的规制提出建议。首先原则上承认不可撤销条款之效力，避免任意撤销对上市公司控制权造成的严重不稳定性，但在此基础上需要合理分配委托方与受托方的责任义务。同时，对于一些明显规避监管的事项，要明确予以禁止，通过确定合理期限降低两权长期分离带来的显著代理成本。最后，需要完善信息披露相关规则，对表决权委托目的进行严格审查，参照适用一致行动人的权益合并计算规则，避免股东对要约减持义务的规避，降低对公司及其他股东造成的不利影响。

The exercise of voting rights is a one of the core right of shareholders, serving as a significant avenue for their involvement in the corporate governance of listed companies. The principle of “one share, one right” is also fundamental tenet of traditional company law theory, which stipulates that voting rights cannot be dissociated from shareholdings, and serves as a crucial safeguard for preserving the stability of control of listed companies. In light of the progressive advancements in financial practices, the “separation of beneficial power and voting power” has become increasingly apparent. As a result, voting proxy for listed companies has emerged as a byproduct of this trend. In contrast to the conventional proxy mechanism, the voting proxy exhibits unique characteristics including “irrevocability,” “carte blanche,” “at the will of the trustee,” and “extended duration of the procuration.” This article presents an analysis of the voting proxies employed in China’s A-share market from 2015 to 2022. Specifically, it outlines the prevailing trends, key characteristics, and primary objectives of voting proxies during this period. Building upon this premise, the subsequent discussion delves into the distinctions between voting proxies and traditional mechanisms such as proxy voting and voting trusts. The article believes that the transfer of voting rights through a proxy involves the transfer of rights under the proxy’s name. Furthermore, it contends that such act of transferring voting rights also poses a serious challenge to various regulations in civil law, company law, and securities law. From a civil law perspective, the voting proxy contract is not deemed invalid on the grounds of circumventing the law. However, the validity of the “irrevocable” clause remains controversial in doctrine and judicial practice. Moreover, the contract’s fragility may also cause instability of the control of listed companies. In the realm of corporate law, the decoupling of voting power from beneficial power is a frequent occurrence, and while there exist agency costs linked to the act of voting rights at the will of the trustee, it is not possible to make a universal conclusion regarding the analysis of agency costs. As for securities law, the current approach to regulating voting proxies involves a case-by-case enquiry by regulators. In 2018, the Shanghai and Shenzhen Stock Exchanges released exposure drafts of information disclosure guidelines with the aim of establishing uniform regulatory standards. However, these documents have yet to be officially adopted and their idea of incorporating voting proxies alongside the regulation of concert parties exhibits apparent limitations. Although there is a genuine need for voting proxies, it is important to consider the hazards associated with excessive agency costs, legal violations, and disruption of the securities market’s stability. Therefore, this article endeavours to propose three aspects of the regulation of voting proxies：Firstly, the irrevocable clause is acknowledged as a means to prevent arbitrary revocation and maintain control stability of a listed company. However, it is crucial to allocate the responsibilities and obligations of the principal and trustee in a reasonable manner. Meanwhile, issues that blatantly violate regulation should be explicitly prohibited, and to mitigate the substantial agency costs linked to the long-term separation of beneficial power and voting power, a rational time frame will be needed. Finally, enhancements are required for regulations pertaining to the disclosure of information. The examination of the purpose behind the use of voting proxies warrants careful consideration. In this regard, it is pertinent to invoke the regulations governing the consolidation of interests of individuals acting in concert, thereby preventing shareholders from evading their obligation to offer to decrease their holdings and mitigating the negative effects of voting proxies on the company and other shareholders.