**Exhibit 4.32**

 

**POWER OF ATTORNEY**

 

I, Yu Zhou, citizen of the People’s Republic of China (the “**PRC**”), PRC ID card number 370203197209032018, hereby irrevocably authorize any individual appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. (**WFOE**), who is approved by Youku Tudou Inc.  (“**Authorizee**”), to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., the following powers and rights during the term of this Power of Attorney (“**POA”**) pursuant to Section 3.5 of the Business Operations Agreement entered into among WFOE, Shanghai Quan Toodou Network Science and Technology Co., Ltd (“**Shanghai Quan Toodou**”), Qin Qiong, Liu Dele and I on April 23, 2013 (the “**Operations Agreement**”):

 

I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Shanghai Quan Toodou and exercise the full voting rights as its shareholder as granted to me by law and under the Articles of Association of Shanghai Quan Toodou, including but not limited to, the right to propose the holding of shareholders’ meeting, to accept any notification about the holding and discussion procedure of the meeting, to attend the shareholders’ meeting of Shanghai Quan Toodou and exercise the full voting rights (such as, my authorized representative on the shareholders’ meeting of the company, to designate and appoint the executive director or directors of the Board and the general manager and to decide the allotment of the profits, etc.), to sell or transfer any or all of my shares of Shanghai Quan Toodou.

 

The authorization I granted to WFOE can be re-authorized or assigned to any third party without my consent.  In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and the applicable laws.

 

The POA shall retroactively take effect from January 28, 2013 and will remain effective as long as Shanghai Quan Toodou exists. The POA amends and restates the POA dated January 28, 2013.

 

 
|   | **Yu   Zhou**               |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | /s/ Yu Zhou                 |
|   |                        |
|   | Date:   April 23, 2013 |

 

----

 

**POWER OF ATTORNEY**

 

I, Qin Qiong, citizen of the People’s Republic of China (the “**PRC**”), PRC ID card number 310108197109214485, hereby irrevocably authorize any individual appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. (**WFOE**), who is approved by Youku Tudou Inc.  (“**Authorizee**”), to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., the following powers and rights during the term of this Power of Attorney (“**POA”**) pursuant to Section 3.5 of the Business Operations Agreement entered into among WFOE, Shanghai Quan Toodou Network Science and Technology Co., Ltd (“**Shanghai Quan Toodou**”), Liu Dele, Yu Zhou and I on April 23, 2013 (the “**Operations Agreement**”):

 

I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Shanghai Quan Toodou and exercise the full voting rights as its shareholder as granted to me by law and under the Articles of Association of Shanghai Quan Toodou, including but not limited to, the right to propose the holding of shareholders’ meeting, to accept any notification about the holding and discussion procedure of the meeting, to attend the shareholders’ meeting of Shanghai Quan Toodou and exercise the full voting rights (such as, my authorized representative on the shareholders’ meeting of the company, to designate and appoint the executive director or directors of the Board and the general manager and to decide the allotment of the profits, etc.), to sell or transfer any or all of my shares of Shanghai Quan Toodou.

 

The authorization I granted to WFOE can be re-authorized or assigned to any third party without my consent.  In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and the applicable laws.

 

The POA shall retroactively take effect from January 28, 2013 and will remain effective as long as Shanghai Quan Toodou exists. The POA amends and restates the POA dated January 28, 2013.

 

 
|   | **Qin   Qiong**             |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | /s/ Qin Qiong               |
|   |                        |
|   | Date:   April 23, 2013 |

 

----

 

**POWER OF ATTORNEY**

 

I, Liu Dele, citizen of the People’s Republic of China (the “**PRC**”), PRC ID card number 310101196805284437, hereby irrevocably authorize any individual appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. (**WFOE**), who is approved by Youku Tudou Inc.  (“**Authorizee**”), to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., the following powers and rights during the term of this Power of Attorney (“**POA”**) pursuant to Section 3.5 of the Business Operations Agreement entered into among WFOE, Shanghai Quan Toodou Network Science and Technology Co., Ltd (“**Shanghai Quan Toodou**”), Qin Qiong, Yu Zhou and I on April 23, 2013 (the “**Operations Agreement**”):

 

I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Shanghai Quan Toodou and exercise the full voting rights as its shareholder as granted to me by law and under the Articles of Association of Shanghai Quan Toodou, including but not limited to, the right to propose the holding of shareholders’ meeting, to accept any notification about the holding and discussion procedure of the meeting, to attend the shareholders’ meeting of Shanghai Quan Toodou and exercise the full voting rights (such as, my authorized representative on the shareholders’ meeting of the company, to designate and appoint the executive director or directors of the Board and the general manager and to decide the allotment of the profits, etc.), to sell or transfer any or all of my shares of Shanghai Quan Toodou.

 

The authorization I granted to WFOE can be re-authorized or assigned to any third party without my consent.  In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and the applicable laws.

 

The POA shall retroactively take effect from January 28, 2013 and will remain effective as long as Shanghai Quan Toodou exists. The POA amends and restates the POA dated January 28, 2013.

 

 
|   | **Liu   Dele**              |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | /s/ Liu Dele                |
|   |                        |
|   | Date:   April 23, 2013 |

 

----