Exhibit 4.32
English Translation
I,
Xu Qing, a citizen of the People’s Republic of China (
“China”), Chinese ID number:
11010119610220531X, am a shareholder of Beijing AirMedia UC Advertising Co., Ltd. (
“AirMedia UC”)
and hold the 17.24% equity of AirMedia UC. I hereby irrevocably authorize Mr.
Guo Man to
exercise the following rights within the valid term of this
Power of Attorney:
Authorize Mr.
Guo Man (Chinese ID number: 110102196305041171) to represent myself to
exercise my shareholder rights (including voting power) as specified by PRC laws and the articles
of association of AirMedia UC at the shareholders’ meeting of AirMedia UC, including, but not
limited to, signing related legal instruments with respect to the selling or transfer of all or
part of my equity in AirMedia UC and as my authorized representative, nominating and appointing the
general manager of AirMedia UC at the shareholders’ meeting of AirMedia UC.
The precondition for the said authorization and entrustment is that Mr.
Guo Man is a
Chinese citizen and an employee of AirMedia Technology (Beijing) Co., Ltd. (
“AM Technology”) and AM
Technology agrees to the said authorization and entrustment. Once Mr.
Guo Man no longer
serves AM Technology or AM Technology informs me to terminate the said authorization and
entrustment, I will immediately withdraw the entrustment and authorization granted herein to him
and will designate/authorize the other person as nominated by AM Technology to exercise any and all
my shareholder rights (including voting power) at the shareholders’ meeting of AirMedia UC.
This
Power of Attorney shall become effective as of the signing date and will remain in force
throughout the duration of AirMedia UC, unless the Call Option Agreement jointly signed by me, AM
Technology and AirMedia UC on
June 14, 2007 is prematurely terminated for whatsoever reason.
Exhibit 4.32
English Translation
I,
Guo Man, a citizen of the People’s Republic of China (
“China”), Chinese ID number:
110102196305041171, am a shareholder of Beijing AirMedia UC Advertising Co., Ltd. (
“AirMedia UC”)
and hold the 82.76% equity of AirMedia UC. I hereby irrevocably authorize Mr.
Zhang Xiaoya
to exercise the following rights within the valid term of this
Power of Attorney:
Authorize Mr.
Zhang Xiaoya (Chinese ID number: 130104196210091519) to represent myself
to exercise my shareholder rights (including voting power) as specified by PRC laws and the
articles of association of AirMedia UC at the shareholders’ meeting of AirMedia UC, including, but
not limited to, signing related legal instruments with respect to the selling or transfer of all or
part of my equity in AirMedia UC and as my authorized representative, nominating and appointing the
general manager of AirMedia UC at the shareholders’ meeting of AirMedia UC.
The precondition for the said authorization and entrustment is that Mr. Zhang Xiaoya
is a Chinese citizen and an employee of AirMedia Technology (Beijing) Co., Ltd. (“AM Technology”)
and AM Technology agrees to the said authorization and entrustment. Once Mr. Zhang Xiaoya
no longer serves AM Technology or AM Technology informs me to terminate the said authorization and
entrustment, I will immediately withdraw the entrustment and authorization granted herein to him
and will designate/authorize the other person as nominated by AM Technology to exercise any and all
my shareholder rights (including voting power) at the shareholders’ meeting of AirMedia UC.
This
Power of Attorney shall become effective as of the signing date and will remain in force
throughout the duration of AirMedia UC, unless the Call Option Agreement jointly signed by me, AM
Technology and AirMedia UC on
June 14, 2007 is prematurely terminated for whatsoever reason.
