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Exhibit 4.31
 
 STATS ChipPAC Ltd.
 Employee Share Purchase Plan 2004
 (Adopted and approved at the Extraordinary Meeting
held on 4 August 2004)
 (Amended by ordinary resolution approved at the 12th Annual General Meeting held on
25 April 2006)
 (Amended by the Board of Directors on November 8, 2007
with effect from December 31, 2007)




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TABLE OF CONTENTS
 PageSECTION 1       PURPOSE OF THE PLAN
    
    1SECTION 2       ADMINISTRATION OF THE PLAN
    
    1(a)
    
    Committee Composition
    
    1(b)
    
    Committee Responsibilities
    
    1(c)
    
    Committee Liability
    
    1(d)
    
    Board Action
    
    1(e)
    
    Timing
    
    1(f)
    
    Governing Law
    
    1SECTION 3       ENROLLMENT AND PARTICIPATION
    
    1(a)
    
    Purchase Periods
    
    1(b)
    
    Enrollment
    
    2(c)
    
    Duration of Participation
    
    2SECTION 4       EMPLOYEE CONTRIBUTIONS
    
    2(a)
    
    Amount of Contributions
    
    2(b)
    
    Payment of Lump Sum Cash Payments
    
    2(c)
    
    Frequency of Payroll Deductions
    
    2(d)
    
    Changing Contribution Rates
    
    2SECTION 5       WITHDRAWAL FROM THE PLAN
    
    3(a)
    
    Withdrawal
    
    3(b)
    
    Re-Enrollment After Withdrawal
    
    3SECTION 6       CHANGE IN EMPLOYMENT STATUS
    
    3(a)
    
    Termination of Employment
    
    3(b)
    
    Leave of Absence
    
    3(c)
    
    Death
    
    3SECTION 7       PLAN ACCOUNTS AND PURCHASE OF ORDINARY SHARES
    
    3(a)
    
    Plan Accounts
    
    3(b)
    
    Purchase Price
    
    4(c)
    
    Matching Contributions
    
    4(d)
    
    Number of Ordinary Shares Purchased
    
    4(e)
    
    Available Ordinary Shares Insufficient
    
    4(f)
    
    Issuance or Transfer of Ordinary Shares
    
    4(g)
    
    Unused Cash Balances
    
    5SECTION 8       LIMITATIONS ON OWNERSHIP
    
    5SECTION 9       RIGHTS NOT TRANSFERABLE
    
    5SECTION 10     NO RIGHTS AS AN EMPLOYEE
    
    5SECTION 11     NO RIGHTS AS A SHAREHOLDER
    
    6SECTION 12     SECURITIES LAW REQUIREMENTS
    
    6SECTION 13     ORDINARY SHARES OFFERED UNDER THE PLAN
    
    6(a)
    
    Authorized Ordinary Shares
    
    6(b)
    
    Anti-Dilution Adjustments
    
    6(c)
    
    Corporate Transactions
    
    6




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PageSECTION 14     TERMINATION, AMENDMENT OR DISCONTINUANCE
    
    6SECTION 15     SHAREHOLDER APPROVAL
    
    7SECTION 16     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
    
    7SECTION 17     DEFINITIONS
    
    7SECTION 18     EXECUTION
    
    10
  ii




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STATS ChipPAC Ltd.  Employee Share Purchase Plan 2004
 
 SECTION 1
    
    PURPOSE OF THE PLAN.
  
 SECTION 2
    
    ADMINISTRATION OF THE PLAN.
 
 Committee Composition.
 
 Committee Responsibilities.
 
 Committee Liability.
 
 Board Action.
 
 Timing.
 
 Governing Law.
 
 SECTION 3
    
    ENROLLMENT AND PARTICIPATION.
 
 Purchase Periods.




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Enrollment.
 
 Duration of Participation.
 
 SECTION 4
    
    EMPLOYEE CONTRIBUTIONS.
 
 Amount of Contributions.
 
 Payment of Lump Sum Cash Payments.
 
 Frequency of Payroll Deductions.
 
 Changing Contribution Rates.
 2




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SECTION 5
    
    WITHDRAWAL FROM THE PLAN.
 
 Withdrawal.
 
 Re-Enrollment After Withdrawal.
 
 SECTION 6
    
    CHANGE IN EMPLOYMENT STATUS.
 
 Termination of Employment.
 
 Leave of Absence.
 
 Death.
 
 SECTION 7
    
    PLAN ACCOUNTS AND PURCHASE OF ORDINARY SHARES.
 
 Plan Accounts.
 3




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Purchase Price.
 
 Matching Contributions.
 
 Number of Ordinary Shares Purchased.
 
 Available Ordinary Shares Insufficient.
 
 Issuance or Transfer of Ordinary Shares.
 4




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Unused Cash Balances.
 
 SECTION 8
    
    LIMITATIONS ON OWNERSHIP.
  
 SECTION 9
    
    RIGHTS NOT TRANSFERABLE.
  
 SECTION 10
    
    NO RIGHTS AS AN EMPLOYEE.
  5




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SECTION 11
    
    NO RIGHTS AS A SHAREHOLDER.
  
 SECTION 12
    
    SECURITIES LAW REQUIREMENTS.
  
 SECTION 13
    
    ORDINARY SHARES OFFERED UNDER THE PLAN.
 
 Authorized Ordinary Shares.
 
 Anti-Dilution Adjustments.
 
 Corporate Transactions.
 
 SECTION 14
    
    TERMINATION, AMENDMENT OR DISCONTINUANCE.
  6




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SECTION 15
    
    SHAREHOLDER APPROVAL.
  
 SECTION 16
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT.
  
 SECTION 17
    
    DEFINITIONS.
 Board of Directors
 Business Day
 CDP
 Committee
 Company
 Compensation
 Corporate Transaction
 7




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CPF
 Eligible Employee
 Fair Market Value
   8




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Offering Date
 Ordinary Share
 Parent
 Participant
 Participating Company
 Plan
 Plan Account
 Purchase Date
 Purchase Period
 Purchase Price
 Subsidiary
 U.S. Exchange Act
 9




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##### Table of Contents



SECTION 18
    
    EXECUTION.
  STATS ChipPAC Ltd.By:Title: 10