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Exhibit 1.2
 
 NEW ARTICLES OF ASSOCIATION
 of
 STATS CHIPPAC LTD.
(formerly known as ST ASSEMBLY TEST SERVICES LTD)
(Adopted by Special Resolution passed on
19 January 2000)
(Amended by Special Resolutions passed on
31 May 2001, 30 May 2002, 28 May 2003, 4 August 2004, 25 April 2006 and 23 April 2008)




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C O N T E N T S
 PAGEARTICLES OF ASSOCIATION:-Preliminary
    
    
    1Share Capital
    
    
    3Issue of Shares
    
    
    3Treasury Shares
    
    
    4Variation of Rights
    
    
    4Alteration of Share Capital
    
    
    4Shares
    
    
    5Share Certificates
    
    
    6Calls on Shares
    
    
    8Forfeiture and Lien
    
    
    9Transfer of Shares
    
    
    10Transmission of Shares
    
    
    12Stock
    
    
    13General Meetings
    
    
    13Notice of General Meetings
    
    
    14Proceedings at General Meetings
    
    
    15Votes of Members
    
    
    17Corporations Acting by Representatives
    
    
    19Directors
    
    
    19Chief Executive Officer or President
    
    
    21Appointment and Retirement of Directors
    
    
    22Alternate Directors
    
    
    23




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C O N T E N T S
 PAGEMeetings and Proceedings of Directors
    
    
    24Borrowing Powers
    
    
    26General Powers of Directors
    
    
    26Secretary
    
    
    27The Seal
    
    
    27Authentication of Documents
    
    
    27Reserves
    
    
    28Dividends
    
    
    28Bonus Issues and Capitalisation of Profits and Reserves
    
    
    30Accounts
    
    
    32Auditors
    
    
    33Notices
    
    
    33Winding Up
    
    
    34Indemnity
    
    
    34Secrecy
    
    
    35




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PRELIMINARY
 The Act
    
    The Companies Act, Chapter 50.The Company
    
    ST Assembly Test Services Ltd.In writing
    
    Written or produced by any substitute for writing or partly one and partly another.Month
    
    Calendar month.Office
    
    The registered office of the Company for the time being.Ordinary Shares
    
    The ordinary shares in the capital of the Company.Paid
    
    Paid or credited as paid.Seal
    
    The Common Seal of the Company.The Statutes
    
    The Act and every other Act for the time being in force concerning companies and affecting the Company.
 
 *
    
    The Name of the Company was changed to STATS CHIPPAC LTD. with effect from 5 August 2004.**
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General
Meeting held on 25 April 2006.




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These presents
    
    These Articles of Association as from time to time altered.Year
    
    Calendar year.
   (a)
    
    exclude the Depository or its nominee (as the case may be) except where
otherwise expressly provided in these presents or where the term registered
holders or registered holder is used in these presents; and(b)
    
    where the context so requires, be deemed to include references to
Depositors whose names are entered in the Depository Register in respect of
those shares, and(c)
    
    except where otherwise expressly provided in these presents, exclude the
Company in relation to shares held by it as treasury shares,




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ISSUE OF SHARES
 
 
  *
    
    Deleted by Special Resolution passed at the Twelfth Annual General Meeting held on 25 April 2006.**
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General Meeting held
on 25 April 2006.




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TREASURY SHARES
 
 
   
 VARIATION OF RIGHTS
 mutatis mutandis
 
  pari passu
 
   
 ALTERATION OF SHARE CAPITAL
 *
    
    Inserted by Special Resolution passed at the Twelfth Annual General Meeting held on 25 April 2006.**
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General Meeting held
on 25 April 2006.***
    
    Deleted by Special Resolution passed at the Twelfth Annual General Meeting held on 25 April 2006.




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(a)
    
    consolidate and divide all or any of its shares;(b)
    
    sub-divide its shares, or any of them (subject, nevertheless, to the
provisions of the Statutes), and so that the resolution whereby any share
is sub-divided may determine that, as between the holders of the shares
resulting from such sub-division, one or more of the shares may, as
compared with the others, have any such preferred, deferred or other
special rights, or be subject to any such restrictions, as the Company has
power to attach to unissued or new shares;(c)
    
    subject to the provisions of the Statutes, convert any class of shares
into any other class of shares.
 
  
 
  
 
   
 SHARES
 *
    
    Deleted and substituted by Special Resolution
passed at the Twelfth Annual General Meeting held
on 25 April 2006.




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SHARE CERTIFICATES
 
 
   *
    
    Deleted and substituted by Special
Resolution passed at the Twelfth
Annual General Meeting held on 25
April 2006.




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*
    
    Deleted and substituted by Special
Resolution passed at the Twelfth
Annual General Meeting held on 25
April 2006.




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CALLS ON SHARES
 
 
   
 
   
 
   
 
   
 
   
 
   pro tanto
 
 *
    
    Deleted and substituted by
Special Resolution passed at the
Twelfth Annual General Meeting
held on 25 April 2006.




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FORFEITURE AND LIEN




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TRANSFER OF SHARES
 
 
   *
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General Meeting held
on 25 April 2006.




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(a)
    
    such fee not exceeding $2 as the Directors may from time to time
require, is paid to the Company in respect thereof;(b)
    
    the amount of proper duty (if any) with which each instrument of
transfer is chargeable under any law for the time being in force
relating to stamps is paid;(c)
    
    the instrument of transfer is deposited at the Office or at such
other place (if any) as the Directors may appoint accompanied by a
certificate of payment of stamp duty (if any), the certificates of the
shares to which the transfer relates, and such other evidence as the
Directors may reasonably require to show the right of the transferor to
make the transfer and, if the instrument of transfer is executed by some
other person on his behalf, the authority of the person so to do; and(d)
    
    the instrument of transfer is in respect of only one class of shares.
 
   
 
   
 
   *
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General Meeting held
on 25 April 2006.




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(a)
    
    the provisions aforesaid shall apply only to the destruction of a
document in good faith and without notice of any claim (regardless of
the parties thereto) to which the document might be relevant;(b)
    
    nothing herein contained shall be construed as imposing upon the
Company any liability in respect of the destruction of any such document
earlier than as aforesaid or in any other circumstances which would not
attach to the Company in the absence of this Article; and(c)
    
    references herein to the destruction of any document include
references to the disposal thereof in any manner.
 
   
 TRANSMISSION OF SHARES




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STOCK
 
 
   
 
   
 
   
 GENERAL MEETINGS
 
 
   *
    
    Deleted and substituted by Special
Resolution passed at the Twelfth
Annual General Meeting held on 25
April 2006.




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NOTICE OF GENERAL MEETINGS
 (a)
    
    in the case of an
Annual General Meeting,
by all the members
entitled to attend and
vote thereat; and(b)
    
    in the case of an
Extraordinary General
Meeting, by a majority in
number of the members
having a right to attend
and vote thereat, being a
majority together holding
not less than 95 per
cent. of the total voting
rights of all members
having a right to vote at
that meeting.
 
   
 
   (a)
    
    declaring dividends;
 
 *
    
    Deleted and substituted by Special Resolution
passed at the Twelfth Annual General Meeting held
on 25 April 2006.




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(b)
    
    receiving and
adopting the accounts,
the reports of the
Directors and Auditors
and other documents
required to be attached
or annexed to the
accounts;(c)
    
    appointing or
re-appointing Directors
to fill vacancies arising
at the meeting on
retirement whether by
rotation or otherwise;(d)
    
    re-appointing the
retiring Auditors (unless
they were last appointed
otherwise than by the
Company in General
Meeting);(e)
    
    fixing the
remuneration of the
Auditors or determining
the manner in which such
remuneration is to be
fixed; and(f)
    
    fixing the
remuneration of the
Directors proposed to be
paid under Article 81.
 
   
 
   
 PROCEEDINGS AT GENERAL MEETINGS
 
 
   
 
   
 
   sine die sine die sine die




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(a)
    
    the chairman of the meeting; or(b)
    
    not less than five members
present in person or by proxy and
entitled to vote at the meeting; or(c)
    
    a member present in person or
by proxy and representing not
less than one-tenth of the total
voting rights of all the members
having the right to vote at the
meeting; or(d)
    
    a member present in person or
by proxy and holding not less
than 10 per cent. of the total
number of paid-up shares of the
Company (excluding treasury
shares);
 
   *
    
    Deleted and substituted by Special Resolution passed at
the Twelfth Annual General Meeting held on 25 April 2006.




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VOTES OF MEMBERS
 
 
   
 
   
 
   *
    
    Deleted and substituted by Special Resolution passed at
the Twelfth Annual General Meeting held on 25 April 2006.




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(a)
    
    to reject any instrument of
proxy lodged if the Depositor is
not shown to have any shares
entered against his name in the
Depository Register as at 48
hours before the time of the
relevant General Meeting as
certified by the Depository to
the Company; and(b)
    
    to accept as the maximum
number of votes which in
aggregate the proxy or proxies
appointed by the Depositor is or
are able to cast on a poll a
number which is the number of
shares entered against the name
of that Depositor in the
Depository Register as at 48
hours before the time of the
relevant General Meeting as
certified by the Depository to
the Company, whether that number
is greater or smaller than the
number specified in any
instrument of proxy executed by
or on behalf of that Depositor.
 
   
 
   
 
   
 
   (a)
    
    in the case of an individual,
shall be signed by the appointor
or his attorney; and(b)
    
    in the case of a corporation,
shall be either given under its
common seal or signed on its
behalf by an attorney or a duly
authorised officer of the
corporation.




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CORPORATIONS ACTING BY REPRESENTATIVES
 
 
   
 DIRECTORS
 
 
   *
    
    Deleted and substituted by Special
Resolution passed at the Twelfth
Annual General Meeting held on 25
April 2006.




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*CHIEF EXECUTIVE OFFICER OR PRESIDENT
 
 
   subject to the provisions of
any contract between him and the Company,
 
   
 
   *
    
    Deleted and substituted by Special Resolution passed at the Eighth Annual General Meeting held on
30 May 2002.#
    
    Altered by Special Resolution passed at the Fourteenth Annual General Meeting held on 23 April 2008.




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APPOINTMENT AND RETIREMENT OF DIRECTORS
 (a)
    
    if he shall become prohibited by law from acting as a Director;
or(b)
    
    if (not being a Director holding any executive office for a
fixed term) he shall resign by writing under his hand left at the
Office or if he shall in writing offer to resign and the Directors
shall resolve to accept such offer; or(c)
    
    if he shall have a receiving order made against him or shall
compound with his creditors generally; or(d)
    
    if he becomes of unsound mind or if in Singapore or elsewhere an
order shall be made by any court claiming jurisdiction in that
behalf on the ground (however formulated) of mental disorder for
his detention or for the appointment of a guardian or for the
appointment of a receiver or other person (by whatever name called)
to exercise powers with respect to his property or affairs; or(e)
    
    if he is removed by the Company in General Meeting pursuant to
Article 98.
 
   
 
   
 
   (a)
    
    where at such meeting it is expressly resolved not to fill such
office or a resolution for the re-election of such Director is put
to the meeting and lost;(b)
    
    where such Director has given notice in writing to the Company
that he is unwilling to be re-elected;
 
 *
    
    Deleted and substituted by Special Resolution passed at the Eighth Annual General Meeting
held on 30 May 2002.




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(c)
    
    where the default
is due to
the moving
of a
resolution
in
contravention of the
next
following
Article; or(d)
    
    where
such
Director
has
attained
any
retiring
age
applicable
to him as
Director.
 
   
 
   
 
   
 
  
 ALTERNATE DIRECTORS




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mutatis mutandis
 mutatis mutandis
 
   
 MEETINGS AND PROCEEDINGS OF DIRECTORS




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mutatis mutandis
 
  
 
  *
    
    Deleted and substituted by Special
Resolution passed at the Seventh
Annual General Meeting held on 31
May 2001.




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26
 BORROWING POWERS
 
 
   
 GENERAL POWERS OF DIRECTORS
 
 
  
 
  
 
  
 
  *
    
    Deleted and substituted by Special
Resolution passed at the Twelfth
Annual General Meeting held on 25
April 2006.




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SECRETARY
 
 
   
 THE SEAL
 
 
  
 
  
 
  
 
   
 AUTHENTICATION OF DOCUMENTS
 *
    
    Deleted and substituted by Special
Resolution passed at the Seventh
Annual General Meeting held on 31
May 2001.




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RESERVES
 
 
   
 DIVIDENDS
 
 
  
 
  
 
  (a)
    
    all dividends in respect of shares must be paid in proportion to the
number of shares held by a member but where shares are partly paid all
dividends must be apportioned and paid proportionately to the amounts
paid or credited as paid on the partly paid shares; and(b)
    
    all dividends must be apportioned and paid proportionately to the
amounts so paid or credited as paid during any portion or portions of the
period in respect of which the dividend is paid.
 
 *
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General Meeting held
on 25 April 2006.




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*
    
    Inserted by Special Resolution passed at the Twelfth Annual General Meeting held on 25 April 2006.




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inter se
 
   
 *BONUS ISSUES AND CAPITALISATION OF PROFITS AND RESERVES
 
 
  (a)
    
    issue bonus shares for which no consideration is payable
to the Company to the persons registered as holders of shares
in the Register of Members or (as the case may be) in the
Depository Register at the close of business on:
 
 *
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General
Meeting held on 25 April 2006.




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(i)
    
    the date of the Ordinary Resolution (or such
other date as may be specified therein or
determined as therein provided); or(ii)
    
    (in the case of an Ordinary Resolution
passed pursuant to Article 8(A)) such other date
as may be determined by the Directors,
  (b)
    
    capitalise any sum standing to the credit of any of the
Companys reserve accounts or other undistributable reserve
or any sum standing to the credit of profit and loss account
by appropriating such sum to the persons registered as
holders of shares in the Register of Members or (as the case
may be) in the Depository Register at the close of business
on:
 (i)
    
    the date of the Ordinary Resolution (or such
other date as may be specified therein or
determined as therein provided); or(ii)
    
    (in the case of an Ordinary Resolution
passed pursuant to Article 8(A)) such other date
as may be determined by the Directors,
  
 
  *
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General
Meeting held on 25 April 2006.




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ACCOUNTS
 
 
 
 
  
 
   
 AUDITORS
 
 
  *
    
    Deleted and substituted by Special
Resolution passed at the Twelfth
Annual General Meeting held on 25
April 2006.




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33
 NOTICES
 
 
  
 
  
 
  *
    
    Inserted by Special Resolution passed at the Twelfth Annual General Meeting held on 25 April 2006.**
    
    Deleted and substituted by Special Resolution passed at the Twelfth Annual General Meeting held
on 25 April 2006.




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WINDING UP
 
 
  in specie
 
  
 
  
 
   
 INDEMNITY




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SECRECY