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Exhibit 4.46
   SHARE PURCHASE AGREEMENT
 by and among
 NEWMARGIN HAPPYDIGITAL INVESTMENT PARTNERS INC.
 SHANGHAI NEWMARGIN VENTURE CAPITAL CO., LTD.
 - and -
 GIGAMEDIA CHINA LIMITED
 January 1, 2007




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SHARE PURCHASE AGREEMENT
 Agreement
 NEWMARGIN HAPPYDIGITAL INVESTMENT PARTNERS INC. Selling Shareholder
 SHANGHAI NEWMARGIN VENTURE CAPITAL CO., LTD.  NewMargin Parent
 GIGAMEDIA CHINA LIMITED Purchaser
 WHEREAS
 Company
   Purchase Shares Purchase Share
  1




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SECTION 1 DEFINITIONS
  Domestic
ICP Enterprise
 GIGAMEDIA
 Happy Digital
 MAA
 New Articles Existing
Shareholders
 New Shareholders Agreement
 Net Operating Income i ii
 2




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st
 November 25, 2006 Shareholders Agreement
 Ordinary Shares
 SECTION 2 AGREEMENT TO PURCHASE AND SALE
 Agreement to Purchase and Sale. Purchase Price
 Purchase Price.
     Payment of the Purchase Price
 3




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First Installment
 Second Installment
 SECTION 3 CLOSING; DELIVERY
 Closing Closing th Closing Date
 Delivery at the Closing
     SECTION
4 REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER AND NEWMARGIN PARENT
  4




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Organization, Good Standing and Qualification.
 Capitalization.
 Ordinary Shares
 Preferred Shares
 Options, Warrants, Reserved Shares Liens
 Valid Issuance of Purchase Shares.
 Due Authorization Ancillary Agreements
 5




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No Conflicts i ii iii
 Financial Statements. Financial Statements Balance
Sheet Date
 Activities Since Balance Sheet Date.
 Disclosure.
 SECTION
5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
  6




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Authorization
 No Conflicts; Consents and Approvals, etc i ii
 SECTION 6 ADDITIONAL COVENANTS
 Filing of the New Articles
 Operation in Ordinary Course.
 SECTION 7 CONDITIONS TO CLOSING BY PURCHASER
  Representations and Warranties True and Correct
 Performance of Obligations
 7




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New Articles
 Execution of New Shareholders Agreement
 Consents, Approvals and Waivers under the November 25, 2006 Shareholders
Agreement.
 No Material Adverse Change.
 Replacement of Directors.
 Successful Transfer of Local ICP Enterprise.
 Selling Shareholders Deliverables.
 Provision of Information and Materials.
 8




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SECTION
8 CONDITIONS TO PAYMENT OF SECOND INSTALLMENT
 Conditions to Payment.
 SECTION 9 TERMINATION
 Termination of Agreement
   Effect of Termination
 Survival
 9




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SECTION 10 CONFIDENTIALITY
 Confidential Information.
 Non-Disclosure.
   SECTION 11 MISCELLANEOUS
 Binding Effect; Assignment
 Governing Law
 Dispute Resolution
 10




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Costs and Expenses
 Notices
    
  
  
 x y
 11




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A B
 Counterparts
 [SIGNATURE PAGE FOLLOWS]
 12




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(Signature Page)
  NEWMARGIN HAPPYDIGITAL INVESTMENT PARTNERS INC.By:
    
    /s/ Wu XinName:
    
    Wu XinTitle:
    
    DirectorSHANGHAI NEWMARGIN VENTURE CAPITALCO., LTD.By:
    
    /s/ Feng TaoName:
    
    Feng TaoTitle:
    
    PresidentGIGAMEDIA CHINA LIMITEDBy:
    
    /s/ Arthur WangName:
    
    Arthur WangTitle:
    
    CEO
  T2CN Holding Limited
 By:
    
    /s/ Feng TaoName:
    
    ChairmanTitle:
    
    Feng Tao




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Exhibit A
Financial Statements