##### 



Exhibit 4.43
  
 SHARE PURCHASE AGREEMENT
 by and among
 NEWMARGIN T2CN INVESTMENT LTD.
 SHANGHAI NEWMARGIN VENTURE CAPITAL CO., LTD.
 - and -
 GIGAMEDIA CHINA LIMITED
 January 1, 2007




---



##### 



SHARE PURCHASE AGREEMENT
 Agreement
 NEWMARGIN T2CN INVESTMENT LTD Selling Shareholder
 SHANGHAI NEWMARGIN VENTURE CAPITAL CO., LTD.  NewMargin Parent
 GIGAMEDIA CHINA LIMITED Purchaser
 WHEREAS
 Company
   Purchase Shares Purchase Share
  SECTION 1 DEFINITIONS
  1




---



##### 



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




---



##### 



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
 First Installment
 3




---



##### 



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




---



##### 



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




---



##### 



Agreements
 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




---



##### 



Authorization
 No Conflicts; Consents and Approvals, etc i ii
 SECTION 6 ADDITIONAL COVENANTS
 Filing of the New Articles
 Lock-up Period of GIGAMEDIA Shares
 Operation in Ordinary Course.
 SECTION 7 CONDITIONS TO CLOSING BY PURCHASER
  7




---



##### 



Representations and Warranties True and Correct
 Performance of Obligations
 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.
 8




---



##### 



Successful Transfer of Local ICP Enterprise.
 Selling Shareholders Deliverables.
 Provision of Information and Materials.
 SECTION 8 CONDITIONS TO PAYMENT OF SECOND INSTALLMENT
 Conditions to Payment.
 SECTION 9 TERMINATION
 Termination of Agreement
   Effect of Termination
 9




---



##### 



Survival
 SECTION 10 CONFIDENTIALITY
 Confidential Information.
 Non-Disclosure.
   SECTION 11 MISCELLANEOUS
 Binding Effect; Assignment
 10




---



##### 



Governing Law
 Dispute Resolution
 Costs and Expenses
 Notices
  
  
  
 11




---



##### 



x y A B
 Counterparts
 [SIGNATURE PAGE FOLLOWS]
 12




---



##### 



(Signature Page)
  NEWMARGIN T2CN INVESTMENT LTDBy:
    
    /s/ Feng TaoName: Feng TaoTitle: DirectorSHANGHAI NEWMARGIN VENTURE CAPITAL CO., 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




---



##### 



Exhibit A
Financial Statements