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Exhibit 4.44
  
 SHARE PURCHASE AGREEMENT
 CHENGWEI (CHINA) INVESTMENT COMPANY
 MR. GREG. WEI GANG YE
 MS. JIA YI WAN
 - and -
 GIGAMEDIA CHINA LIMITED
 January 1, 2007




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SHARE PURCHASE AGREEMENT
 Agreement
 CHENGWEI (CHINA) INVESTMENT COMPANY CHENGWEI
 GREG.
WEI GANG YE  GREG
 JIA
YI WAN  WAN
 GIGAMEDIA CHINA LIMITED Purchaser
 CHENGWEI GREG WAN Selling Shareholders Selling Shareholder
 WHEREAS
 Company
  Purchase
Shares
  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.
 (i)
    
    2,074,000 Purchase Shares from CHENGWEI;(ii)
    
    200,000 Purchase Shares from GREG; and(iii)
    
    100,000 Purchase Shares from WAN.
 Purchase Price. Purchase Price
     3




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Payment of the Purchase Price.
 First
Installment
 Second Installment
 SECTION 3 CLOSING; DELIVERY
 Closing Closing th Closing Date
 Delivery at the Closing
     4




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SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS
  Organization, Good Standing and Qualification.
 Capitalization.
 Ordinary Shares
 Preferred Shares
 Options, Warrants, Reserved Shares Liens
 Valid Issuance of Purchase Shares.
 5




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Due Authorization Ancillary Agreements
 No Conflicts i ii iii
 Financial Statements. Financial Statements Balance Sheet Date
 Activities since Balance Sheet Date.
 Disclosure.
 6




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SECTION 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
  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
 7




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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.
 Successful Transfer of Local ICP Enterprise.
 8




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Facilitating Management Transition of the Company
 Selling Shareholders Deliverables
 Provision of Information and Materials.
 SECTION 8 CONDITIONS TO PAYMENT OF SECOND INSTALLMENT
 8.1 Conditions to Payment.
 SECTION 9 TERMINATION
 Termination of Agreement
   Effect of Termination
 9




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




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Dispute Resolution
 Costs and Expenses
 Notices
   
  
   11




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x y A B
 Counterparts
 [SIGNATURE PAGE FOLLOWS]
 12




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(Signature Page)
  CHENGWEI (CHINA) INVESTMENT COMPANYBy:
    
    /s/ Feng BoName: Feng BoTitle: DirectorGREG. WEI GANG YEBy:
    
    /s/ Greg. Wei Gang YeJIA YI WANBy:
    
    /s/ Jia Yi WanGIGAMEDIA 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