SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TEMASEK HOLDINGS LTD (Last) (First) (Middle) 60B ORCHARD ROAD, #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE 238891 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/10/2004	3. Issuer Name and Ticker or Trading Symbol CHIPPAC INC [ CHPC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, Par value $0.01	0(1)(2)(3)(4)	I	By contract
Class A Common Stock, Par value $0.01	0(5)	I	By contract
Class A Common Stock, Par value $0.01	0(6)	I	By contract
Class A Common Stock, Par value $0.01	0(7)	I	By contract

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TEMASEK HOLDINGS LTD (Last) (First) (Middle) 60B ORCHARD ROAD, #06-18 TOWER 2 THE ATRIUM@ORCHARD (Street) SINGAPORE 238891 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SINGAPORE TECHNOLOGIES PTE LTD (Last) (First) (Middle) 51 CUPPAGE ROAD #09-01 STARHUB CENTRE (Street) SINGAPORE 229469 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SINGAPORE TECHNOLOGIES SEMICONDUCTORS PTE LTD (Last) (First) (Middle) 51 CUPPAGE ROAD #09-01 STARHUB CENTRE (Street) SINGAPORE 229469 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ST ASSEMBLY TEST SERVICES LTD (Last) (First) (Middle) 5 YISHUN STREET 23 (Street) SINGAPORE 768442 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Temasek Holdings (Private) Limited ("Temasek") files this Form 3 in connection with the Voting Agreement, dated as of February 10, 2004 (the "Voting Agreement"), among ST Assembly Test Services Ltd ("STATS"), an indirect majority owned subsidiary of Temasek, and certain stockholders (the "Stockholders") of ChipPAC, Inc. ("ChipPAC"). The Voting Agreement was entered into concurrently with the Agreement and Plan of Merger and Reorganization, dated as of February 10, 2004, among STATS, Camelot Merger, Inc., a Delaware corporation and a wholly owned subsidiary of STATS ("Merger Sub"), and ChipPAC (the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub will be merged (the "Merger") with and into ChipPAC, with ChipPAC continuing as the surviving corporation.

2. Each Stockholder, by its execution of the Voting Agreement, has agreed that at every meeting of the stockholders of ChipPAC and in every action by consent of the stockholders of ChipPAC, such Stockholder shall, provided that such Stockholder has not received notice from STATS stating STATS' intention to exercise the Proxy (as defined below) at such meeting, appear at any such meeting or otherwise cause all shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of ChipPAC beneficially owned by it (with respect to each Stockholder, the "Shares") to be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (or cause to be voted or consented) such Stockholder's Shares in favor of the approval and adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger.

3. In addition, each Stockholder has agreed to vote or consent (or cause to be voted or consented) such Stockholder's Shares, except as otherwise agreed to in writing in advance by STATS, against any action, proposal, agreement or transaction, including, but not limited to, any Competing Transaction (as defined in the Merger Agreement), other than the Merger Agreement and the Merger, the purpose or effect of which would be expected to prevent, delay, postpone or materially adversely affect the Merger. Concurrently with the execution of the Voting Agreement, each Stockholder delivered to STATS a proxy in the form attached as Exhibit B to the Voting Agreement (the "Proxy"), which such Stockholder agreed shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

4. Consequently, for the purposes of determining Temasek's status as a 10% holder, Temasek is deemed to own beneficially 18,167,837 shares of Class A common stock pursuant to its voting power over such shares. However, for Form 3 purposes, Temasek is not the beneficial owner of any shares of Class A common stock because Temasek currently has no pecuniary interest in the shares subject to the Voting Agreement and will obtain such pecuniary interest only upon consummation of the Merger.

5. Singapore Technologies Pte Ltd ("STPL"), a directly and indirectly held wholly owned subsidiary of Temasek, also files this Form 3 pursuant to the Voting Agreement, but has no securities to report thereunder for the same reason that Temasek does not.

6. Singapore Technologies Semiconductors Pte Ltd ("STSPL"), a wholly owned subsidiary of STPL, also files this Form 3 pursuant to the Voting Agreement, but has no securities to report thereunder for the same reason that Temasek does not.

7. STATS, a directly held majority owned subsidiary of STSPL, also files this Form 3 pursuant to the Voting Agreement, but has no securities to report thereunder for the same reason that Temasek does not.

	/s/ Ng Lai Cheng-Company Secretary, Temasek Holdings (Private) Limited	02/20/2004
	/s/ Chua Su Li-Company Secretary, Singapore Technologies Pte Ltd	02/20/2004
	/s/ Lam Lee Fong-Company Secretary, Singapore Technologies Semiconductors Pte Ltd	02/20/2004
	/s/ Peter Seah Lim Huat-Director, ST Assembly Test Services Ltd	02/20/2004
	** Signature of Reporting Person	Date
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