Edgar Filing: GLOBAL SOURCES LTD /BERMUDA

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Month of November 2001

GLOBAL SOURCES LTD.
-----------------------------------------------
(Translation of Registrant's Name into English)

41 Cedar Avenue
P.O. Box HM 1179
Hamilton HM EX, Bermuda
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F).

Form 20-F |X| Form 40-F |_|

(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934).

Yes |_| No |X|

Attached hereto and incorporated herein in its entirety by reference is the
Proxy Statement for the Global Sources Ltd. Annual General Meeting of
Shareholders to be held on November 1, 2001, as distributed to shareholders on
or about October 5, 2001.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

GLOBAL SOURCES LTD.
(Registrant)

By: /s/ Eddie Heng Teng Hua
----------------------------------------
Name: Eddie Heng Teng Hua
Title: Director and Chief Financial Officer

Dated: October 8, 2001

GLOBAL SOURCES LTD.
41 CEDAR AVENUE
P.O. BOX HM 1179
HAMILTON HM EX, BERMUDA

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 1, 2001

To Our Shareholders:

NOTICE IS HEREBY given that a general meeting of the shareholders of
Global Sources Ltd. (the "Company") will be held on November 1, 2001 at the Hong
Kong Parkview, City Hall, Level 1, 88 Tai Tam Reservoir Road, Hong Kong at 10:30
a.m., local time, for the following purposes:

1) To re-elect two members of the Board of Directors (the "Board") who
are retiring by rotation and being eligible, offer themselves for
re-election;

2) To re-elect two Casual Directors (as defined in the enclosed Proxy
Statement) who had been appointed during the last fiscal year, to
serve as members of the Board;

3) To fix the number of directors that comprise the whole Board at nine
(9) persons, declare any vacancies on the Board to be casual
vacancies and authorize the Board to fill these vacancies on the
Board as and when it deems fit;

4) To re-appoint Arthur Andersen as the Company's independent auditors
until the next annual general meeting.

The foregoing matters are described more fully in the accompanying Proxy
Statement. While this Notice and Proxy Statement and the enclosed form of proxy
are being sent only to shareholders of record and beneficial owners of whom the
Company is aware as of September 20, 2001, all shareholders of the Company of
record on the date of the meeting are entitled to attend the Annual General
Meeting. The Company's Annual Report on Form 20-F for the year ended December
31, 2000, including audited financial statements, are included with this mailing
of this Notice and Proxy Statement.

We hope you will be represented at the Annual General Meeting by signing,
dating and returning the enclosed proxy card in the accompanying envelope as
promptly as possible, whether or not you expect to be present in person. Your
vote is important - as is the vote of every shareholder - and the Board
appreciates the cooperation of shareholders in directing proxies to vote at the
meeting.

Your proxy may be revoked at any time by following the procedures set
forth in the accompanying Proxy Statement, and the giving of your proxy will not
affect your right to vote in person if you attend the Annual General Meeting.

By Order of the Board of Directors

TANG YANG PING
Secretary

DATED: October 5, 2001
Hamilton, Bermuda

GLOBAL SOURCES LTD.
41 CEDAR AVENUE
P.O. BOX HM 1179
HAMILTON HM EX, BERMUDA

PROXY STATEMENT
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOVEMBER 1, 2001

This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of GLOBAL
SOURCES LTD., a Bermuda corporation (the "Company" or "GSOL"), for use at the
annual general meeting of shareholders of the Company to be held at The Hong
Kong Parkview, City Hall, Level 1, 88 Tai Tam Reservoir Road, Hong Kong, on
November 1, 2001 at 10:30 a.m., local time, and at any adjournments or
postponements thereof (the "Annual General Meeting"). Unless the context
otherwise requires, references to the Company include GSOL and its subsidiaries.
The proxy is revocable by (i) filing a written revocation with the Secretary of
the Company prior to the voting of such proxy, (ii) giving a later dated proxy,
or (iii) attending the Annual General Meeting and voting in person. Shares
represented by all properly executed proxies received prior to the Annual
General Meeting will be voted at the meeting in the manner specified by the
holders thereof. Proxies that do not contain voting instructions will be voted
(i) FOR the re-election of the two Directors retiring by rotation; (ii) FOR the
re-election of the two Casual Directors (as hereinafter defined); (iii) FOR
fixing the number of directors that comprise the whole Board at nine (9), the
declaration of any vacancies on the Board to be casual vacancies and the
authorization of the Board to fill these vacancies on the Board as and when it
deems fit; and (iv) FOR the re-appointment of Arthur Andersen as the Company's
independent auditors until the next annual general meeting. In accordance with
Section 84 of the Companies Act 1981 of Bermuda, the audited financial
statements of the Company for the period from January 1, 2000 to December 31,
2000, as included in the Company's Annual Report enclosed herewith, will be
presented at the Annual General Meeting. These statements have been approved by
the Board of the Company. There is no requirement under Bermuda law that such
statements be approved by shareholders, and no such approval will be sought at
the Annual General Meeting.

The Board has established September 20, 2001 as the date used to determine
those record holders and beneficial owners of Common Stock to whom notice of the
Annual General Meeting will be sent (the "Record Date"). On the Record Date,
there were 26,303,949 common shares, US$.01 par value per share (the "Common
Shares"), outstanding. The holders of the Common Shares are entitled to one vote
for each Common Share held. The presence, in person or by proxy, at the Annual
General Meeting of at least two (2) shareholders entitled to vote representing
more than 50% of the outstanding Common Shares as of the Record Date is
necessary to constitute a quorum at the Annual General Meeting. All matters
presented at the Annual General Meeting require approval by a simple majority of
votes cast at the meeting. For proposals to be approved, a majority of votes
cast must be favorable. Only votes for or against a proposal count. Votes which
are withheld from voting on a proposal will be excluded entirely and will have
no effect in determining the quorum or the majority of votes cast. Abstentions
and broker non-votes count for quorum purposes only and not for voting purposes.
Broker non-votes occur when a broker returns a proxy but does not have the
authority to vote on a particular

proposal. Brokers that do not receive instructions are entitled to vote on the
election of directors and the re-appointment of the auditors.

This Notice, Proxy Statement and enclosed form of proxy are first being
mailed on or about October 5, 2001.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning beneficial ownership
of Common Shares of the Company outstanding at September 20, 2001, by (i) each
person known by the Company to be the beneficial owner of more than five percent
of its outstanding Common Shares, (ii) by each director (and director nominee)
and executive officer of the Company and (iii) by all directors and executive
officers of the Company as a group. Unless otherwise indicated, the address of
all directors and officers is: 1 Sims Lane, #08-01, Singapore 387355.

SHARES
BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED CLASS(2)

Hung Lay Si Co. Ltd.............................................. 16,035,388(3) 61.0%
P.O. Box 219GT,
British American Centre
Georgetown, Cayman Islands

Merle A. Hinrichs................................................ 4,008,221 15.2%
23/F, Vita Tower
29 Wong Chuk Hang Road
Hong Kong

Harrington Trust Ltd............................................. 2,501,743(4) 9.5%
4th Floor Windsor Place
22 Queen Street
P.O. Box HM 1179
Hamilton HM EX
Bermuda

Jeffrey J. Steiner............................................... 313,131(5) 1.2%

Eddie Heng Teng Hua *

J. Craig Pepples *

Bill Georgiou *

Sarah Benecke *

David F. Jones *

Roderick Chalmers *

Dr. Lynn Hazlett *

All Directors, Director Nominees and Executive Officers as a
Group (9 persons)............................................... 4,361,427(6) 16.6%

-----------------
* Less than 1%

(1) Each shareholder has sole voting power and sole dispositive power with
respect to all shares beneficially owned by him unless otherwise
indicated.

(2) Based upon 26,303,949 Common Shares outstanding at September 20, 2001.

(3) Hung Lay Si Co Ltd. is a company organized under the laws of the Cayman
Islands. It is wholly owned by the Quan Gung 1986 Trust, a trust formed
under the laws of the Island of Jersey. The trustee of the trust is Hill
Street Trustees Limited, an Island of Jersey limited liability company
whose shares are wholly owned by the partners of the Mourant Group, which
is a firm based in the Island of Jersey that provides trust administration
services. The partners of the Mourant Group are: Richard Jeune, Peter
Mourant, Conrad Coutanche, Ian James, Alan Binnington, James Crill, Tim
Herbert, Jacqueline Richomme, Elizabeth Breen, Cyman Davies, Nicola
Davies, Alastair Syvret, Edward Devenport, Jonathan Speck, Beverley Lacey,
Moz Scott, Julia Chapman, Jonathan Walker and Dominic Jones. Hill Street
Trustees Limited is the sole beneficial owner of the Hung Lay Si Co. Ltd.
shares under applicable Securities and Exchange Commission regulations.

The Quan Gung 1986 Trust (through Hung Lay Si Co. Ltd., its wholly owned
subsidiary) beneficially owns approximately 61.0% of the Common Shares.
The Quan Gung 1986 Trust was formed under the laws of the Island of
Jersey. The Company has received an opinion from Mourant du Feu & Jeune,
counsel to Hill Street Trustees Limited, the trustee of the trust, that
the trustee has the sole and exclusive voting, investment and dispositive
power over the shares of Hung Lay Si Co. Ltd. owned by the trust; and,
therefore, none of the beneficiaries of the trust has any control over
such shares. This opinion also states that the trustee's powers under the
trust are irrevocable and neither the settlor, the beneficiaries nor any
other person has under the terms of the trust the ability to amend or
revoke such powers or to remove the trustee (except in very limited
circumstances such as the trustee being a lunatic or of unsound mind, or
becoming bankrupt). Hill Street Trustees Limited is an Island of Jersey
limited liability company whose shares are owned by partners of the
Mourant Group, which is a firm based in the Island of Jersey that provides
trust administration services. This counsel has also informed us that, as
is typical of trusts formed under the laws of the Island of Jersey, the
trustee cannot make disclosure of the names of the beneficiaries or
settlor of the trust in breach of the obligations placed on it under the
terms of the trust and the laws of the Island of Jersey and its duties of
confidentiality. Accordingly, the Company does not know and may never know
the identity of the beneficiaries or settlors of the Quan Gung 1986 Trust.

(4) Harrington Trust Ltd. ("Harrington") is a trust organized under the laws
of Bermuda. It is wholly-owned by the partners of one of Bermuda's largest
law firms, Appleby, Spurling & Kempe. Harrington is the trustee of the
Global Sources Employee Equity Compensation Trust (the "Trust").
Harrington administers the monies and other assets of the Trust. By virtue
of its position as trustee of the Trust, Harrington has the power to vote
and dispose of the Company's shares owned by the Trust.

(5) Mr. Jeffrey J. Steiner is the sole manager of The Steiner Group LLC, and
as such may be deemed to beneficially own the same common shares owned
directly or beneficially by The Steiner Group LLC. Mr. Steiner disclaims
beneficial ownership of shares owned by The Steiner Group LLC, the Jeffrey
Steiner Family Trust and shares owned by him as custodian for his
children. The Steiner Group LLC is a Delaware limited liability company.
Jeffrey J. Steiner is its sole manager. The members are Jeffrey J. Steiner
(with a 20% membership interest) and the Jeffrey Steiner Family Trust
(with an 80% membership interest). The Jeffrey Steiner Family Trust is a
trust created for the benefit of the issue of Jeffrey J. Steiner.

(6) Includes 313,131 Common Shares owned directly or beneficially by The
Steiner Group LLC. Mr. Jeffrey J. Steiner, a director of the Company, is
the sole manager of The Steiner Group LLC, and as such may be deemed to
beneficially own the Common Shares owned directly or beneficially by The
Steiner Group LLC. Mr. Steiner disclaims beneficial ownership of shares
owned by The Steiner Group LLC, the Jeffrey Steiner Family Trust and
shares owned by him as custodian for his children. The Steiner Group LLC
is a Delaware limited liability company. Jeffrey J. Steiner is its sole
manager. The members are Jeffrey J. Steiner (with a 20% membership
interest) and the Jeffrey Steiner Family Trust (with an 80% membership
interest). The Jeffrey Steiner Family Trust is a trust created for the
benefit of the issue of Jeffrey J. Steiner.

PROPOSAL NO. 1

ELECTION OF DIRECTORS ELIGIBLE BY ROTATION

Pursuant to the Company's Bye-Laws one-third of the Directors shall retire
from office each year by rotation, with those who have been longest in office
retiring first. Those persons who became or were last appointed Directors on the
same day as those retiring shall be determined by lot or by agreement. Both Mr.
Heng and Ms. Benecke are retiring at this year's Annual General Meeting and both
have been nominated to be re-elected to the Board. Management has no reason to
believe that either of the nominees will be unable or unwilling to serve as a
Director, if elected. Should either nominee not be a candidate at the time of
the Annual General Meeting (a situation which is not now anticipated), proxies
may be voted in favor of the remaining nominee and may be also voted for a
substitute nominee selected by the Board.

Unless authority is specifically withheld, proxies will be voted for the
election of the nominees named below, to serve for a three-year term and until
their successors have been duly elected and have qualified. Directors shall be
elected by a majority of the votes cast, in person or by proxy, at the Meeting.
The remaining Directors, including the Casual Directors if re-elected pursuant
to Proposal 2 of this Proxy Statement, will continue to serve until they are
retired by rotation at the 2002 Annual General Meeting of Shareholders of the
Company and the 2003 Annual General Meeting of Shareholders of the Company.

The names of the nominees and certain biographical information concerning
them are set forth below:

FIRST YEAR BECAME
NAME A DIRECTOR
---- ----------

Eddie Heng Teng Hua................................... 2000
Sarah Benecke......................................... 2000

Mr. Heng has been the Chief Financial Officer (previously entitled vice
president of finance) since 1994 and has been a director of the Company since
April 2000. Mr. Heng is also currently the Chief Financial Officer of Media Data
Systems Pte. Ltd. He joined the Company in August 1993 as deputy to the vice
president of finance. He received an MBA from Shiller International University
in London in 1993, is a CPA, a member of the Institute of Certified Public
Accountants, Singapore, and a Fellow Member of The Association of Chartered
Certified Accountants in the United Kingdom. Prior to joining us, he was the
regional financial controller of Hitachi Data Systems ("Hitachi"), a joint
venture between Hitachi and General Motors.

Ms. Benecke has been a Director of the Company since April 2000, and,
since 1993, has been a director of Trade Media Holdings Ltd., a Cayman Islands
corporation wholly-owned by the Company ("Trade Media"). Ms. Benecke was our
principal executive officer from January 1994 through August 1999. She joined us
in May 1980 and served in numerous positions,

including publisher from 1988 to December 1992 and chief operating officer in
1993. She graduated with a B.A. from the University of New South Wales,
Australia.

The names and certain information of the Directors whose terms expire at
the 2002 and 2003 Annual General Meeting of Shareholders of the Company are set
forth below:

FIRST YEAR BECAME YEAR TERM
NAME A DIRECTOR EXPIRES
---- ---------- -------

Merle A. Hinrichs.................................... 2000 2003
Jeffrey J. Steiner................................... 2000 2003
David F. Jones....................................... 2000 2002

Mr. Hinrichs has been a Director of the Company since April 2000 and is
currently its Chairman and Chief Executive Officer. A co-founder of the
business, he was the principal executive officer of Trade Media from 1971
through 1993 and resumed that position in September 1999. From 1994 to August
1999, Mr. Hinrichs was chairman of the ASM Group, which included Trade Media.
Mr. Hinrichs graduated from the University of Nebraska and the American Graduate
School of International Management (Thunderbird). Mr. Hinrichs is a co-founder
and former chairman of the Society of Hong Kong Publishers. He is a member of
the board of trustees of Thunderbird and is a board member of the Economic
Strategy Institute. Mr. Hinrichs also is a director of Trade Media.

Mr. Steiner has been a Director of the Company since November 1999. Mr.
Steiner also has been a director of The Fairchild Corporation ("Fairchild")
since 1985. He has been the chairman of the board and chief executive officer of
Fairchild since December 1985. Mr. Steiner was president of Fairchild from
November 1996 to November 1998. He is a director of Communications Intelligence
Corp.

Mr. Jones has been a Director of the Company since April 2000. Mr. Jones
was an executive at MacQuarie Direct Investment, a venture capital firm in
Sydney, Australia from 1994 to August 1999, where he was responsible for
investment and strategic analysis of potential and existing portfolio companies.
He joined UBS Capital in July 1999 and currently serves as the Executive
Director, Australia/New Zealand and is currently a director of Miller's Retail
Ltd., which is a customer of Trade Media. Mr. Jones also serves as a director of
ipac Securities Ltd., a financial services company, and of Nextgen Holdings
Ltd., a telecommunications company. Mr. Jones has an MBA from Harvard Business
School and is a mechanical engineering graduate from the University of
Melbourne. Mr. Jones is also a director of Trade Media.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.

PROPOSAL NO. 2

ELECTION OF CASUAL DIRECTORS

Pursuant to the Company's Bye-Laws, casual directors appointed by the
Board during the year (the "Casual Directors") must be re-elected at the
Company's Annual General Meeting in order to remain a Director. Dr. Hazlett and
Mr. Chalmers were appointed to the Board to fill casual vacancies following last
year's Annual General Meeting. Both Dr. Hazlett and Mr. Chalmers have been
nominated by the Board to be re-elected at the Annual General Meeting.
Management has no reason to believe that either of the nominees will be unable
or unwilling to serve as a Director, if elected.

Unless authority is specifically withheld, proxies will be voted for the
election of the nominees named below, to serve until their respective terms
expire and until their successors have been duly elected and have qualified.
Directors shall be elected by a majority of the votes cast, in person or by
proxy, at the Meeting. The remaining Directors will continue to serve until they
are retired by rotation at the 2002 Annual General Meeting of Shareholders of
the Company, the 2003 Annual General Meeting of Shareholders of the Company or
the 2004 Annual General Meeting of Shareholders of the Company, as applicable.
The names of the nominees and certain biographical information concerning them
are set forth below:

FIRST YEAR
BECAME A YEAR TERM
DIRECTOR WILL EXPIRE
Dr. H. Lynn Hazlett...................... 2000 2002
Roderick Chalmers........................ 2000 2003

Dr. H. Lynn Hazlett has been a Director of the Company since October 2000.
He is currently the owner and manager of R&D Citrus Ltd., a managing partner of
AMI Bayshore Developer LLC, and a Managing Partner of CFB LLC. He was a former
chief executive officer and president of QRS Corporation, a leading U.S.-based
provider of supply chain management solutions to the retail industry, until his
retirement in 2000. He previously managed Supply Chain Associates, an
international consulting firm until 1997. Prior to that he was corporate vice
president at VF Corporation, a U.S. apparel company, from 1989 to 1994. Dr.
Hazlett has a doctorate in Economics and Automated Systems from George
Washington University.

Mr. Chalmers has been a Director of the Company since October 2000. He was
chairman, Asia-Pacific, of PricewaterhouseCoopers ("PwC") and a member of PwC's
Global Management Board from 1998 until his retirement in July 2000. He worked
for PwC or one of its predecessors, Coopers & Lybrand, for 30 years,
specializing in the securities industry. He has

at various times been a non-executive director of the Hong Kong Securities and
Futures Commission, a member of the Takeovers and Mergers Panel, and chairman of
the Working Group on Financial Disclosure.

COMMITTEES OF THE BOARD

The Board has established an audit committee and an executive committee. The
audit committee is responsible for recommending the appointment of auditors,
overseeing accounting and audit functions and other key financial matters of the
Company. David Jones, Roderick Chalmers and Lynn Hazlett currently serve as
members of the audit committee. The executive committee acts for the entire
Board between Board meetings. Merle Hinrichs and Eddie Heng serve as members of
the executive committee.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.

MANAGEMENT

EXECUTIVE OFFICERS OF THE COMPANY

The names, positions and certain biographical information of the
executive officers of the Company who are not Directors are set forth below.

NAME POSITION
---- --------

J. Craig Pepples................................ Chief Operating Officer
Bill Georgiou................................... Chief Information Officer

Mr. Pepples has been our Chief Operating Officer since June 1999 and is
responsible for our worldwide operations, including interactive media, corporate
marketing, community development, information services, human resources and
finance. Mr. Pepples joined Trade Media in October 1986 in an editorial
capacity, managed Trade Media's sales in China from 1989 to 1992, and served as
country manager for China from 1992 to June 1999. Mr. Pepples graduated with a
B.A. in Linguistics from Yale University.

Bill Georgiou was appointed our Chief Information Officer (previously
Chief Technology Officer) in January 2001. Mr. Georgiou has had over 20 years'
experience in information technology, most recently as a consultant with 3Com
Technologies during 2000 and as Chief Information Officer with Park N'Shop (HK)
Ltd. from 1999 to 2000. He received his B.Ec. (Honours degree) and M.B.A. from
the University of Adelaide.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the year ended December 31, 2000, the Company and its subsidiaries
provided its seven directors and two executive officers as a group aggregate
remuneration, pension contributions, allowances and other benefits of
approximately $65,444,516, including cash compensation amounting to $1,304,260
and non-cash compensation of $64,140,256 associated with the share award and
equity compensation plans. Of that amount, $185,000 was paid under a performance
based, long-term discretionary bonus plan which the Company implemented in 1989
for members of its senior management. Under the plan, members of senior
management may, at the discretion of the Company, receive a long-term
discretionary bonus payment. The awards, which are payable in either five or ten
years time, are paid to a member of senior management if his or her performance
is satisfactory to the Company. There are seven current members of senior
management and three former members of senior management who may receive
payments on maturity.

In 2000, the Company and its subsidiaries incurred $25,822 in costs to
provide pension, retirement or similar benefits to their respective officers and
directors pursuant to the Company's retirement plan and pension plan.

On February 4, 2000, Hung Lay Si Co. Ltd. made a capital contribution of
1,600 Class A ordinary shares of the Company's predecessor, representing a 16%
equity interest in such entity to Trade Media. It in turn contributed these
shares to one of the Company's wholly-owned Delaware subsidiaries, for a
restricted share award for the chairman and chief executive officer in
recognition of his services. These shares represent the Company's common shares
following the share exchange. Of these shares, 501,028 common shares,
representing an approximately 1.9% equity interest, vested upon Mr. Hinrichs'
entering into an employment agreement with the Company. The remainder of the
grant, or 3,507,193 shares, representing an approximately 13.3% equity interest,
was accelerated and fully vested on August 30, 2000. The Company recorded $64.0
million in non-cash compensation related to this share award during the year
ended December 31, 2000.

EMPLOYMENT AGREEMENTS

We have employment agreements with Merle A. Hinrichs under which he serves
as the chairman and chief executive officer of the Company and one of its
subsidiaries. The agreements contain covenants restricting Mr. Hinrichs' ability
to compete with us during his term of employment and preventing him from
disclosing any confidential information during the term of his employment
agreement and for a period of three years after the termination of his
employment agreement. In addition, the Company retains the rights to all
trademarks and copyrights acquired and any inventions or discoveries made or
discovered by Mr. Hinrichs in the course of his employment. Upon a change of
control, if Mr. Hinrichs is placed in a position of lesser stature than that of
a senior executive officer, a significant change in the nature or scope of his
duties is effected, Mr. Hinrichs ceases to be a member of the Board or there is
a breach of those sections of his employment agreements relating to
compensation, reimbursement, title and duties or termination, each of the
Company and such subsidiary shall pay Mr. Hinrichs a lump sum cash payment equal
to five times the sum of his base salary prior to the change of control

and the bonus paid to him in the year preceding the change of control. The
agreements may be terminated by either party by giving six months notice.

We have employment agreements with each of our executive officers. Each
employment agreement contains a non-competition provision, preventing the
employee from undertaking or becoming involved in any business activity or
venture during the term of employment without notice to us and our approval. The
employee must keep all of our proprietary and private information confidential
during the term of employment and for a period of three years after the
termination of the agreement. We can assign the employee to work for another
company if the employee's duties remain similar. In addition, we retain the
rights to all trademarks and copyrights acquired and any inventions or
discoveries made or discovered by the employee during the employee's term of
employment. Each employment agreement contains a six month's notice provision
for termination, and does not have a set term of employment. Bonus provisions
are determined on an individual basis.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 31, 2000, the Company had $11,404,000 in net intercompany
obligations due to its controlling shareholder.

These obligations arose from:

o the transfer of intangibles, including copyrights for magazines,
from Hung Lay Si Co. Ltd. to us after its re-incorporation in the
Cayman Islands in 1983; and

o allocations of operating expenses from Hung Lay Si Co. Ltd. and its
affiliates to us, as described in the last paragraph of Note 10 to
the Company's audited consolidated financial statements included in
the Annual Report on Form 20-F, a copy of which is enclosed with
this Proxy Statement.

Effective January 1, 2000, we executed an unsecured promissory note in the
principal amount of $11,404,000 to establish the repayment terms of these
intercompany obligations owed to Hung Lay Si Co. Ltd. On January 1, 2005, we
will begin repayment of this promissory note by making quarterly payments of
principal and interest over the following ten years. Interest will accrue
beginning on January 1, 2005 at the U.S. Federal Funds rate on the following
business day and will be adjusted quarterly. For each subsequent interest
period, the interest rate will be the U.S. Federal Funds rate on the first
business day of the applicable calendar quarter. If we fail to make a timely
payment, the interest rate on that payment will be adjusted quarterly to equal
2% over the U.S. Federal Funds rate on the first business day of each calendar
quarter that payment and the accrued but unpaid interest are outstanding until
that payment is made. The interest that accrues on the unpaid amount will be
payable quarterly unless Hung Lay Si Co. Ltd. demands immediate payment. If we
fail to make a payment, Hung Lay Si Co. Ltd. may also accelerate the promissory
note and demand full payment.

We have extended loans to nine members of the Company's senior management
who are living abroad, for the sole purpose of financing the purchase or lease
of a residence. The loans for the purchase of a residence are secured by that
residence, bear interest at a rate of LIBOR

plus 2 to 3%, generally have a term of ten years and become due and payable
immediately upon the termination of the employee's employment. The loans for the
lease of a residence are unsecured, interest free and are repayable in equal
monthly installments over the period of the lease, which is typically less than
or equal to 12 months. The maximum loan amounts are limited to the lower of the
aggregate of two years' gross compensation of the borrower or $500,000. The
loans were made upon terms and subject to conditions that are more favorable to
the borrowers than those that would customarily be applied by commercial lending
institutions in the borrower's country of employment. Since the beginning of
1996, the largest aggregate amount of indebtedness of Mr. Pepples and Ms.
Benecke to us, outstanding at any time during such period, was approximately
$40,733 and $531,082, respectively. As of December 31, 2000, the indebtedness of
Mr. Pepples to us was approximately $16,288. Ms. Benecke has repaid her loan in
full. Ms. Benecke's loan was secured and bore interest at a rate of LIBOR plus
2%. Mr. Pepples' loan was interest free and unsecured.

We lease approximately 102,418 square feet of our office facilities from
affiliated companies under cancelable operating leases and incur building
maintenance services fees to those affiliated companies. We incurred rental and
building services expenses of $950,453 during the year ended December 31, 2000.
We also receive legal and secretarial services from our affiliate companies. The
expenses incurred for these services during the year ended December 31, 2000
totaled $455,436.

On March 17, 2000, we entered into a revolving credit facility with Bank
of Bermuda (Isle of Man) Limited. The credit facility has a term of one year and
provides for borrowings of up to $25.0 million, with minimum borrowings of $1.0
million. The lender may request security from time to time to secure borrowings
under the credit facility. The credit facility bears interest, payable quarterly
in arrears, at the London Inter-Bank Market Rate plus 0.5%. The credit facility
may be used for investments, working capital and general corporate purposes. If
any payment is not made when due, the interest rate will increase by 2% on the
aggregate amount outstanding and will be payable in arrears and, if not paid
when due, will be compounded. The loan may not be prepaid prior to the end of
any quarter, but if the bank notifies us of its intention to charge a
maintenance fee to cover its costs for the facility, we may prepay without
penalty the amount outstanding within seven days of the bank's notice. When we
entered into the credit facility, we paid the bank an arrangement fee of
approximately $16,000. Hung Lay Si Co. Ltd. has guaranteed all of our
obligations under the credit facility. The total outstanding principal amount of
this loan at December 31, 2000 was $4,000,000. On March 13, 2001, the credit
facility was extended for an additional year on the same terms and conditions as
the original facility.

On March 9, 2000, we borrowed $5,260,032.80 from Hung Lay Si Co. Ltd. to
pay U.S. taxes on income to Merle Hinrichs, the Company's chairman and chief
executive officer. On March 22, 2000, we used a portion of our $25.0 million
credit facility with Bank of Bermuda to repay and cancel the loan from Hung Lay
Si Co. Ltd. to the Company. On March 9, 2000, we loaned $5,008,869 to Mr.
Hinrichs for the purpose of providing funds for payment of his portion of the
required U.S. tax payments. The loan to Mr. Hinrichs bore interest at the
Federal Funds rate plus 2%. The interest and principal of this loan, which was
unsecured, were repaid on December 19, 2000.

Effective May 1, 2000, we engaged The Fairchild Corporation to provide
financial, legal and certain other services to the Company for a fee of $41,667
per month. We terminated these services with effect from December 31, 2000.

For further information on these transactions, see Notes to our audited
consolidated financial statements included in the copy of our Annual Report
enclosed herewith.

Our management believes these transactions are commercially reasonable in
the jurisdictions where it operates and for employees where they reside or work.

PROPOSAL NO. 3

FIXING BOARD SIZE AND TREATMENT OF VACANCIES

Pursuant to Bye-Law 89 of the Company's Bye-Laws, the Company shall
determine the minimum and maximum number of Directors at the Annual General
Meeting of Shareholders.

CHANGE OF SIZE OF THE BOARD

The Company's Bye-Laws currently provide for a minimum of two (2)
Directors on the Board of Directors. In October 2000, the Company's shareholders
established the maximum size of the Board at nine (9) members. This proposal
would maintain the number of Directors constituting the entire Board of the
Company at nine (9) directors.

The Company believes that having nine (9) Directors is necessary for the
Company to comply with the Nasdaq Stock Market requirements that a listed
company maintain a certain number of independent directors on its Board and
certain of its committees, while retaining as directors officers and members of
the Company's management who are familiar with the Company. Since the Annual
General Meeting in October 2000, where the shareholders agreed to permit the
Board to fill casual vacancies, the Board has the authority to appoint
additional directors without a vote of shareholders.

AUTHORIZATION OF DIRECTORS TO FILL CASUAL VACANCIES

At the Annual General Meeting in October 2000, the shareholders approved a
proposal to allow casual vacancies on the Board to be filled by the Board. This
proposal would allow the remaining vacant directorships to be casual vacancies
and would authorize the Board to fill those vacancies as and when it deems fit.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO FIX THE NUMBER OF DIRECTORS AT
NINE (9) DIRECTORS, THE DECLARATION THAT ANY REMAINING VACANCIES BE CASUAL
VACANCIES AND THE AUTHORIZATION OF THE BOARD TO FILL ANY SUCH CASUAL VACANCIES.

PROPOSAL NO. 4

APPOINTMENT OF INDEPENDENT AUDITORS

Unless otherwise instructed, the proxies given pursuant to this
solicitation will be voted FOR the appointment of Arthur Andersen as the
independent auditors of the Company to hold office until the close of the next
annual general meeting at a remuneration to be negotiated by management and
approved by the Board. A representative of that firm, which served as the
Company's independent auditors during the year preceding the Annual General
Meeting is expected to be present at the Annual General Meeting and, if he so
desires, will have the opportunity to make a statement, and in any event will be
available to respond to appropriate questions. Arthur Andersen has advised the
Company that it does not have any direct or indirect financial interest in the
Company, nor has such firm had any such interest in connection with the Company
during the past fiscal year other than in its capacity as the Company's
independent auditors.

AUDIT FEES

Audit fees billed to the Company by Arthur Andersen for the fiscal year
ended December 31, 2000 for review of (i) the Company's annual financial
statements included in the Company's Annual Report on Form 20-F (ii) review of
the Company's quarterly financial statements filed with the SEC and (iii) review
of financial statements for other purposes totaled approximately $206,046.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The Company did not engage Arthur Andersen to provide advice to the
Company regarding financial information systems design and implementation during
the fiscal year ended December 31, 2000.

ALL OTHER FEES

Fees billed to the Company by Arthur Andersen during the fiscal year ended
December 31, 2000 for non-audit services totaled approximately $71,262. The
Company estimates that Arthur Andersen will not bill any amounts for tax related
services relating to the Company's tax returns for 2000. The Audit Committee has
considered whether the provision by Arthur Andersen of the services covered by
such fees, other than the audit fees, is compatible with maintaining the
independence of Arthur Andersen and has determined that it is compatible.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF ARTHUR
ANDERSEN AS THE COMPANY'S INDEPENDENT AUDITORS UNTIL THE NEXT ANNUAL GENERAL
MEETING.

SOLICITATION STATEMENT

The Company shall bear all expenses in connection with the solicitation of
proxies. In addition to the use of the mails, solicitations may be made by the
Company's regular employees, by telephone, telegraph or personal contact,
without additional compensation. The Company shall, upon their request,
reimburse brokerage houses and persons holding Common Shares in the names of
their nominees for their reasonable expenses in sending solicited material to
their principals.

OTHER MATTERS

There is no business other than that described above to be presented for
action by the shareholders at the Meeting.

SHAREHOLDER PROPOSALS

In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next annual meeting of shareholders of the
Company, shareholder proposals for such meeting must be submitted to the Company
no later than July 30, 2002. Shareholder proposals may only be submitted by
shareholders or nominee holders that hold of record at least 1% of the Company's
Common Shares entitled to vote on such matter.

ANNUAL REPORT

The Company has sent, or is concurrently sending, all of its shareholders
of record as of the Record Date a copy of its Annual Report on Form 20-F for the
fiscal year ended December 31, 2000. Such report contains the certified
consolidated financial statements of the Company for the fiscal year ended
December 31, 2000.

By Order of the Company,

TANG YANG PING, Secretary

Dated: Hamilton, Bermuda
October 5, 2001

GLOBAL SOURCES LTD.

Proxy for Annual General Meeting of Shareholders
November 1, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Global
Sources Ltd., a Bermuda corporation, does hereby constitute and appoint Tang
Yang Ping and Sarah Benecke, and each of them, with full power to act alone and
to designate substitutes, the true and lawful attorneys and proxies of the
undersigned for and in the name, place and stead of the undersigned, to vote all
Common Shares of Global Sources Ltd. which the undersigned would be entitled to
vote if personally present at the 2001 Annual General Meeting of Shareholders of
Global Sources Ltd. to be held at The Hong Kong Parkview, City Hall, Level 1, 88
Tai Tam Reservoir Road, Hong Kong, on Thursday, November 1, 2001 at 10:30 a.m.,
local time, or at any adjournment or adjournments thereof.

The undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of a copy of the Notice of Annual General Meeting and Proxy
Statement, both dated October 5, 2001, and a copy of the Company's Annual Report
on Form 20-F for the fiscal year ended December 31, 2000.

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^ FOLD AND DETACH HERE ^

THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED Please mark your votes as |X|
SHAREHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS 1, indicated in this example
2, 3, AND 4.

1. To re-elect 01 Mr. Eddie Heng FOR ALL WITHHELD 3. To fix the number of FOR AGAINST ABSTAIN
Teng Hua and 02 Ms. Sarah NOMINEES |_| FROM ALL |_| Directors that comprise the |_| |_| |_|
Benecke, to serve as Directors NOMINEES whole Board of the Company at
until the 2004 Annual General nine (9) persons, declare any
Meeting of the Company. vacancies on the Board to be
casual vacancies and authorize
---------------------------------------------------------------------- the Board to fill these
To withhold authority to vote for any nominee(s), print name(s) above. vacancies when it deems fit.

4. To re-appoint Arthur Andersen FOR AGAINST ABSTAIN
2. To re-elect 03 Mr. Roderick FOR ALL WITHHELD as the Company's independent |_| |_| |_|
Chalmers and 04 Dr. Lynn Hazlett NOMINEES |_| FROM ALL |_| auditors until the next Annual
to serve as Directors until NOMINEES General Meeting.
their respective terms of office
expire. MARK HERE FOR ADDRESS CHANGE AND
NOTE BELOW: |_|
----------------------------------------------------------------------
To withhold authority to vote for any nominee(s), print name(s) above.

Dated , 2001
-----------------------------------

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Signature

NOTE: Your signature should appear the same
as your name appears hereon. In signing as
attorney, executor, administrator, trustee
or guardian, please indicate the capacity in
which signing. When signing as joint
tenants, all parties in the joint tenancy
must sign. When a proxy is given by a
corporation, it should be signed by an
authorized officer and the corporate seal
affixed. No postage is required if mailed in
the United States.

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