UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ] Registration Statement Pursuant To Section 12(b) or (g) of the Securities
Exchange Act of 1934
OR
[ X] Annual Report Pursuant To Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the fiscal year ended December 31, 2004.
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ..............to ...............................,
Commission file number 000-30678
GLOBAL SOURCES LTD.
(Exact Name of Registrant as Specified in its Charter)
Global Sources Ltd.
(Translation of Registrant's Name into English)
Bermuda
(Jurisdiction of incorporation or organization)
Canon's Court
22 Victoria Street
Hamilton, HM 12 Bermuda
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Shares, $0.01 Par Value NASDAQ National Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
NONE
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: NONE
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
34,853,435 common shares, $0.01 par value, outstanding as of May 1, 2005.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No ___
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 ___ Item 18 x
TABLE OF CONTENTS
GENERAL INFORMATION
Page
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS..........1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE........................1
ITEM 3. KEY INFORMATION................................................1
ITEM 4. INFORMATION ON THE COMPANY....................................12
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS..................25
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES....................37
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.............44
ITEM 8. FINANCIAL INFORMATION.........................................47
ITEM 9. THE OFFER AND LISTING.........................................76
ITEM 10. ADDITIONAL INFORMATION........................................76
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....86
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES........87
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES...............87
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS.........................................87
ITEM 15. CONTROLS AND PROCEDURES.......................................87
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT..............................87
ITEM 16B. CODE OF ETHICS................................................87
IETM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES........................88
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES....88
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS..................................................88
PART III
ITEM 17. FINANCIAL STATEMENTS..........................................88
ITEM 18. FINANCIAL STATEMENTS..........................................88
ITEM 19. EXHIBITS......................................................89
FORWARD-LOOKING STATEMENTS
Except for any historical information contained herein, the matters discussed in
this Annual Report on Form 20-F contain certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to our financial condition, results of operations and business. These
statements relate to analyses and other information which are based on forecasts
of future results and estimates of amounts not yet determinable. These
statements also relate to our future prospects, developments and business
strategies. These forward-looking statements are identified by their use of
terms and phrases such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "predict," "will" and similar terms and
phrases, including references to assumptions. These forward-looking statements
involve risks and uncertainties, including current trend information,
projections for deliveries, backlog and other trend projections, that may cause
our actual future activities and results of operations to be materially
different from those suggested or described in this Annual Report on Form 20-F.
These risks include:
o customer satisfaction and quality issues;
o competition;
o our ability to achieve and execute internal business plans;
o worldwide political instability and economic downturns and inflation,
including any weakness in the economic and political conditions of
countries in the Asia-Pacific region, including China; and
o other factors described herein under "Risk Factors."
If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, our actual results may vary materially from those
expected, estimated or projected. Given these uncertainties, users of the
information included in this Annual Report on Form 20-F, including investors and
prospective investors, are cautioned not to place undue reliance on such
forward-looking statements. We do not intend to update the forward-looking
statements included in this Annual Report on Form 20-F.
In this Annual Report on Form 20-F, except as specified otherwise or unless the
context requires otherwise, "we," "our," "us," the "Company," and "Global
Sources" refer to Global Sources Ltd. and its subsidiaries. All references to
"fiscal" in connection with a year shall mean the year ended December 31.
All financial information contained herein is expressed in United States
dollars, unless otherwise stated.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
- (Not applicable)
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
- (Not applicable)
ITEM 3. KEY INFORMATION
Selected Financial Data
The following historical financial information should be read in conjunction
with the section entitled "Operating and Financial Review and Prospects" and our
audited consolidated financial statements and related notes, which are included
elsewhere in this document. The consolidated statements of income data for each
of the three years
1
ended December 31, 2002, 2003 and 2004 and selected consolidated balance sheet
data as of December 31, 2003 and 2004 are derived from, and qualified by
reference to, our audited consolidated financial statements included elsewhere
in this document. The consolidated statements of income data for each of the
years ended December 31, 2000 and 2001 and selected consolidated balance sheet
data as of December 31, 2000, 2001 and 2002 are derived from our audited
financial statements not included in this document.
Year Ended December 31,
-----------------------------------------------------------
2000 2001 2002 2003 2004
-------- --------- ---------- ---------- ----------
(In Thousands, Except Per Share Data)
Income Statement Data:
Revenue:
Online and other media services.............. $99,234 $91,859 $84,400 $87,685 $92,325
Exhibitions.................................. 2,635 2,619 2,455 3,327 13,010
Miscellaneous................................ 1,184 807 631 657 511
-------- --------- ---------- ---------- ----------
Total revenue................................... 103,053 95,285 87,486 91,669 105,846
Operating expenses:
Sales........................................ 33,847 31,236 28,659 30,113 29,956
Event production............................. 795 811 933 930 3,774
Community.................................... 13,710 12,735 12,481 12,331 16,967
General and administrative................... 35,618 32,748 28,885 28,682 31,252
Online services development.................. 6,665 8,393 5,378 4,960 4,232
Non-cash compensation expense(1)............. 65,689 2,501 2,564 1,419 2,117
Other(2)..................................... 2,371 3,476 3,740 4,453 1,480
-------- --------- ---------- ---------- ----------
Total operating expenses........................ 158,695 91,900 82,640 82,888 89,778
-------- --------- ---------- ---------- ----------
Income (loss) from operations................... $(55,642) $3,385 $4,846 $8,781 $16,068
Interest expense............................. (649) (172) -- -- --
Interest income.............................. 1,135 357 439 122 219
Gain (loss) on sale of available-for-sale
securities................................. -- -- -- (40) 1,120
Foreign exchange gains (losses), net......... 50 (470) 50 -- 240
Write-down of investments.................... (11,750) (1,150) -- -- --
-------- --------- ---------- ---------- ----------
Income (loss) before income taxes............... (66,856) 1,950 5,335 8,863 17,647
Income tax provision............................ (1,277) (1,143) (720) (668) (651)
-------- --------- ---------- ---------- ----------
Income (loss) before minority interest.......... $(68,133) $807 $4,615 $8,195 $16,996
-------- --------- ---------- ---------- ----------
Equity income (loss) of affiliate............... (51) 51 -- -- --
Minority interest............................... (37) (83) (308) (861) (1,227)
-------- --------- ---------- ---------- ----------
Net income (loss)............................... $(68,221) $ 775 $4,307 $7,334 $15,769
======== ========= ========== ========== ==========
Basic net income (loss) per share............... $(2.17) $ 0.02 $ 0.14 $ 0.23 $ 0.50
======== ========= ========== ========== ==========
Diluted net income(loss) per share.............. $ (2.17) $ 0.02 $ 0.14 $ 0.23 $ 0.49
======== ========= ========== ========== ==========
Cash dividends declared per share............... -- -- -- -- --
Shares used in basic net income per share 31,399 31,830 31,835 31,841 31,847
calculations(3).................................
Shares used in diluted net income per share
calculations(3)................................. 31,399 31,830 31,835 31,862 31,935
======== ========= ========== ========== ==========
2
December 31,
--------------------------------------------------------------
2000 2001 2002 2003 2004
---------- ---------- ----------- --------- ------------
(In U.S. Dollars Thousands)
Balance Sheet Data:
Cash and cash equivalents...................... $12,727 $20,236 $11,009 $26,227 $41,195
Available-for-sales securities................. -- -- 26,199 35,140 10,172
Total assets................................... 55,706 53,602 62,650 82,541 92,525
Net assets..................................... 8,161 11,601 18,522 27,980 45,523
Long-term debt, less current portion........... 16,084 15,963 15,856 16,068 7,124
Total shareholders' equity..................... 8,161 11,601 18,522 27,980 45,523
___________________
(1) Reflects the non-cash compensation expenses associated with the grants
under the employee equity compensation plans and for year 2000, also
includes the non-cash compensation expenses associated with the transfer of
shares from Hung Lay Si Co. Ltd., our former parent company, to our
chairman and chief executive officer. Non-cash compensation expense was
allocated according to the category under which a staff employee and team
member functioned as follows: approximately $626 (2003: $323; 2002: $623;
2001: $381; 2000: $291) represents sales expenses, $93 (2003: $96; 2002:
$238; 2001: $87; 2000: $168) represents community expenses, $1,066 (2003:
$691; 2002: $1,179; 2001: $1,546; 2000: $65,044) represents general and
administrative expenses and $332 (2003: $309; 2002: $524; 2001: $487; 2000:
$186) represents online services development expenses.
(2) Includes amortization of intangibles/software cost and for the year ended
December 31, 2000 also includes non-cash listing expenses of approximately
$1.4 million.
(3) On February 16, 2004, we announced a one for ten bonus share issue on our
outstanding common shares. All common shares and per-share amounts have
been retroactively adjusted to reflect the one for ten bonus share issue
for all periods presented. For a further discussion on the bonus shares,
please see Note 27 of our consolidated financial statements appearing
elsewhere in this annual report. Fractional shares were rounded up
resulting in an additional 1,350 common shares upon distribution of the
bonus shares on April 1, 2004. On March 1, 2005, we once again announced a
one for ten bonus shares issue on our outstanding common shares. All common
shares and per-share amounts have been once again retroactively adjusted to
reflect the one for ten bonus share issue for all periods presented. For a
further discussion on the bonus shares, please see Note 29 of our
consolidated financial statements appearing elsewhere in this annual
report. Fractional shares were rounded up resulting in an additional 521
common shares upon distribution of the bonus shares on April 1, 2005.
Risk Factors
In addition to other information in this annual report, the following risk
factors should be carefully considered in evaluating us and our business because
such factors may have a significant impact on our business, operating results
and financial condition. As a result of the risk factors set forth below and
elsewhere in this annual report, and the risks discussed in our other Securities
and Exchange Commission filings, actual results could differ materially from
those projected in any forward-looking statements.
General economic uncertainty may reduce spending for business-to-business
marketing and advertising.
The revenue growth and profitability of our business depends significantly on
the overall demand for business-to-business media and especially online
marketplace services, trade publications and trade shows. We believe that the
markets for these services are subject to the potentially negative impact of a
number of factors, including reductions in marketing expenditures by suppliers
and the overall weakening of global economies. These factors may give rise to a
number of market trends that adversely affect our business and revenues.
3
The Chinese market is key to our current and future revenue growth, and
political instability in this market could reduce our revenue and seriously harm
our business.
Our customers in China provided approximately 43% of our total revenues in
fiscal 2003 and approximately 47% of our total revenues in fiscal 2004, and we
believe our operations in China will continue to grow for the next several
years. Our dependence on the China market and its revenues is significant, and
adverse political changes in China may harm our business and cause our revenues
to decline.
The Chinese government has instituted a policy of economic reform which has
included encouraging foreign trade and investment, and greater economic
decentralization. However, the Chinese government may discontinue or change
these policies, or these policies may not be successful. Moreover, despite
progress in developing its legal system, China does not have a comprehensive and
highly developed system of laws, particularly as it relates to foreign
investment activities and foreign trade. Enforcement of existing and future
laws, regulations and contracts is uncertain, and implementation and
interpretation of these laws and regulations may be inconsistent. As the Chinese
legal system develops, new laws and regulations, changes to existing laws and
regulations and the interpretation or enforcement of laws and regulations may
adversely affect business operations in China. While Hong Kong SAR (Special
Administrative Region) has had a long history of promoting foreign investment,
its incorporation into China means that the uncertainty related to China and its
policies may now also affect Hong Kong SAR.
The international markets, and in particular the Asia-Pacific region, in which
we do business are subject to political and economic instability, which may
interfere with our ability to do business, increase our costs and decrease our
revenues.
The international markets in which we operate are subject to risks, including:
o fluctuations in regional economic conditions;
o political instability;
o the threat of terrorist attacks;
o conflicting and changing legal and regulatory requirements;
o restrictions placed on our operations due to our foreign status;
o significant changes in tax rates and reporting requirements;
o the loss of revenues, property and equipment from expropriation,
nationalization, war, insurrection, terrorism and other political
risks;
o adverse governmental actions, such as restrictions on transfers of
funds and trade protection measures, including tariffs and export
quotas; and
o fluctuations in currency exchange rates.
In 2004, we derived more than 90% of our revenues from customers in the
Asia-Pacific region. We expect that a majority of our future revenues will
continue to be generated from customers in this region. At the time of the Asian
economic crisis of 1997 and 1998, our revenues and operating results were
adversely affected. During the Asian economic crisis, both our sales and
revenues declined. If there is future political or economic instability in the
Asia-Pacific region, our business may be harmed and our revenues may decrease.
4
Because we operate internationally, foreign exchange rate fluctuations may have
a material impact on our results of operations. To the extent significant
currency fluctuations occur in Asian currencies, our revenues and profits would
be affected. At the time of the Asian economic crisis of 1997 and 1998, certain
of our contracts were denominated and priced in foreign currencies. The
conversion of these contract proceeds into U.S. dollars resulted in losses and
is indicative of the foreign exchange risk assumed by us. Currently, we do not
hedge our exposure to foreign currency fluctuations.
Our limited operating history in the trade show business as well as other
factors could adversely affect our ability to operate in this business
successfully.
Our trade show business to date has been limited. To increase our scale in the
trade show business, we will need to hire additional personnel and expend
additional capital. The trade show business also requires us to make substantial
non-refundable deposits to secure venue dates far in advance of our conducting
the trade show. We may not have sufficient access to capital to expand our trade
show business and we can give no assurances that our operation of this business
will be incremental to our growth.
In China, due to increasing competition in the trade show industry, we may not
be able to obtain the necessary trade show licenses we need, which may limit the
number of trade shows we are able to hold.
In addition, while we expect that a significant portion of our future revenues
will be derived from our trade show business, several factors could negatively
affect our financial performance in this business, including:
o the spread of SARS, Avian influenza and other similar epidemics;
o political instability and the threat of terrorist attacks;
o decrease in demand for booth space;
o limited availability of venues and appropriate venue dates;
o competing trade shows; and
o our inability to effectively expand our staff and infrastructure.
If our current and potential customers are not willing to adopt and renew our
services, we may not attract and retain a critical mass of customers.
Our services will be attractive to suppliers only if buyers use our services to
identify suppliers and purchase their products. The content, products and
suppliers currently available on our websites and other media or made available
by suppliers may not be sufficient to attract and retain buyers. If buyers and
suppliers do not accept our online services and other media, or if we are unable
to attract and retain a critical mass of buyers and suppliers for our online
services and other media, our business will suffer and our revenues may
decrease.
None of the buyers or suppliers that currently pay to use our services are under
any long-term contractual obligation to continue using our services. A
significant percentage of our customers do not renew their contracts and we
experience high customer turnover from year to year. If we cannot replace
non-renewing customers with new customers, our business could be adversely
affected.
We may not be successful in identifying and consummating acquisitions, joint
ventures and alliances to expand our business.
We are regularly evaluating potential strategic acquisitions, joint ventures and
alliances and we believe that such transactions are an integral part of our
business strategy. However, we may not be able to negotiate terms suc-
5
cessfully, finance the acquisition or arrangement, or integrate any new
businesses, products or technologies into our existing business and operations.
Even if we are successful in integrating any new businesses, products or
technologies into our existing business, we may not achieve expected results, or
we may not realize other expected benefits. If we are unable to make
acquisitions and enter into joint ventures and alliance arrangements
successfully, our growth potential may be harmed.
If we are unable to compete effectively, we will lose current customers and fail
to attract new customers.
Our industry is intensely competitive, evolving and subject to rapid change.
Barriers to entry are minimal, and competitors are able to launch new websites
and other media at a low cost. Competition is likely to result in price
reductions, reduced margins and loss of market share, any one of which may harm
our business. We compete for our share of customers' marketing and advertising
budgets with other online marketplaces, trade publications and trade shows.
Competitors vary in size, geographic scope, industries served and breadth of the
products and services offered. We may encounter competition from companies which
offer more comprehensive content, services, functionality and/or lower prices.
Many of our current and potential competitors may have greater financial,
technical, marketing and/or other resources and experience and greater name
recognition than we have. In addition, many of our competitors may have
established relationships with one another and with our current and potential
suppliers and buyers and may have extensive knowledge of our industry. Current
and potential competitors have established or may establish cooperative
relationships with third parties to increase the ability of their products to
address customer needs. Accordingly, our competitors may develop and rapidly
acquire significant market share.
Our quarterly operating results may have seasonal fluctuations, and we may fail
to meet analyst, investor and shareholder expectations, causing our share price
to decline.
We have experienced seasonal quarter-to-quarter fluctuations. Our buyer activity
is often relatively slower during the summer and year-end vacation and holiday
periods. Additionally, our online and trade publication advertising revenue is
seasonal and tends to be highest in the fourth quarter of each calendar year as
a result of increased advertising and media buying in that quarter. Virtually
all of our trade shows are expected to be held in April and October of each
year. As a result, second and fourth quarter revenues are likely to be
substantially higher than the first and third quarter revenues. However, certain
expenses associated with these revenues are likely to be incurred in preceding
quarters, which may cause results to be lower in those quarters. If revenues in
a quarter fails to meet or exceed the expectations of public market analysts,
investors and shareholders, the price of our shares may decline.
Current weakness of the telecommunications and Internet infrastructure in the
Asia-Pacific region could harm our business.
We are likely to continue to derive the majority of our Internet-based online
marketplace revenues from the Asia-Pacific region. The quality of some of the
telecommunications and Internet infrastructure and telephone line availability
in China and in some Asia-Pacific countries is poor. This may contribute to
lower than expected adoption of many of our services and may cause usage growth
and revenues to fall below expectations. In addition, access fees are high in
many Asia-Pacific countries, which also contributes to low usage and may
adversely affect our growth and revenues potential.
Customer concerns regarding security may deter use of our online products and
services.
Widely publicized security breaches involving the Internet or in online services
generally, or our failure to prevent security breaches, may cause our current
and potential customers not to use our products and services and adversely
affect our revenues. We may be required to incur additional costs to protect
against security breaches or to alleviate problems caused by these breaches. Our
potential for growth depends on our customers' confidence in the security of our
products and services.
6
The failure of outside parties to meet our service level and information
accuracy expectations may make our services less attractive to customers and
harm our business.
We rely on outside parties for some information, licenses, product delivery and
technology products and services. We rely on technology relationships with
software developers and providers, systems integrators and other technology
firms to support, enhance and develop our products and services. Although we
have contracts with technology providers to enhance, expand, manage and maintain
our computer and communications equipment and software, these service providers
may not provide acceptable services. Services provided by third parties include
managing our Global Sources Online network Web server, maintaining our
communications lines and managing our network data centers and software
development. These relationships may not continue or we may not be able to
develop additional third-party relationships on acceptable commercial terms,
which could cause customer dissatisfaction and/or a delay in the launch of new
software or services.
We license some components of our technology from third parties. These licenses
may not be available to us on commercially reasonable terms in the future. The
loss of these licenses could delay release or enhancement of our services until
equivalent technology could be licensed, developed or otherwise obtained. Any
such delay could have a material adverse effect on our business. These factors
may deter customers from using our services, damage our business reputation,
cause us to lose current customers, and harm our ability to attract new
customers.
We have no control over the accuracy, timeliness or effectiveness of the
information, products and services of these outside parties. As a result of
outside party actions, we may fail to provide accurate, complete and current
information about customers and their products in a timely manner and to deliver
information to buyers in a satisfactory manner.
We rely on independent sales representative firms and the loss of any
significant firm or members of a firm would harm our business and revenues.
We rely on the services of independent sales representative organizations for
the sales and marketing of our products and services. We have service agreements
with various sales representative firms that employ sales representatives. Six
sales representative firms in China are responsible for supplier accounts which
in the aggregate accounted for approximately 47% of our total revenues for the
year ended December 31, 2004. Generally, either we or the sales representative
firm may terminate the service agreement between us upon short notice. It is
possible that we may not retain some of our sales representative firms, or they
may not retain some of their sales personnel or be able to replace them with
equally qualified personnel. Furthermore, if a sales representative firm
terminates its agreement with us, some of our customers with a direct
relationship with that sales representative firm or its personnel may terminate
their relationship with us. Although these firms and their employees are
independent from us, there can be no assurance that our reputation and our
business will not be harmed by their acts or omissions.
The loss of one or more of our executive officers or key employees, either to a
competitor or otherwise, could harm our business.
Our executive officers and key employees are critical to our business. Our
executive officers and key personnel may not remain with us and their loss may
negatively impact our operations, and may reduce our revenues and cash flows. In
particular, the services of our chief executive officer, chief financial
officer, chief operating officer and chief information officer are important to
our operations. If competitors hire our key personnel, it could allow them to
compete more effectively by diverting customers from us and facilitating more
rapid development of their competitive offerings. We do not maintain key man
insurance on any of our executive officers.
7
Our inability to maintain effective Internet domain names could create confusion
and direct traffic away from our online services.
If we are not able to prevent third parties from acquiring Internet domain names
that are similar to the various Internet domain names that we own, third parties
could create confusion that diverts traffic to other websites away from our
online services, thereby adversely affecting our business. The acquisition and
maintenance of Internet domain names generally are regulated by governmental
agencies. The regulation of Internet domain names in the United States and in
foreign countries is subject to change. As a result, we may not be able to
acquire or maintain relevant Internet domain names. Furthermore, the
relationship between regulations governing such addresses and laws protecting
proprietary rights is unclear.
If we release new services, catalog tools or software that contain defects, we
may need to suspend further sales and services until we fix the defects, and our
reputation could be harmed.
Our services depend on software that is complex and that may contain unknown and
undetected defects, errors or performance problems. We may not discover defects,
errors or performance problems that affect our new or current services or
enhancements until after they are deployed. These defects, errors or performance
problems could force us to suspend sales and services or cause service
interruptions which could damage our reputation or increase our service costs,
cause us to lose revenues, delay market acceptance or divert our development
resources, any of which could severely harm our business.
Risk of failure of our computer and communications hardware systems increases
without redundant facilities.
Our business depends on the efficient and uninterrupted operation of our
computer and communications hardware systems. Any system interruptions that
cause Global Sources Online or any of our online sites to be unavailable may
drive away buyers and reduce the attractiveness of these sites to advertisers
and could adversely affect our business, financial condition and operating
results. We maintain most of our computer systems in one web-hosting and
internal support facility in Singapore. We do not have redundant facilities or
disaster recovery systems for our computer systems. Interruptions could result
from natural disasters as well as catastrophic hardware failures, software
problems, extended power loss, telecommunications failure and similar events.
We may be subject to legal liability for publishing or distributing content over
the Internet or in our trade publications or trade shows.
We may be subject to legal claims relating to the content on Global Sources
Online or our other websites, or the downloading and distribution of such
content, as well as legal claims arising out of the products or companies
featured in our trade publications and tradeshows. Claims could involve matters
such as libel and defamation, patent, trademark, copyright and design
infringement, fraud and invasion of privacy. Media companies have been sued in
the past, sometimes successfully, based on the content published or made
available by them. Like many companies in our industry, we have received notices
of claims based on content made available on our website. In addition, some of
the content provided on Global Sources Online is manually entered from data
compiled by other parties, including governmental and commercial sources, and
this data may have errors, or we may introduce errors when entering such data.
If our content is improperly used or if we supply incorrect information, third
parties may take legal action against us. In addition, we may violate usage
restrictions placed on text or data that is supplied to us by third parties. Our
insurance may not cover claims of this type, or may not provide sufficient
coverage, which could harm our reputation and operating results.
Evolving regulation of the Internet and commercial e-mail may affect us
adversely.
As Internet commerce continues to evolve, increasing regulation by federal,
state or foreign agencies becomes more likely. Strict legal prohibitions on the
transmission of unsolicited commercial email, coupled with aggressive
enforcement, could reduce our ability to promote our services and our ability to
facilitate communications between suppliers and buyers and, as a result,
adversely affect our business.
8
In addition, taxation of products and services provided over the Internet or
other charges imposed by government agencies or by private organizations for
accessing the Internet may also be imposed. Any regulation imposing greater fees
for Internet use or restricting information exchange over the Internet could
result in a decline in the use of the Internet and the viability of
Internet-based services, which could harm our business and operating results.
The laws governing Internet transactions and market access over the Internet are
evolving and remain largely unsettled. The adoption or modification of laws or
regulations relating to the Internet may harm our business by increasing our
costs and administrative burdens. It may take years to determine whether and how
existing laws apply to the Internet.
Our intellectual property protection is limited, and others may infringe upon
it, which may reduce our ability to compete and may divert our resources.
Our success depends upon proprietary technology, content and other intellectual
property rights. We have relied on a combination of copyright, trade secret and
trademark laws and nondisclosure and other contractual restrictions to protect
ourselves. Our efforts to protect our intellectual property rights may not be
adequate. Our competitors may independently develop similar technology or
duplicate our software and services. If others are able to develop or use
technology and/or content we have developed, our competitive position may be
negatively affected.
We have in the past co-developed, and may in the future co-develop, some of our
intellectual property with independent third parties. In these instances, we
take all action that we believe is necessary and advisable to protect and to
gain ownership of all co-developed intellectual property. However, if such third
parties were to introduce similar or competing online products and services that
achieve market acceptance, the success of our online services and our business,
financial condition, prospects and operating results may be harmed.
We cannot determine whether future patent, service mark or trademark
applications, if any, will be granted. No certainty exists as to whether our
current intellectual property or any future intellectual property that we may
develop will be challenged, invalidated or circumvented or will provide us with
any competitive advantages.
Litigation may be necessary to enforce our intellectual property rights, protect
trade secrets, determine the validity and scope of the proprietary rights of
others, or defend against claims of infringement or invalidity. Intellectual
property laws provide limited protection. Moreover, the laws of some foreign
countries do not offer the same level of protection for intellectual property as
the laws of the United States. In addition, we may be unable to detect
unauthorized use of our intellectual property. Litigation may result in
substantial costs and diversion of resources, regardless of its outcome, which
may limit our ability to develop new services and compete for customers.
If third parties claim that we infringe upon their intellectual property rights,
our ability to use technologies and products may be limited, and we may incur
substantial costs to resolve these claims.
Litigation regarding intellectual property rights is common in the Internet and
software industries. Defending against these claims could be expensive and
divert our attention from operating our business. We expect third-party
infringement claims involving Internet technologies and software products and
services to increase. If we become liable to third parties for infringing their
intellectual property rights, we could be required to pay substantial damage
awards and be forced to develop non-infringing technology, obtain a license or
cease using the products and services that contain the infringing technology or
content. We may be unable to develop non-infringing technology or content or to
obtain a license on commercially reasonable terms, or at all.
In the past, we have received notices alleging intellectual property
infringements. Although, to date, there has been no successful litigation
directed against us with respect to the infringement and/or improper use of the
intel-
9
lectual property rights of third parties, there can be no assurances that there
will not be any successful litigation in the future.
We may also be named as a defendant in litigation alleging infringement of
intellectual property rights by our customers. We may be required to defend
ourselves and our customers against infringement claims. In the event of a claim
of infringement, we and our customers may be required to pay significant damages
or obtain one or more licenses from third parties, and we may be unable to
obtain necessary licenses at a reasonable cost or at all. Inability to obtain
licenses may prevent us from offering products and services, which may limit our
revenues.
Our lengthy sales and implementation cycle could cause delays in revenues
growth.
The period between our initial contact with a potential customer and the
purchase by it of our products and services is often long and unpredictable and
may have delays associated with the lengthy budgeting and approval processes of
our customers. This lengthy sales and implementation cycle may affect our
ability to estimate our revenues in future quarters.
Our growth could strain our resources, and if we are unable to implement
appropriate controls and procedures to manage our growth, we may not be able to
successfully implement our business plan.
We plan to increase substantially the number of independent sales
representatives in China in order to pursue our business objectives. Our success
will depend in part upon the ability of our senior management to implement and
manage this growth effectively. To do this, additional new representatives must
be recruited and trained. If our new representatives perform poorly, or if their
training and management is unsuccessful, or if our relationships with our
existing representatives fail, our business may be harmed. To manage the
expected growth of our operations, we will need to continue to improve our
operational, financial and management controls and our reporting systems and
procedures. If we fail to manage our growth successfully, we will be unable to
execute our business plan.
Merle A. Hinrichs, our Chairman and Chief Executive Officer, is also our
controlling shareholder and he may take actions that conflict with your
interest.
As of May 1, 2005, Merle A. Hinrichs beneficially owned 61.4% of our common
shares. Accordingly, Mr. Hinrichs controls the power to elect our directors, to
appoint new management and to oppose actions requiring shareholder approval,
such as adopting amendments to our articles of incorporation and approving
mergers or sales of all or substantially all of our assets. Such concentration
of ownership may have the effect of delaying or preventing a change of control
even if a change of control is in the best interest of all shareholders. In
addition, Mr. Hinrichs may still effectively control our company even if his
share holdings are significantly reduced. There may be instances in which the
interest of our controlling shareholder may conflict with the interest of a
holder of our securities.
There is a limited public market for our shares and the trading volume for our
shares is low which may limit your ability to sell your shares or purchase more
shares.
Our common shares have been traded in the public market for a limited time and
this market may not be sustained. As a result of the April 2000 share exchange,
1,189,949 of our common shares were listed on the Nasdaq National Market. As of
May 1, 2005 we had approximately 1,035 shareholders, and approximately
10,824,679 shares that were tradable on the Nasdaq National Market.
However, because of the small number of shareholders and the small number of
publicly tradable shares, we cannot be sure that an active trading market will
develop or be sustained or that you will be able to sell or buy common shares
when you want to. As a result, it may be difficult to make purchases or sales of
our common shares in the market at any particular time or in any significant
quantity. If our shareholders sell our common
10
shares in the public market, the market price of our common shares may fall. In
addition, such sales may create the perception by the public of difficulties or
problems with our products and services or management. As a result, these sales
may make it more difficult for us to sell equity or equity related securities in
the future at a time or price that is appropriate.
Future sales of our common shares could depress the price of the common shares.
Future sales of common shares by us or our existing shareholders could adversely
affect the prevailing market price of the common shares. As of May 1, 2005, we
had 34,853,435 common shares outstanding. At least 21,821,398 common shares
outstanding are beneficially owned by people who may be deemed "affiliates," as
defined by Rule 405 of the Act, and are "restricted securities" which can be
resold in the public market only if registered with the Securities and Exchange
Commission or pursuant to an exemption from registration.
We cannot predict what effect, if any, that future sales of such restricted
shares or the availability of shares for future sale, will have on the market
price of the common shares from time to time. Sales of substantial amounts of
common shares in the public market, or the perception that such sales could
occur, could adversely affect prevailing market prices for the common shares and
could impair our ability to raise additional capital through an offering of our
equity securities.
Because we are governed by Bermuda law rather than the laws of the United States
and our assets are outside the U.S., our shareholders may have more difficulty
protecting their rights because of differences in the laws of the jurisdictions.
We are organized under the laws of Bermuda. In addition, certain of our
directors and officers reside outside the United States and a substantial
portion of our assets are located outside the United States. As a result, it may
be difficult for investors to effect service of process within the United States
upon such persons or to realize against them judgments of courts of the United
States predicated upon civil liabilities under the United States federal
securities laws. We have been advised by our legal counsel in Bermuda, Appleby
Spurling Hunter, that there is doubt as to the enforcement in Bermuda, in
original actions or in actions for enforcement of judgments of United States
courts, of liabilities predicated upon U.S. federal securities laws, although
Bermuda courts will enforce foreign judgments for liquidated amounts in civil
matters subject to certain conditions and exceptions.
It may be difficult for a third party to acquire us, and this may depress our
share price.
Our bye-laws contain provisions that may have the effect of delaying, deferring
or preventing a change in control or the displacement of our management. These
provisions may discourage proxy contests and make it more difficult for the
shareholders to elect directors and take other corporate actions. These
provisions may also limit the price that investors might be willing to pay in
the future for our common shares. These provisions include:
o providing for a staggered board of directors, so that it would take
three successive annual general meetings to replace all directors;
o requiring the approval of 100% of shareholders for shareholder action
by written consent;
o establishing advance notice requirements for submitting nominations
for election to the board of directors and for proposing matters that
may be acted upon by shareholders at a general meeting; and
o restricting business combinations with interested shareholders that
have not been approved by at least two-thirds of the holders of our
voting shares (other than the interested shareholder) or by a majority
of the continuing directors or if certain prescribed conditions are
met assuming that we will receive fair market value in exchange for
such business combination. In this context, a "business combination"
includes mergers, asset sales and other material transactions
resulting in a bene-
11
fit to the interested shareholder or the adoption of a plan for our
liquidation or dissolution; a "continuing director" is a member of our
board of directors that is not an affiliate or associate of an
interested shareholder and was a member of our board prior to such
person becoming an interested shareholder; and an "interested
shareholder" is any person (other than us or any of our subsidiaries,
any employee benefit or other similar plan or any of our shareholders
who owned shares prior to the listing of our shares on the Nasdaq
National Market) that owns or has announced its intention to own, or
with respect to any of our affiliates or associates, within the prior
two years did own, at least 15% of our voting shares.
Issues related to Arthur Andersen may impede our ability to access the capital
markets.
SEC rules and regulations require us to present historical audited financial
statements in various SEC filings, including registration statements, along with
our accountants' consent to our inclusion of its audit report in those filings.
Prior to August 8, 2002, Arthur Andersen served as our independent auditors.
Effective August 8, 2002, Arthur Andersen resigned as our independent public
accountants and we subsequently retained Ernst & Young as our independent
auditors for the fiscal years ended December 31, 2002, December 31, 2003 and
December 31, 2004. On August 31, 2002, Arthur Andersen ceased practicing before
the SEC and, as a result, we are unable to obtain their written consent to
incorporate by reference or include Arthur Andersen's reports on our financial
statements. If the SEC ceased accepting financial statements previously audited
by Arthur Andersen without Arthur Andersen's written consent, we would be unable
to access the public capital markets unless Ernst & Young, our current
independent accountant, or another independent accountant, is able to re-audit
the financial statements originally audited by Arthur Andersen. In addition,
investors in the securities offered hereby and in any future offerings we make
for which we use Arthur Andersen audit reports will not be entitled to recovery
against Arthur Andersen under the Securities Act for any material misstatements
or omissions in those financial statements. Furthermore, Arthur Andersen will be
unable to participate in the "due diligence" process that would customarily be
performed by potential investors in our securities, which process includes
having Arthur Andersen perform procedures to assure the continued accuracy of
its report on our audited financial statements and to confirm its review of
unaudited interim periods presented for comparative purposes. As a result, we
may not be able to bring to the market successfully an offering of our
securities. Consequently, our financing costs may increase or we may miss
attractive market opportunities.
ITEM 4. INFORMATION ON THE COMPANY
History and Development of the Company
We are a leading facilitator of global merchandise trade. Our business began in
1971 in Hong Kong when we launched Asian Sources, a trade magazine to serve
global buyers importing products in volume from Asia. Today, we are one of
Asia's leading providers of trade information in print, online, on CD-ROM and
face-to-face, meeting the marketing and sourcing needs of our supplier and buyer
communities.
While our core business facilitates exports from Asia to the world, we also
facilitate trade from the world to Asia. In 1985, we launched Electronics News
for China for this purpose. Today we have several publications, their associated
websites plus leading events and conferences that provide information to
high-tech design engineers and manufacturers in China and throughout Asia.
Realizing the importance of the Internet, we became one of the first providers
of business-to-business online services by launching Asian Sources Online in
1995. In 1999, we changed the name of Asian Sources Online to Global Sources
Online.
We originally were incorporated under the laws of Hong Kong in 1970. In April
2000, we completed a share exchange with a publicly traded company based in
Bermuda, and our shareholders became the majority shareholders of the Bermuda
corporation. As a result of the share exchange, we became incorporated under the
laws of Bermuda and changed our name to Global Sources Ltd.
12
Our capital expenditures during the year ended December 31, 2004 amounted to
$21.1 million, approximately $19.1 million of which was for the purchase of
office premises under construction in Shenzhen, China and the reminder for
computers, software, software development, leasehold improvements and office
furniture. Capital expenditures during the three months period ended March 31,
2005 amounted to $0.6 million and were incurred mainly on office premises, for
computers, software, reusable trade show booths and leasehold improvements. Our
capital expenditures were financed using cash generated from our operations. The
net book value of capital assets disposed during the year ended December 31,
2004 and the three months ended March 31, 2005 amounted to $0.04 million and
$NIL, respectively.
Our primary operating offices are located in Shenzhen, China; Hong Kong SAR;
Singapore and Makati, Philippines. Our registered office is located at Canon's
Court, 22 Victoria Street, Hamilton, HM 12, Bermuda, and our telephone number at
that address is (441) 295-2244. Our website address is www.globalsources.com.
Information contained on our website or available through our website is not
incorporated by reference into this annual report and should not be considered a
part of this annual report.
Business Overview
We are a leading business-to-business (B2B) media company that provides
information and integrated marketing services, with a particular focus on the
Chinese market. Our mission is to facilitate global trade between buyers and
suppliers by providing the right information, at the right time, in the right
format. Although our range of media has grown, for more than 34 years we have
been in the same basic business of helping buyers worldwide find products and
suppliers in Asia.
Buyers rely on our media to stay current with available purchasing
opportunities. Suppliers use our media to find new buyers and markets for their
products. With our broad range of online, trade magazine and trade show
offerings, we provide comprehensive export marketing media and services.
We have a significant presence across a number of industry sectors including
electronics, fashion accessories, hardware and gifts. We are particularly strong
in facilitating China's two-way trade of electronics, China's largest import and
export sector. Our revenue from China has grown 101% since 2000.
We serve an independently certified community of more than 423,000 active
members in more than 230 countries and territories. This buyer community has
more than doubled in size from 209,000 at the end of 2000. During 2004, buyers
sent more than 4.25 million requests for information (RFIs) to the 130,000
suppliers listed on Global Sources Online, up from 2.4 million for the year
2000.
We are diversified in terms of products and services offered, industries served
and our customer base. We have powerful and valuable assets including: the
Global Sources brand; leading products and market positions; a long history and
extensive presence in China; and substantial online leadership and expertise. We
believe that all of these provide a strong platform for success and that we are
well positioned to grow along with China's exports and imports in the industry
segments within which we operate.
The following table sets forth our revenue by category for the last three fiscal
years:
Year Ended December 31,
---------------------------------------------
2002 2003 2004
----------- ----------- -----------
Revenue:
Online and other media services.................. $ 84,400 $ 87,685 $ 92,325
Exhibitions - trade shows and seminars........... 2,455 3,327 13,010
Miscellaneous.................................... 631 657 511
----------- ----------- -----------
$ 87,486 $ 91,669 $ 105,846
=========== =========== ===========
13
The following table represents our revenue by geographical area for the last
three fiscal years:
Year Ended December 31,
---------------------------------------------
2002 2003 2004
----------- ----------- -----------
Revenue:
Asia............................................. $ 81,456 $ 84,856 $ 97,876
United States.................................... 4,986 5,970 6,573
Europe........................................... 525 437 597
Others........................................... 519 406 800
----------- ----------- -----------
Consolidated..................................... $ 87,486 $ 91,669 $ 105,846
=========== =========== ===========
We currently generate the majority of our revenue from suppliers in Asia, with
China being our largest market at 51% of total revenue during fourth Quarter of
2004. Our revenue is derived from three primary sources:
o Online Services - Our primary service is creating and hosting
marketing websites that present suppliers' product and company
information in a consistent and easily searchable manner on Global
Sources Online. We also derive revenue from banner advertising fees.
o Other Media Services - We publish trade magazines, which consist
primarily of advertisements from suppliers and our independent
editorial reports and product surveys. We publish our core trade
magazines monthly, and a host of specialized magazines seasonally. We
also derive revenue from buyers that subscribe to our trade
publications. We also offer CD-ROM versions of the content on Global
Sources Online.
o Exhibitions - Trade Shows and Seminars - We launched a new line of
trade shows called the China Sourcing Fairs. They offer international
buyers direct access to manufacturers in China and other Asian
countries. The first fair was held during the fourth quarter of 2003.
Future fairs will be held mainly in the second quarter and fourth
quarter of each financial year.
Industry Background
Global Trade and the Role of China
Over the past few decades, as communications and logistics technologies have
improved and as more free trade agreements have been signed, international trade
has grown at a pace far exceeding the growth of overall global production. Asia,
and China in particular, have been significant contributors to the growth of
global trade.
According to the World Trade Organization (WTO), China is the world's fourth
largest economy, after the European Union, the United States and Japan. China is
rapidly expanding as both an exporter and an importer of goods and services.
According to the US-China Business Council (UCBC), from 1999 to 2003 China's
exports have grown from $195 billion to $438 billion, a compound annual growth
rate (CAGR) of 22%, and its imports have grown from $166 billion to $413
billion, a CAGR of 26%.
China has become a major manufacturer and exporter of a wide range of products,
due to its significant labor cost advantages, large population, improving
quality controls and increasing amounts of foreign investment. Being admitted to
the WTO in 2001 was a very important turning point for China. Membership led to
a dramatic shift in global trade, with more orders flowing to China and away
from traditional supply markets.
As an indicator of China's export strength, exports to the United States grew by
a CAGR of 15% between 1999 and 2003, from $81.8 billion to $152.4 billion. This
is in sharp contrast to other traditional trading powers, such
14
as Taiwan and Hong Kong SAR, which have each experienced an 8% decrease in their
exports to the United States over the same period.
With a population that is more than 15 times as large as Hong Kong SAR, Taiwan
and Korea combined, and with comparably more manufacturing facilities, the
potential scale of China as an exporter is very substantial. China's exporters
include state-owned enterprises, joint ventures and a rapidly growing number of
entrepreneurial companies. Many of these companies are relatively inexperienced
with exporting.
With thousands of manufacturers spread across vast regions, and given the large
distances between them and their customers, it is difficult for buyers and
suppliers to identify and communicate with each other. Accordingly, buyers'
search and evaluation costs, and suppliers' advertising and marketing expenses
can be substantial.
The Role of Media in Global Trade
In global trade, media play a key role in helping suppliers and buyers find,
connect and transact with each other. To facilitate this, media companies
provide three major offerings--online marketplaces, trade publications and trade
shows. Many media companies, however, offer just one or two of these types of
media.
For media companies doing business in Asia, the fragmentation existing in many
markets presents significant challenges. They need to find, qualify and visit
tens of thousands of suppliers and then assist them to promote their products to
the global marketplace. Building a sales force to contact these suppliers is a
significant undertaking and typically requires substantial financial and
manpower commitments and resources. In particular, there is a huge challenge to
effectively and efficiently hire, train and manage a network of sales
representatives across such an immense area, where multiple jurisdictions have
varying legal requirements, languages, currencies and customs.
Buyers rely on media to stay current with all available purchasing
opportunities. They use the media to identify and pursue new suppliers with
which they can compare both pricing and product quality with their existing
suppliers. They also seek to purchase new product lines appropriate to their
distribution channels. Buyers choose media based on the quality and quantity of
information relevant to their interests, and on the range and flexibility of the
formats and delivery methods.
Most suppliers frequently introduce new products and actively seek new buyers
and markets through the use of media. Their objective is to make sure their
products are seen by as many potential buyers as possible, and sold to buyers
that will provide them the best price and the right order size. Suppliers select
media based on the number and quality of buyers reached, and on the reputation
of the medium and its cost. Also, particularly in China, creative services for
ad design and English language copywriting play a significant role in media
selection. Suppliers measure the return on their promotional investments by the
quantity and quality of sales leads, or RFIs, that they receive, and where
possible, by the actual orders generated.
Operators of online marketplaces generate most of their business from selling
marketing services to suppliers, such as hosting and publishing a suppliers'
website or catalog, and from advertising. Online marketplaces have the
advantages of content depth and timeliness and provide a venue where suppliers
can make detailed product and company information accessible to buyers.
Trade magazine publishers garner the vast majority of their revenue from the
sale of advertising. Magazines offer buyers the convenience of portability while
offering suppliers a proven medium that delivers a targeted audience. Magazine
advertising formats are effective since they enable suppliers to do high-impact,
display advertising that can strongly position their company and their products.
Advertising in trade magazines contributes greatly to making buyers aware that a
company is a potential supplier, and if the buyer is in an active sourcing mode,
these advertisements often stimulate the buyer to make an inquiry or to visit
the supplier's website.
Trade show organizers generate most of their business from selling booth space
to suppliers. Trade shows play a unique role in the sales process since they
allow sellers to make face-to-face presentations to buyers and to negotiate and
take orders at the booth. In international trade, this is something that cannot
be accomplished by online or print media.
15
Many suppliers want to reach their customers and prospects in multiple ways:
online, in print and in person at trade shows. Suppliers need this full range of
media to make sure they reach their entire target market, because of the
benefits of different exposures to buyers, and because each of the media plays a
different role in the sales cycle.
Our Offerings
Our primary business relates to connecting buyers worldwide with suppliers in
Asia and other emerging markets. However, we also enable trade in the other
direction with a range of media that facilitate selling to Asia and China.
We provide a broad set of business-to-business (B2B) media products and services
to stimulate and streamline the marketing and sourcing processes of global
trade. In particular, we believe that we are the largest company offering such
an integrated solution to suppliers and buyers engaged in international trade
with China.
Buyers request information and purchase goods from suppliers who market
themselves through our online services, trade magazines and trade shows. We
provide information to help buyers evaluate numerous sourcing options so they
can place orders with suppliers that offer them the best terms. We help
suppliers market their products and their capabilities to our community of
buyers worldwide. By receiving inquiries from a wide selection of buyers,
suppliers have more opportunities to achieve the best possible terms, and to
learn about the demand and specific requirements in different markets.
With the combination of our print, online and trade show offerings, supported by
our creative and production services, we offer suppliers a virtual one-stop shop
for most of their export marketing communications needs.
Media for Buyers Worldwide
Online Services
Through Global Sources Online, our online marketplace, buyers are able to
identify and make inquiries to suppliers. Our primary source of revenue is from
suppliers who pay for marketing websites. Each marketing website is comprised of
a home page, a company profile and a virtual showroom containing product profile
pages on the supplier's products. Each product profile page contains detailed
product information, specifications and full color images. Many suppliers choose
to supplement their marketing websites with additional online marketing
services. For example, suppliers can sponsor a particular product or other
search category and when a buyer searches that category, the supplier's banner
advertisement is displayed promoting its products or services, with a link to
that supplier's marketing website.
Buyers may search Global Sources Online by product, keyword, supplier or
country. Buyers can reach a large potential supply base by searching among,
and/or making inquiries to approximately 130,000 suppliers who are categorized
according to the products they can supply. In listing suppliers for a specific
product, we give prominence to those who maintain marketing websites with us.
A key feature of Global Sources Online for buyers is the standard format for
suppliers' information, making it unnecessary for buyers to leave our website to
visit numerous individual supplier websites, each with a different data
structure and design. Another important feature is our "Product Alert." Buyers
register their profiles and are then notified by e-mail whenever there is new
advertising or editorial content in the product categories they specified.
16
Trade Publications
We publish seven monthly publications, plus other quarterly and seasonal
publications, that are circulated to buyers worldwide. Our trade publications
contain paid advertisements from suppliers, as well as our independent editorial
features, which include market reports and product surveys. In addition to our
paid subscription base, we distribute samples of our trade magazines free of
charge to prospective buyers worldwide at a variety of trade shows and events.
Trade Shows
We have four China Sourcing Fairs scheduled for 2005 in Shanghai. The shows
bring buyers from around the world to meet face-to-face with Chinese suppliers.
The first China Sourcing Fair was held in Shanghai in October 2003. In 2004, our
China Sourcing Fairs in Shanghai were attended by more than 75,000 buyers and
featured a total of 4,114 booths.
Advertising Creative Services
We offer our customers advertising and marketing creative services, which assist
them in communicating their unique selling propositions and in executing
integrated marketing campaigns across our online services, trade magazines and
trade shows. Account managers and copywriters in our customer service centers
assist suppliers with various creative services--including digital photography
of products, translation, copywriting, ad layout and quality control. Basic
media and creative services are included in our media charges.
Market Intelligence Reports
During 2004, we published 56 reports, including titles such as DVD Players,
Stuffed Plush Toys, and T-Shirts & Polo Shirts. Each report provides extremely
detailed information on suppliers and supply market conditions throughout
Greater China that is based on our factory visits, face-to-face interviews, and
detailed questionnaires. Revenue is derived from sales to buyers.
Private Catalogs
My Catalog is an online service for buyers to make their sourcing and purchasing
activities more efficient. My Catalog has all the functionality of Global
Sources Online plus additional content, functionality and support. As of
December 2004, a variety of companies were customers of this service including
large buying organizations such as AEON, Best Buy, Kingfisher and
KarstadtQuelle.
Our Private Supplier Catalogs enable suppliers to enter, manage, update and
distribute their product and company data for a variety of online marketing and
cataloging applications. We provide tools within the catalog to assist suppliers
with creating, updating and posting content.
Our online catalog offerings are maintained in a private, password-protected
environment where the catalog user has the sole right of access and data entry.
We currently derive little revenue from these services.
Media for Asian Engineers and Executives
In addition to our primary media, which connect export suppliers in Asia with
buyers worldwide, we are a leading provider of information to electronics
engineers and executives within Asia. For this segment of our business, we have
seven websites, seven magazines and host several conferences and events each
year.
17
Strategy
Our objective is to be the preferred provider of essential information and
integrated marketing solutions in the markets we serve, with a particular
emphasis on the large and rapidly growing China market. Our primary strategy to
achieve this objective is to serve our industry sectors with each of online,
trade publication and trade show media. This full range of media enables
suppliers to reach their target market in multiple ways. This strategy can also
enable us to achieve a competitive advantage versus other media companies who do
not provide this full range of media.
There are five principal components of our growth strategy:
o Continue to Expand in China. We are significantly expanding our sales
representation, marketing and infrastructure in China to enable us to
grow our revenue along with the anticipated growth of China trade in
the industry sectors we serve. Our revenue from China has grown
approximately 101% since 2000 and we expect revenue from China to
continue to grow.
o Expand Trade Show Business. Our primary initiative is to launch more
trade shows. During 2005, we plan to host four China Sourcing Fairs in
Shanghai - two in the spring and two in the fall. We are also
continuing to invest in infrastructure, sales and marketing for new
China Sourcing Fairs beginning in 2006 at the AsiaWorld-Expo in Hong
Kong, where we have secured capacity for as many as 16,000 booths
annually.
o Add New Customers for Existing Services. To date, we have sold our
solutions to a relatively small number of the approximately 130,000
suppliers currently listed on Global Sources Online. We believe we can
significantly increase the number of suppliers who will purchase our
online marketplace, trade publication and trade show services for
three primary reasons: the overall strength and differentiation of our
services; the largest community of independently certified buyers we
are involved in global B2B trade; and the increasing number of buyers
making inquiries through Global Sources Online. We also intend to
further penetrate the high-tech sector in Asia, which we serve in
several languages, and where we see significant potential to continue
to increase our revenue.
o Cross-Sell Services to Existing Customers. We believe that we can
increase our revenues by cross-selling our existing products and
services to suppliers who are already customers. We see significant
potential to convince more of our online marketplace and trade
publication customers to also exhibit in our trade shows; and to
convince more of our trade show exhibitors to also become customers of
our online marketplaces and trade publications.
o Seek Acquisitions, Joint Ventures and Alliances. We intend to
selectively pursue acquisitions, joint ventures and alliances to help
us accelerate achievement of our strategic goals and maintain and
achieve market-leading positions. Specific objectives include: gaining
greater penetration into existing or adjacent additional industry
sectors, expanding into new industry sectors, and gaining access to a
larger number of potential users.
At the core of our strategy is one basic goal: to steadily increase the usage of
our media. As we do this, we expect to increase the size and loyalty of the
communities we serve. Our belief is that as our community of active buyers
increases, our products and services become increasingly attractive to
suppliers. As the number of buyers and sellers using our products and services
grows, our offerings become incrementally more attractive to additional buyers
and sellers, which we believe will drive revenue growth through further adoption
of our online, publication and trade show products and services.
18
Products & Services
Media for Buyers Worldwide
Online Services
Global Sources Online, our primary online service, is comprised of the following
industry sector marketplaces:
Computer Products Hardwares
Electronic Components Security Products
Electronics Telecom Products
Fashion Accessories & Supplies Timepieces
Gifts & Home Products
Trade Publications
We publish the following industry-specific trade magazines monthly:
Asian Sources Computer Products Asian Sources Gifts & Home Products
Asian Sources Electronic Components Asian Sources Hardwares
Asian Sources Electronics Asian Sources Telecom Products
Asian Sources Fashion Accessories & Supplies
We also publish the following specialized magazines and CD-ROMs seasonally
and/or for special trade events:
Global Sources Electronic Components Global Sources Security Products
Global Sources Lighting Products Global Sources Timepieces
Trade Shows
Trade Show Description
---------- -----------
Global Sources China Sourcing Fair: Gifts & o Primary product categories include: gifts, premiums
Home Products & toys; sporting goods; Christmas & holiday products;
stationery; health & beauty products; kitchen &
household appliances; DIY & home center; furniture &
furnishings; garden & outdoor products; and lighting &
electrical.
o Spring and fall 2005 events in Shanghai.
Global Sources China Sourcing Fair: o Primary product categories include: personal &
Electronics & Components mobile electronics; computers & networking products;
electronic components; security & safety products;
telecom products & accessories; and home & office
electronics.
o Spring and fall 2005 events in Shanghai.
19
Media for Asian Engineers and Executives
Magazines
Magazine Description
-------- -----------
Electronic Engineering Times - Asia o Editions published bi-weekly in simplified and
traditional Chinese, Korean and English; covers the
latest technology and design techniques for
electronics engineers.
Electronics Supply & Manufacturing - China o Published monthly in simplified Chinese; provides
electronics manufacturers in China with the business
and technology information.
Global Sources Chief Executive China o Published monthly in simplified Chinese; serves mainland
China senior management with case studies and
information on management techniques and strategies.
Global Sources Career Sources China o Provides career opportunities and guidance to
China's professionals and managers, and helps
companies recruit experienced talent.
Websites
Website Description
------- -----------
Electronic Engineering Times - Asia Online o Provides industry news, new product information and
feature stories covering electronic technology and its
application; websites in traditional and simplified
Chinese, English and Korean.
Electronic Supply & Manufacturing - China o Provides corporate engineering,
Online procurement and manufacturing management with instant
desktop access to new manufacturing strategies,
technology and supplier news.
Global Sources Chief Executive China Online o A resource focusing on excellent management
practices for China's business leaders in
simplified Chinese.
Global Sources Career Sources China Online o Provides information regarding career opportunities
and resource center for certain professionals.
Trade Shows and Exhibitions
Trade Show Description
---------- -----------
The 10th Annual International IC - China o Mainland China's premiere showcase of integrated
Conference & Exhibition circuits (IC) application technologies and high-end
components.
o April 2005 events in mainland China.
20
Trade Show Description
---------- -----------
The 5th Annual Embedded Systems Conferences o Embedded systems design, skills training and
Asia & China technologies in mainland China and Taiwan.
o April 2005 events in mainland China and July
2005 in Taiwan.
The 4th EDA & Test - China Conference & o Asia-Pacific's largest, longest-running showcase of
Exhibition; and the 13th EDA & Test - Taiwan electronic design automation and test technologies.
Conference & Exhibition o April 2005 in mainland China and July 2005 in
Taiwan.
Customers
We provide services to a broad range of international buyers and suppliers in
various industry sectors.
Suppliers
During 2004, more than 7,300 suppliers paid us for marketing or advertising
services. More than 6,600 of these suppliers were located in greater China,
including approximately 3,900 located in mainland China, 1,800 in Taiwan and 900
in Hong Kong SAR. Customers during 2004 included: Analog Devices, International
Rectifier, Linear Technology, Maxim Integrated, Micrel, National Semiconductor,
Philips, Renesas, Samsung and Texas Instruments. However, most customers do not
have brands or company names that are well-known by those not involved in our
industry sectors. None of our supplier customers represented more than 2% of our
revenue during 2004.
Buyers
For our primary group of media, which connect export suppliers in Asia with
buyers worldwide, we serve an independently certified community of more than
423,000 active members in more than 200 countries and territories. This figure
is based on procedures to ensure that only buyers who have received a magazine
or a CD-ROM, or who have made an inquiry through the Global Sources website
(www.globalsources.com) within the 12 month period ended December 31, 2004 are
extracted from the databases. This community is up from approximately 209,000 at
the end of 2000.
We have developed our services primarily for retailers, distributors and
manufacturers who import in volume for resale. We serve a specialized group of
senior executives with large import buying power. We believe a significant
portion of these executives are owners, partners, presidents, vice presidents,
general managers or directors of their respective companies.
We derive a relatively small proportion of our total revenue from these buyers
for subscriptions to our magazines and for market intelligence reports.
Sales and Marketing
Our sales organization consists of approximately 1,017 independent
representatives in approximately 60 cities worldwide, with 48 of these locations
in Greater China. We have a staff of 12 full-time employees that oversee and
monitor the independent sales representative organizations that employ these
representatives. These organizations operate pursuant to service agreements with
us that generally are terminable by either party on short notice. These
representatives focus on developing and maintaining relationships with suppliers
that are current customers and they seek to increase the number of new suppliers
using our services. Substantially all of our contracts with suppliers are
entered into directly between the supplier and us. Online services and print
advertising
21
revenue is seasonal and tends to be highest in the fourth quarter of each
calendar year. Revenue for trade shows is highly seasonal as it is recognized in
the month in which each show is held. Our sales representatives collectively
make an average of 40,000 supplier visits per month. The largest representative
sales offices are located in Beijing, Guangzhou, Shanghai, Shenzhen, Hong Kong
SAR and Taipei. Our six sales representatives in China accounted for
approximately 47% of our total revenue in 2004.
Our marketing strategy leverages our database of approximately 130,000 suppliers
currently listed on Global Sources Online. Sophisticated analyses of buyer and
supplier profile data enable us to target our sales and marketing programs to
new geographic areas and to specific product categories within industry sectors.
Our sales representative organizations are generally structured to offer an
integrated marketing solution of our media to customers. Most of the sales
representative organizations have the primary responsibility of selling our
online and print media while other sales representative organizations are
focused on selling trade show booth space. Our community development group is
responsible for marketing our services to the global buyer community through
online advertisements and promotions, search engine marketing, trade shows and
direct mail campaigns.
Content Development
Our content development group, comprised of 415 team members, is responsible for
compiling, editing, integrating and processing the content that appears in our
online services and print media. Within content development, the advertisement
operations and editorial groups compile materials from suppliers and freelance
writers, respectively, and transform these materials into the advertising and
editorial content. Research teams analyze customer content usage to direct
content development and they work with sales representatives and marketing staff
to develop appropriate content for new industry sectors. Our site team is
responsible for evaluating and integrating content into our online services, as
well as maintaining the overall integrity of such services. In addition, members
of the content development group manage the pre-press production work and print
production processes associated with the creation of our trade magazines. They
also maintain the back-end supplier database, which is the foundation for our
online supplier and product information.
Strategic Relationships
We own 60.1% of a joint venture with CMP Media Inc., through UBM Asia B.V., a
subsidiary of United News & Media plc. We entered into the joint venture in
September 2000, to provide new technology content, media and online services for
the Asian electronics market, focusing on new opportunities in the greater China
market.
In November 2001, we formed a strategic alliance with the WorldWide Retail
Exchange (WWRE), to offer a supplier sourcing program for WWRE members and Asian
suppliers.
We have formed license-based partnerships with third parties to operate regional
online marketing services such as South African Sources and Turkish Sources.
These enable suppliers within the relevant geographic regions to promote their
products and services to buyers located primarily outside of such regions.
Technology and Systems
We use a combination of commercial software and internally developed systems to
operate our websites and services. We have invested 9.2 million for years 2003
and 2004 combined in online services development. As of December 31, 2004, we
had 143 team members engaged in technology development, maintenance, software
customization and data center operations.
As of December 31, 2004, our online marketplace services are run on the Oracle
DBMS release 8. The catalog application that supports Global Sources Online's
core functions uses a Java Application Platform.
22
Our servers are hosted by Singapore Telecommunications ("SingTel"). We have a
dedicated 10Mbps link to SingTel's IX backbone, while SingTel maintains a 777
Mbps link to the United States and direct links to most countries in Asia. We
use Storage Tech Enterprise tape back-up systems as well as servers located at
our Singapore facility for back-up. For the year ended December 31, 2004 our
external network had approximately 99.99% uptime availability.
Our platform applications use standard industry database protocols. We can,
therefore, integrate our systems with products from other vendors written in
traditional program languages or more innovative systems. Our Internet offerings
are based on industry standard Web technologies. We may deploy our Web offerings
on modern Internet browser platforms, which means that our Web clients do not
need to download the software onto their personal computers.
Our systems use secure socket layer, known as SSL, to encrypt sensitive
communications between browsers and Web servers. SSL enables secure
communication by encoding information transmitted over the Internet. We use
Extensible Markup Language, referred to in the industry as XML, as an open
communication protocol for information delivery.
Competition
For our online marketplaces, trade magazines and trade show services, the market
is highly fragmented and potential competition and competitors vary by the range
of services provided, geographic focus and the industry sector served. Some
competitors only offer trade shows and other competitors only offer online
services.
We may compete to some extent with a variety of organizations that have
announced their intention to launch, or have already launched, products and
services that compete to a certain degree with ours. These businesses include
business media companies, trade show organizers, consortium exchanges,
government trade promotion bodies, domestic retail marketplaces, international
trade marketplaces, global standards organizations, transaction software and
services providers, electronic sourcing application and/or service providers,
and distributor, sell-side marketplaces. We may be at a competitive disadvantage
to companies that have greater financial resources, that have more advanced
technology, that have greater experience or that offer lower cost solutions than
ours. In addition, some buyers and suppliers may have developed in-house
solutions for the online sourcing and marketing of goods and may be unwilling to
use ours.
Intellectual Property
Our primary product and supplier content, in addition to our in-house produced
editorial content, is held under common law copyright. We actively protect this
intellectual property by several means, including the use of digital watermark
technology on the images on our website, which enables us to identify
unauthorized use on other websites.
We have also developed several proprietary technology applications. In the
future, we may apply for patents for these technology applications, where
appropriate. However, we may not be successful in obtaining the patents for
which we applied. Even if we are issued a patent, it is possible that others may
be able to challenge such a patent or that no competitive advantage will be
gained from such patent.
Our intellectual property is very important to our business. We rely on a
combination of contractual provisions, employee and third-party nondisclosure
agreements, and copyright, trademark, service mark, trade secret and patent laws
to establish and protect the proprietary rights of our software and services.
We have registered trademarks for "Asian Sources" and/or "Global Sources" in
Australia, the European Community, Germany, Hong Kong SAR, Indonesia, Israel,
Malaysia, Mexico, Japan, the Philippines, the People's Republic of China,
Singapore, South Korea, Switzerland, Taiwan, Thailand, Turkey and the USA, and
we have applications for these trademarks pending registration in various
countries, including the European Community,
23
India, Indonesia, Japan, Malaysia, Mexico, the People's Republic of China, the
Philippines, South Africa, Thailand and Turkey.
We have in the past, and may in the future, co-develop some of our intellectual
property with independent third parties. In these instances, we take all action
that we believe is necessary or advisable to protect and to gain ownership of
all co-developed intellectual property. However, if such third parties were to
introduce similar or competing online services that achieve market acceptance,
the success of our online services and our business, financial condition,
prospects and operating results may be harmed.
Government Regulation
Our services are subject to government regulation.
Internet Regulation
There are an increasing number of laws and regulations pertaining to the
Internet. In addition, a number of legislative and regulatory proposals are
under consideration by federal, state and local and foreign governments and
agencies. Laws or regulations may be adopted with respect to the Internet
relating to the liability for information retrieved from or transmitted over the
Internet, online content regulation, user privacy, taxation and the quality of
products and services. Moreover, it may take years to determine whether and how
existing laws, such as those governing issues relating to intellectual property
ownership and infringement, privacy, libel, copyright, trademark, trade secret,
design rights, taxation, and the regulation of, or any unanticipated application
or interpretation of existing laws, may decrease the use of the Internet, which
could in turn decrease the demand for our services, increase our cost of doing
business or otherwise have a material adverse effect on our business, financial
condition, prospects and operating results.
Regulation of Communications Facilities
To some extent, the rapid growth of the Internet in the United States has been
due to the relative lack of government intervention in the marketplace for
Internet access. For example, several telecommunications carriers are seeking to
have telecommunications over the Internet regulated in the same manner as are
certain other telecommunications services. Additionally, local telephone
carriers have petitioned the Federal Communications Commission to regulate
Internet service providers in a manner similar to long distance telephone
carriers and to impose access fees on such providers. Some Internet service
providers are seeking to have broadband Internet access over cable systems
regulated in much the same manner as telephone services, which could slow the
deployment of broadband Internet access services. Because of these proceedings
or others, new laws or regulations could be enacted, which could burden the
companies that provide the infrastructure on which the Internet is based,
thereby slowing the rapid expansion of the medium and its availability to new
users.
Properties
During 2004, we entered into a contract for the purchase of approximately 9,000
square meters of office space in the Shenzhen International Chamber of Commerce
Tower in Shenzhen, Guangdong province, People's Republic of China, at a purchase
price of approximately $19.0 million. Full payment of the purchase price was
made during 2004, the physical handover of the premises occurred on or around
March 30, 2005 and we anticipate receiving the title certificates around
mid-year 2005. In addition, we generally lease our office space under cancelable
and non-cancelable arrangements with terms of two to five years. We also service
our customers through independent sales representative offices located in
Australia, Hong Kong SAR, India, Israel, Japan, Malaysia, the Netherlands, the
Philippines, Singapore, Taiwan, Thailand, the United Kingdom, the United States
and over 40 locations in mainland China. We lease in the aggregate approximately
118,085 square feet of executive and administrative offices in China, Hong Kong
SAR, the Philippines, Singapore and Taiwan. Our aggregate base rental and
building management fee payments for the year ended December 31, 2004 were
approximately $1.3 million.
24
Legal Proceedings
We are a party to litigation from time to time in the ordinary course of our
business. We do not expect the outcome of any pending litigation to have a
material adverse effect on our business.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations
should be read in conjunction with the "Selected Financial Data" and the
accompanying financial statements and the notes to those statements appearing
elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in these
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this annual report, particularly under the caption "Risk Factors."
Overview
We are a leading business-to-business (B2B) media company that provides
information and integrated marketing services, with a particular focus on the
China market. Our mission is to facilitate global trade between buyers and
suppliers by providing the right information, at the right time, in the right
format. Although our range of media has grown, for more than 34 years we have
been in the same basic business of helping buyers worldwide find products and
suppliers in Asia.
We were originally incorporated under the laws of Hong Kong in 1970. In 1971, we
launched Asian Sources, a trade magazine to serve global buyers importing
products in volume from Asia. In 1985, we launched Electronics News for China
for this purpose. Realizing the importance of the Internet, we became one of the
first providers of business-to-business online services by launching Asian
Sources Online in 1995. In 1999, we changed the name of Asian Sources Online to
Global Sources Online. Today we have several publications, their associated
websites plus leading events and conferences that provide information to
high-tech design engineers and manufacturers in China and throughout Asia.
In April 2000, we completed a share exchange with a publicly traded company
based in Bermuda, and our shareholders became the majority shareholders of the
Bermuda corporation. As a result of the share exchange, we became incorporated
under the laws of Bermuda and changed our name to Global Sources Ltd. Today we
are one of Asia's leading providers of trade information in print, online, on CD
ROM and face-to-face, meeting the marketing and sourcing needs of our supplier
and buyer communities.
Revenue
We derive revenue from three principal sources.
Online services -- Our primary service is creating and hosting marketing
websites that present suppliers' products and company information in a
consistent and easily searchable manner on Global Sources Online. We also derive
revenue from banner advertising fees. We ratably recognize the fees we receive
to display a supplier's advertisement or company data over the contractual term,
which is generally six to twelve months.
Other media services -- We publish trade magazines, which consist primarily of
product advertisements from suppliers and our independent editorial reports and
product surveys. We publish our core trade magazines monthly, and a host of
specialized magazines seasonally. Suppliers pay for advertising in our trade
magazines to promote their products and companies. We also derive revenue from
buyers that subscribe to our trade publications. We also offer CD-ROM versions
of the content on Global Sources Online. We recognize revenue ratably over the
period during which the advertisement is displayed, generally not exceeding one
year.
25
Exhibitions - trade shows and seminars -- We launched a new line of trade shows,
called the China Sourcing Fairs. They offer international buyers direct access
to China and other Asian manufacturers. The first fair was held during the
fourth quarter of 2003 and series of three fairs each were held in the second
quarter and fourth quarter of 2004. Future fairs will be held mainly in the
second quarter and fourth quarter of each financial year. We recognize exhibitor
services revenue at the conclusion of the related events. As a result, second
quarter and fourth quarter revenue will be higher than the first and third
quarter revenue. Revenue will grow as a percentage of total revenue in future
years as we hold more China Sourcing Fairs.
Critical Accounting Policies
Our significant accounting policies are described in Note 2 to the consolidated
financial statements included in Item 8 of this document. The following is a
discussion of our critical accounting policies:
Revenue Recognition
We derive our revenue primarily from receipt of advertising fees in our
published trade magazines and websites, sale of trade magazines, receipt of fees
from licensing our trade and service marks, receipt of service fees from the
provision of software maintenance services, and from organizing exhibitions and
business seminars.
Revenue from advertising in trade magazines and websites is recognized ratably
over the period in which the advertisement is displayed. Advertising contracts
do not exceed one year. Revenue from sales of trade magazines is recognized upon
delivery of the magazine. Magazine subscriptions received in advance are
deferred and recognized as revenue upon delivery of the magazine. Revenue from
the provision of maintenance service is deferred and recognized ratably over the
maintenance service period. Revenue from organizing exhibitions and business
seminars is recognized at the conclusion of the event and the related direct
event production costs are deferred and recognized as expenses upon conclusion
of the event.
We receive license fees and royalties from licensing our trade and service
marks. Revenue from license fees is recognized ratably over the term of the
license, currently four to five years. Royalties from license arrangements are
earned ratably over the period in which the advertisement is displayed by the
licensee.
The correct measurement of timing and the duration of the contracts with our
customers are essential to the recognition of our revenue. Any delays in
recognizing the revenue could cause our operating results to vary significantly
from period to period. In addition our revenue recognition determines the timing
of certain expenses such as commissions, circulation expenses, and direct event
production costs.
Capitalization of Development Costs of Software for Internal Use
We adopted Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." Costs incurred in the
preliminary project stage with respect to the development of software for
internal use are expensed as incurred; costs incurred during the application
development stage are capitalized and are amortized over the estimated useful
life of three years upon the commissioning of service of the software. Training
and maintenance costs are expensed as incurred.
To account for the development costs related to the products to be sold, leased
or otherwise marketed, we adopted SFAS No. 86, "Accounting for the Costs of
Computer Software to Be Sold, Leased, or Otherwise Marketed." Development costs
incurred subsequent to the establishment of the technological feasibility of the
product are capitalized. The capitalization ends when the product is available
for general release to customers.
Our policies on capitalized software development costs determine the timing and
our recognition of certain development costs. In addition, these policies
determine whether the costs are capitalized or recorded as expenses.
26
Estimation of Allowance for Doubtful Debts
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities in
our financial statements.
We estimate the collectibility of our accounts receivable based on our analysis
of the accounts receivable, historical bad debts, customer credit-worthiness and
current economic trends. We continuously monitor collections from our customers
and maintain adequate allowance for doubtful accounts. While credit losses have
historically been within our expectations and the allowances we established, if
the bad debts significantly exceed our provisions, our operating results and
liquidity would be adversely affected.
Impairment of Long-Lived Assets
Property and equipment are amortized over their estimated useful lives. Useful
lives are based on our estimates of the period that the assets will generate
revenue and can be productively employed.
We periodically review the carrying values of our long-lived assets based upon a
cash flow basis and will recognize an impairment whenever events or changes in
circumstances indicate the carrying amount of the assets may not be fully
recoverable. The impairment loss is measured based on the difference between the
carrying amount of the asset and its fair value.
While we believe our estimation of the useful lives and future cash flows are
reasonable, different assumptions regarding such useful lives and cash flows
could materially affect our valuations.
Exhibition events promotion costs
The event specific promotion costs for our exhibition events incurred in the
interim quarterly periods are deferred and recognized as expenses when the
related events are held during the financial year. The event specific promotion
costs incurred for events to be held in the future financial years are expensed
by the year-end in which such expenses are incurred.
Proper identification of the promotion expenses to the particular events is
essential to recognize the costs correctly to the respective events and in the
respective interim periods.
27
Results of Operations
The following table sets forth our results of operations as a percentage of
total revenue:
Year Ended December 31,
------------------------------------------
2002 2003 2004
--------- ------------ -----------
Income statement data:
Revenue:
Online and other media services.................... 97% 95% 87%
Exhibitions........................................ 2 4 12
Miscellaneous...................................... 1 1 1
Total revenue............................... 100 100 100
Operating expenses:
Sales.............................................. 33 33 28
Event production................................... 1 1 4
Community.......................................... 14 13 16
General and administrative......................... 33 31 30
Online services development........................ 6 5 4
Non-cash compensation.............................. 3 2 2
Other.............................................. 4 5 1
Total operating expenses.................... 94 90 85
Income from operations............................. 6% 10% 15%
Net income ........................................ 5% 8% 15%
========== ============= ===========
The following table represents our revenue by geographical areas as a percentage
of total revenue:
Year Ended December 31,
------------------------------------------
2002 2003 2004
----------- ---------- -----------
Asia................................................. 93% 93% 92%
United States........................................ 6 6 6
Europe............................................... 1 1 1
Others............................................... 0 0 1
----------- ---------- -----------
Total revenue............................... 100% 100% 100%
=========== ========== ===========
Fiscal Year 2004 Compared to Fiscal Year 2003
Revenue
Our total revenue grew to $105.8 million during the year ended December 31, 2004
from $91.7 million during the year ended December 31, 2003, a growth of 15%. Our
online and other media services revenue grew by $4.6 million or 5% to $92.3
million during the year ended December 31, 2004, as compared with $87.7 million
during the year ended December 31, 2003 due primarily to a 9% growth in our
China market and the growth in our Hong Kong, Japan and USA markets off-set by
drop in some of our other markets during the year. Our exhibitions revenue grew
from $3.3 million during the year ended December 31, 2003 to $13.0 million
during the year ended December 31, 2004, a growth of 294%, due mainly to
increase in number of our China Sourcing Fairs events held in year 2004.
28
We have made substantial progress in developing our customer base in China, our
largest market. Revenue from China grew by 26% during the year ended December
31, 2004 compared to the year ended December 31, 2003 partially as a result of
increase in China Sourcing Fairs revenue. China accounted for 47% of total
revenue during the year ended December 31, 2004.
Operating expenses
Sales
We utilize independent sales representatives employed by independent sales
representative organizations in various countries and territories to promote our
products and services. Under these arrangements, the sales representative
organizations are entitled to commissions as well as marketing fees. Commission
expense is recorded when the associated revenue is recognized or when the
associated accounts receivable are paid, whichever is earlier, and is included
in sales expenses.
Sales costs consist of the commissions and marketing fees paid and incentives
provided to our independent sales representative organizations, as well as sales
support fees for processing sales contracts. These representative organizations
sell online services, advertisements in our trade magazines and exhibitor
services and earn a commission as a percentage of revenue generated.
Sales costs marginally declined from $30.1 million during the year ended
December 31, 2003 to $30.0 million during the year ended December 31, 2004, due
to increase in sales commissions as a result of increase in revenue, off-set by
reduction in sales marketing costs and a $0.7 million write-back of provision
for doubtful debts no longer required due to improvement in our collections
performance.
Event Production
With the launch of China Sourcing Fairs in the fourth quarter of 2003, we are
presenting the costs associated with production of the exhibition or trade show
and seminar events as a separate category in our Income Statement. Accordingly,
certain of our costs for the first nine months of 2003 have been reclassified
from sales costs to event production costs, to conform to our current
presentation.
Event production costs consist of the costs incurred for hosting the exhibition
or trade show and seminar events. The event production costs include venue
rental charges, booth construction costs, travel costs incurred for the event
hosting and other event organizing costs. The event production costs are
deferred and recognized as an expense when the related event occurs.
Event production costs increased from $0.9 million during the year ended
December 31, 2003 to $3.8 million during the year ended December 31, 2004, due
to increase in number of our China Sourcing Fairs events held in the year 2004.
Community
Community costs consist of the costs incurred for servicing our buyer community
and for marketing our products and services to the global buyer community.
Community costs also include costs relating to our trade magazine publishing
business, specifically printing, paper, bulk circulation, magazine subscription
promotions, promotions for our on-line services, customer services costs and the
event specific promotions costs incurred for promoting the China Sourcing Fairs
events to the buyer community.
Community costs increased from $12.3 million during the year ended December 31,
2003 to $17.0 million during the year ended December 31, 2004, an increase of
38% due mainly to increase in event specific promotion
29
costs incurred for promoting our China Sourcing Fairs events held in the second
and fourth quarters of 2004 to the buyer community. We also recorded $0.4
million event specific promotion costs incurred for our China Sourcing Fairs to
be held in second and fourth quarters of 2005 in Shanghai, China and our
Sourcing Fairs to be held in second and fourth quarters of 2006 in Hong Kong. We
recorded increases in bulk mailing costs, printing charges, paper costs and
magazine subscription promotion costs for our print publications business and
promotions for our online services and these are expensed as incurred. In
addition, we increased our participation in third party trade shows to promote
our products and services to the buyer community. As a result of the increase in
these activities, we recorded an increase in payroll costs.
General and Administrative
General and administrative costs consist mainly of corporate staff compensation,
information technology support services, content management services, marketing
costs, office rental, depreciation, communication and travel costs.
General and administrative costs increased by 9% from $28.7 million during the
year ended December 31, 2003 to $31.3 million during the year ended December 31,
2004, due mainly to increases in content management services costs, marketing
costs, fees paid to consultants, professional fees paid in connection with the
filing of our shelf registration statement, and administration support costs for
our exhibitions and trade shows activity.
Online Services Development
Online services development costs consist mainly of payroll, office rental and
depreciation costs relating to the updating and maintenance of Global Sources
Online.
Online services development costs to fund the updating and maintenance of our
online services declined from $5.0 million during the year ended December 31,
2003 to $4.2 million during the year ended December 31, 2004, a decline of 16%.
This decline resulted mainly from a decline in depreciation costs off-set
partially by increase in fees paid to consultants
Non-Cash Compensation Expenses
We have issued share awards under several equity compensation plans (ECP) to
both employees and team members.
The total non-cash compensation expense, resulting from the ECP, recorded by us
increased by 50% from $1.4 million during the year ended December 31, 2003 to
$2.1 million during the year ended December 31, 2004 due mainly to new share
awards in January 2004, re-measurement of equity compensation expense based on
our prevailing share price and forfeiture of the unvested awards to the resigned
staff.
The corresponding amounts for the non-cash compensation expenses are credited to
shareholders' equity.
Other Non-Cash Expenses
Other non-cash expenses consist of amortization of software costs.
Amortization of software cost during the year ended December 31, 2004 were $1.5
million, compared to $4.5 million for the year ended December 31, 2003.
30
Income From Operations
The total income from operations during the year ended December 31, 2004 was
$16.1 million compared to $8.8 million during the year ended December 31, 2003.
The improvement was primarily due to growth in revenue and declines in online
services development costs, and amortization of software costs, off-set
partially by an increase in event production costs, community costs, general and
administrative costs and non-cash compensation expenses. Income from operations
for online and other media services grew from $9.4 million during the year ended
December 31, 2003 to $17.7 million during the year ended December 31, 2004, a
growth of 88%. The growth resulted mainly from growth in online and other media
services revenue, declines in online services development costs and amortization
of software costs, off-set partially by increases in community costs, general
and administrative costs and non-cash compensation expense.
Gain (loss) on Sale of Available-for-Sale Securities
We recorded a gain of $1.1 million and an interest income of $0.1 million
arising from the sale of available-for-sale securities during the year ended
December 31, 2004.
Income Taxes
We and certain of our subsidiaries operate in the Cayman Islands and other
jurisdictions where there are no taxes imposed on companies. Certain of our
subsidiaries operate in Hong Kong SAR and Singapore and are subject to income
taxes in their respective jurisdictions. Also, we are subject to withholding
taxes for revenue earned in certain other countries.
We reported a tax provision of $0.7 million during the year ended December 31,
2004 and during the year ended December 31, 2003.
Net Income
Net income was $15.8 million during the year ended December 31, 2004, compared
to a net income of $7.3 million during the year ended December 31, 2003. The
improvement was mainly due to growth in revenue, increases in interest income,
gain on sale of available-for-sale securities and foreign exchange gains, after
charging increases in, event production costs, community costs, general and
administrative costs, non-cash compensation expenses and increase in the share
of profits attributable to a minority shareholder during the year ended December
31, 2004 due to profitable performance of a subsidiary, off-set partially by
declines in online services development costs and amortization of software
costs.
Fiscal Year 2003 Compared to Fiscal Year 2002
Revenue
During the year ended December 31, 2003, our total revenue grew to $91.7 million
from $87.5 million during the year ended December 31, 2002, a growth of 5%. Our
online and other media services revenue grew by $3.3 million or 4% to $87.7
million during the year ended December 31, 2003, as compared with $84.4 million
during the year ended December 31, 2002. Our exhibitions or trade shows revenue
grew from $2.5 million during the year ended December 31, 2002 to $3.3 million
during the year ended December 31, 2003, a growth of 32%, due to launching our
China Sourcing Fairs event held in the fourth quarter of 2003. This offers
international buyers direct access to suppliers in China and other Asian
countries. Future fairs will be held mainly in the second quarter and fourth
quarter of each financial year.
We made substantial progress in developing our customer base in China, which has
offset much of the decline we experienced in other markets such as Hong Kong SAR
and Taiwan. Revenue from China grew by 40% dur-
31
ing the fourth quarter of 2003 compared to the fourth quarter of 2002 making
China the Company's largest market.
Operating Expenses
Sales
Sales costs consist of the commissions and marketing fees paid and incentives
provided to our independent sales representative organizations as well as sales
support fees for processing sales contracts. These representatives sell online
services, advertisements in our trade magazines and exhibitor services and earn
a commission as a percentage of revenue generated. Sales costs increased from
$28.7 million during the year ended December 31, 2002 to $30.1 million during
the year ended December 31, 2003, an increase of 5% due to increase in revenue
of 5%.
Event Production
With the launch of China Sourcing Fairs in fourth quarter of 2003, we are
presenting the costs associated with production of the exhibition or trade show
and seminar events as a separate category in our Income Statement. Accordingly,
certain of our costs for first nine months of 2003 and prior periods have been
reclassified from sales costs to event production costs to conform to current
presentation.
Event production costs consist of the cost incurred for hosting the exhibition
or trade show and seminar events. The event production costs include venue
rental charges, booth construction costs, travel costs incurred for the event
hosting and other event organizing costs. The event production costs are
deferred and recognized as expense at the conclusion of the related events.
Event production costs remained at $0.9 million during the year ended December
31, 2003 and the year ended December 31, 2002, due to a decline in event
production costs of our technical seminars and exhibitions during year 2003,
which was offset by the additional production costs of our first China Sourcing
Fair, held in the fourth quarter of 2003.
Community
During the third quarter of 2003, we enhanced the scope of our circulation
function and renamed it as Community Development. Certain items of costs for the
first half of 2003 and prior periods have been reclassified from general and
administrative costs to community costs to conform to our current year
presentation.
Community costs consist of the costs incurred for servicing our buyer community
and for marketing our products and services to the global buyer community.
Community costs also include costs relating to our trade magazine publishing
business, specifically printing, paper, bulk circulation, magazine subscription
promotions, promotions for our on-line services, customer services costs and the
event specific promotions costs incurred for promoting the China Sourcing Fairs
events to the buyer community.
Community costs declined from $12.5 million during the year ended December 31,
2002 to $12.3 million during the year ended December 31, 2003, a decline of 2%
due mainly to a decline in payroll costs, rental costs of premises, utilities
and fees paid to third parties offset partially by an increase in buyer
promotions costs.
General and Administrative
General and administrative costs consist mainly of corporate staff compensation,
information technology support services, content management services, marketing
costs, office rental, depreciation, communication and travel costs.
32
General and administrative costs declined marginally from $28.9 million during
the year ended December 31, 2002 to $28.7 million during the year ended December
31, 2003, due mainly to a decline in information technology support services
costs.
Online Services Development
Online services development costs consist mainly of payroll, office rental and
depreciation costs relating to the updating and maintenance of Global Sources
Online.
Online services development costs to fund the updating and maintenance of our
online services declined from $5.4 million during the year ended December 31,
2002 to $5.0 million during the year ended December 31, 2003, a decline of 7%.
This decline resulted mainly from a decline in depreciation costs.
Non-Cash Compensation Expenses
We have issued share awards under several equity compensation plans (ECP) to
both employees and team members. The total non-cash compensation expense,
resulting from the ECP, recorded by us during the year ended December 31, 2003
was $1.4 million compared to $2.6 million recorded during the year ended
December 31, 2002. This decline was a result of earlier share awards that were
fully vested in April 2003. The corresponding amounts for the non-cash
compensation expenses are credited to shareholders' equity.
Other Non-Cash Expenses
Other non-cash expenses consist mainly of amortization of software costs.
Other non-cash expenses during the year ended December 31, 2003 were $4.5
million, compared to $3.7 million for the year ended December 31, 2002.
Income from Operations
The total income from operations during the year ended December 31, 2003 was
$8.8 million compared to $4.8 million during the year ended December 31, 2002.
The improvement was mainly due to growth in revenue, declines in community
costs, general and administrative costs, online services development costs and
non-cash compensation expenses, offset partially by an increase in sales costs
and amortization of software costs. Income from operations for online and other
media services grew from $4.9 million during the year ended December 31, 2002 to
$9.4 million during the year ended December 31, 2003, a growth of 92%. The
growth resulted mainly from growth in online and other media services revenue,
declines in community costs, general and administrative costs, online services
development costs and non-cash compensation expenses, offset partially by an
increase in sales costs and amortization of software costs.
Income Taxes
We and certain of our subsidiaries operate in the Cayman Islands and other
jurisdictions where there are no taxes imposed on companies. Certain of our
subsidiaries operate in Hong Kong SAR and Singapore and are subject to income
taxes in their respective jurisdictions. Also, we are subject to withholding
taxes for revenue earned in certain other countries.
We reported a tax provision of $0.7 million during the year ended December 31,
2003 and the year ended December 31, 2002.
33
Net Income
Net income was $7.3 million during the year ended December 31, 2003, compared to
a net income of $4.3 million during the year ended December 31, 2002. The
improvement was mainly due to growth in revenue, declines in community costs,
general and administrative costs, online services development costs, non-cash
compensation expenses and income taxes, offset partially by increases in sales
costs, amortization of software costs, the share of profits attributable to a
minority shareholder during the year ended December 31, 2003 due to profitable
performance of a subsidiary and decline in interest income.
Liquidity and Capital Resources
We financed our activities for year ended December 31, 2004 using cash generated
from our operations.
Net cash generated from operating activities was $21.2 million during the year
ended December 31, 2004, compared to $25.3 million cash generated from operating
activities during the year ended December 31, 2003. The primary source of cash
from operating activities was collections from our customers received through
our independent sales representative organizations.
Net cash generated from investing activities was $5.1 million during the year
ended December 31, 2004, resulting mainly from the net proceeds from sale of
available-for-sale securities of $25.8 million and $0.4 million proceeds from
bonds which matured during the year 2004, off-set partially by $21.1 million
cash used for capital expenditures, approximately $19.1 million of which was for
the purchase of office premises under construction in Shenzhen, China and the
remainder for computers, softwares, software development, leasehold
improvements, office furniture. Net cash used for investing activities during
the year ended December 31, 2003 was $10.1 million, which was used principally
for $2.3 million capital expenditures for computers, softwares, software
development, renovation of leasehold properties, a motor vehicle and $8.3
million net purchase of available-for-sale securities, off-set partially by $0.4
million proceeds from bonds which matured during the year 2003.
Capital expenditures during the three months period ended March 31, 2005
amounted to $0.6 million and were incurred mainly on office premises, for
computers, software, reusable trade show booths and leasehold improvements. Our
capital expenditures were financed using cash generated from our operations. The
net book value of capital assets disposed during the year ended December 31,
2004 and the three months ended March 31, 2005 amounted to $0.04 million and
$NIL, respectively.
Net cash used for financing activities was $11.3 million during the year ended
December 31, 2004, which was used for repayment of amount due to a shareholder
of $11.4 million off-set partially by $0.1 million received from directors for
the shares subscribed by them in the Directors Purchase Plan. Net cash generated
from financing activities was $0.03 million during the year ended December 31,
2003, which represents amount received from directors for the shares subscribed
by them in the Directors Purchase Plan.
We hold a Documentary Credit facility with the Hongkong and Shanghai Banking
Corporation Limited, for providing documentary credits to our suppliers. This
facility has a maximum limit of approximately $0.6 million. As at December 31,
2004, the unutilized amount under this facility was approximately $0.4 million.
Hongkong and Shanghai Banking Corporation Limited has also provided a guarantee
on our behalf to our suppliers. As at December 31, 2004, such guarantee amounted
to $0.003 million.
We continuously monitor collections from our customers and maintain an adequate
allowance for doubtful accounts. During the fourth quarter we wrote-back $0.7
million provision for doubtful debts that we determined no longer required due
to improvement in our collection performance. While credit losses have
historically been within our expectations and the allowances established, if the
bad debts significantly exceed our provisions, additional allowances may be
required in future.
Advance payments received from customers were $30.2 million as of December 31,
2004, compared to $27.5 million as at December 31, 2003, improving our
liquidity.
34
During the first quarter of 2004, we entered into a number of license agreements
for our exhibition events amounting to $29.7 million in payments over five
years. The agreements are cancelable under Force Majeure conditions, and with
the consent of the other party but may be subject to a payment penalty. As of
December 31, 2004, we paid $1.9 million under these agreements. The amounts paid
will be expensed when the related events are held.
We also entered into several agreements for the event specific promotion of our
exhibition events amounting to $3.0 million, in payments over four years. As of
December 31, 2004, we paid $0.6 million under these agreements.
During the third quarter of 2004, we entered into an agreement to purchase
approximately 9,000 sq meters of office space in a commercial building under
construction in Shenzhen, China at a purchase price of $19.0 million, which has
been fully paid. The construction is expected to be completed before end of
March 2005.
On March 23, 2005 we issued 3,000,000 common shares of par value $0.01 at
US$13.50 per share. The total proceeds received from this issue was
approximately $38.3 million, net of the offering expenses of $2.2 million. Out
of the total proceeds, $0.03 million will be included in the common share
capital and the balance approximately $38.27 million will be included in
additional paid in capital.
We intend to use the net proceeds from the sale of the common shares offered
under this prospectus supplement, approximately $38.3 million after deducting
placement agency fees and expenses, for working capital, general corporate
purposes and strategic acquisitions.
The following table summarizes our contractual obligations as at December 31,
2004:
Payments due by period (in U.S. Dollars Thousands)
--------------------------------------------------
Less than 1-3 3-5 More than
Total 1 year years years 5 years
--------- ---------- -------- --------- ---------
Contractual Obligations
Operating leases.............................. $ 31 $ 31 - -
-
Liabilities for incentive and bonus plans..... 682 215 365 102 -
Purchase obligations.......................... 3,522 1,878 1,644 - -
--------- ---------- --------- --------- ---------
Total......................................... $ 4,235 $ 2,124 $2,009 $ 102 -
========= ========== ========= ========= =========
On February 16, 2004, we announced a one for ten bonus share issue on our
outstanding common shares. Shareholders of record on March 1, 2004 received one
additional common share for every ten common shares held, of face value of $0.01
each. The bonus share issue was distributed on April 1, 2004. All common shares
and per-share amounts in the consolidated financial statements and related notes
appearing elsewhere in this annual report have been retroactively adjusted to
reflect the one for ten bonus share issue for all periods presented. In
addition, we have reclassified $0.026 million from additional paid in capital to
common share capital in connection with the bonus share issue.
On March 1, 2005, we once again announced a one for ten bonus share issue on our
outstanding common shares. Shareholders of record on March 4, 2005 will receive
one additional common share for every ten common shares held, of face value of
$0.01 each. The bonus share issue was distributed on April 1, 2005. All common
shares and per-share amounts in the consolidated financial statements and
related notes appearing elsewhere in this annual report have been retroactively
adjusted to reflect the one for ten bonus share issue for all periods presented.
In addition we have reclassified $0.029 million from additional paid in capital
to common share capital in connection with the bonus share issue.
35
Recent Accounting Pronouncements
In January 2003, FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities." FIN 46 requires a beneficiary to consolidate a variable interest
entity ("VIE") if it is the primary beneficiary of that entity. The primary
beneficiary is defined as having a variable interest in a VIE that will absorb a
majority of the entity's expected losses if they occur, receives a majority of
the entity's expected residual returns if they occur, or both. In December 2003,
FASB completed deliberations of proposed modifications to FIN 46 ("Revised
Interpretations") resulting in multiple effective dates based on the nature as
well as the creation date of the VIE. VIEs created after January 31, 2003, but
prior to January 1, 2004, may be accounted for either based on the original
interpretation or the Revised Interpretations. However, the Revised
Interpretations must be applied no later than the Company's first quarter of
fiscal 2004. VIEs created after December 31, 2003 must be accounted for under
the Revised Interpretations. Special Purpose Entities ("SPEs") created prior to
February 1, 2003, may be accounted for under the original or revised
interpretation's provisions no later than the first period ended after December
15, 2003. Non-SPEs created prior to February 1, 2003, should be accounted for
under the revised interpretation's provisions no later than the Company's first
quarter of fiscal 2004. We believe that the adoption of FIN 46 did not have a
material impact on our financial statements of position, results of operations,
or cash flows.
In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments." EITF 03-1 provides guidance on
other-than-temporary impairment models for marketable debt and equity securities
accounted for under SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities," and SFAS No. 124, "Accounting for Certain Investments
Held by Not-for-Profit Organizations," and non-marketable equity securities
accounted for under the cost method. The EITF developed a basic three-step model
to evaluate whether an investment is other-than-temporarily impaired. The
provisions of EITF 03-1 will be effective for interim or annual reporting
periods beginning after June 15, 2004 and will be applied prospectively to all
current and future investments. Quantitative and qualitative disclosures for
investments accounted for under SFAS No. 115 are effective for the first annual
reporting period after December 15, 2003. In September, 2004, FASB issued FSP
EITF Issue "03-1-1", "Effective Date of Paragraphs 10-20 of EITF 03-1, The
Meaning of Other Than Temporary Impairment", delaying the effective date for the
recognition and measurement guidance of EITF 03-1, as contained in paragraphs
10-20, until certain implementation issues are addressed and a final FSP
providing implementation guidance is issued. The disclosure requirements of the
consensus remain in effect. The adoption of EITF 03-1 does not have a material
effect on our results of operations and financial condition.
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment" ("SFAS
123R"), a revision of SFAS No. 123, "Accounting for Stock-Based Compensation."
SFAS 123R requires, among other things, measurement of all employee stock-based
compensation awards using a fair value method and recording such expense in the
consolidated financial statements. In April 2005, the Securities and Exchange
Commission adopted a new rule that allows implementation of SFAS 123R at the
beginning of next fiscal year beginning after June 15, 2005. We are currently
evaluating the effect, if any, that the adoption of SFAS 123R will have on our
financial statements of position, results of operations or cash flows.
Qualitative and Quantitative Disclosures about Market Risk
We operate internationally and foreign exchange rate fluctuations may have a
material impact on our results of operations. Historically, currency
fluctuations have been minimal on a year to year basis in the currencies of the
countries where we have operations. As a result, foreign exchange gains or
losses in revenue and accounts receivable have been offset by corresponding
foreign exchange losses or gains arising from expenses. However, during the
Asian economic crisis of 1997 to 1998, both advertising sales and the value of
Asian currencies declined, which caused a significant decline in our revenue
that was not fully offset by lower expense levels in Asian operations.
This decline in revenue occurred due to contracts being denominated and priced
in foreign currencies prior to devaluations in Asian currencies. The conversion
of these contract proceeds to U.S. dollars resulted in losses
36
and reflects the foreign exchange risk assumed by us between contract signing
and the conversion of cash into U.S. dollars. We believe this risk is mitigated
because historically a majority (ranging between 55% to 60%) of our revenue is
denominated in U.S. dollars or is received in the Hong Kong currency which is
currently pegged to the U.S. dollar and the Chinese currency, which is
informally pegged to the U.S. Dollar. Correspondingly, a majority (approximately
85%) of our expenses are denominated in Asian currencies. To the extent
significant currency fluctuations occur in the New Taiwan dollar, the Chinese
Renminbi or other Asian currencies, or if the Hong Kong dollar is no longer
pegged to the U.S. dollar, our revenue and expenses may fluctuate in tandem thus
reducing the net impact on our profits.
In the years ended December 31, 2003 and 2004, we have not engaged in foreign
currency hedging activities.
During the years ended December 31, 2003 and 2004, we derived more than 90% of
our revenue from customers in the Asia-Pacific region. We expect that a majority
of our future revenue will continue to be generated from customers in this
region. Future political or economic instability in the Asia-Pacific region
could negatively impact our business.
ITEM 6. DIRECTORS AND SENIOR MANAGEMENT
The following table sets forth information regarding the persons who are our
executive officers and directors.
Name Age Position
---- --- --------
Merle A. Hinrichs................... 63 Director, Chairman and Chief Executive Officer
Eddie Heng Teng Hua................. 54 Director and Chief Financial Officer
J. Craig Pepples.................... 44 Chief Operating Officer
Bill Georgiou....................... 60 Chief Information Officer
Sarah Benecke....................... 48 Director
Roderick Chalmers................... 57 Director
Dr. H. Lynn Hazlett................. 68 Director
David F. Jones...................... 40 Director
Jeffrey J. Steiner.................. 68 Director
James Watkins....................... 59 Director
Mr. Hinrichs has been a director since April 2000 and is currently our Chairman
and Chief Executive Officer. A co-founder of the business, he was the principal
executive officer of our predecessor company, Trade Media Holdings Limited, a
Cayman Islands corporation wholly owned by us ("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
is a director of Trade Media and has also been the Chairman of the Board of
Trade Media. Mr. Hinrichs graduated from the University of Nebraska and
Thunderbird, 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. His term as director
expires in 2006.
Mr. Heng has been the Chief Financial Officer (previously entitled vice
president of finance) since 1994 and has been a director since April 2000. He
joined us 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 Singapore
Certified Public Accountant, 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, a joint venture between
Hitachi and General Motors. His term as director expires in 2007.
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
37
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.
Mr. 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 IT Director with Park N'Shop (HK) Ltd., a
subsidiary company of A.S. Watson, from 1999 to 2000. He received his B.Ec.
(Honours degree) and M.B.A. from the University of Adelaide.
Ms. Benecke has been a director since April 2000, and, since 1993, has been a
director of Trade Media Holdings Ltd. 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. Since September 1999, Ms. Benecke has been a
consultant to Publishers Representatives, Ltd. (Hong Kong), a subsidiary of our
company. Ms. Benecke is also a director of Hintak Ltd. (Hong Kong). She
graduated with a B.A. from the University of New South Wales, Australia. Her
term as director expires in 2007.
Mr. Chalmers has been a director since October 2000. He has been the Chairman of
the Board of Directors of the Bank of Valetta, Malta Banking since 2004. He was
chairman, Asia-Pacific, of PricewaterhouseCoopers LLP ("PwC") and a member of
PwC's Global Management Board from 1998 until his retirement in July 2000. He is
a 30-year veteran with PwC's merger partner Coopers & Lybrand with specialist
experience in the securities industry. He has at various times been a
non-executive director of the Hong Kong SAR Securities and Futures Commission, a
member of the Takeovers and Mergers Panel, and chairman of the Working Group on
Financial Disclosure. He is a director of Gasan Group Limited (Malta) and Gasan
Mamo Insurance Co. Limited (Malta). His term as director expires in 2006.
Dr. H. Lynn Hazlett has been a director since October 2000. He was a former
chief executive officer and president of QRS Corporation, a leading US-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, the US apparel company, from 1989 to 1994.
Currently he is the owner and managing partner of RxD Citrus Ltd., a grower of
citrus fruit. He is also managing partner of AMI Bayshore Developer LLC and GFB
LLC, both coastal land development companies. Dr. Hazlett has a doctorate in
Economics and Automated Systems from George Washington University. His term as
director expires in 2005.
Mr. Jones has been a director since April 2000. Mr. Jones was an executive at
MacQuarie Direct Investment, a venture capital firm in Sydney, Australia from
1994 to August 1999. He founded and ran UBS Capital in Australia from July 1999
to September 2002. He is currently a director of the following companies: Castle
Harlan Australian Mezzanine Partners Pty. Limited, an Australian buyout firm;
Otowa Pty Ltd.; Sheridan Australia Pty Ltd.; Austar United Ltd.; New Price
Retail; and Penrice Soda Products Pty Ltd. Mr. Jones has an MBA from Harvard
Business School and is a mechanical engineering graduate from the University of
Melbourne. Mr. Jones serves on the compensation committees of Sheridan Australia
Pty Ltd., Austar United Ltd. And New Price Retail, and serves on the audit
committee of Austar United Ltd. His term as director expires in 2005.
Mr. Steiner has been a director 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 from December
1985 to the present. Mr. Steiner was president of Fairchild from July 1991 to
September 1998. His term as director expires in 2006.
In 2003, Mr. Jeffrey Steiner was convicted in France on a charge of unjustified
use (in 1990) of the corporate funds of Elf Acquitaine, which is a criminal
offense in France. Mr. Steiner was given a suspended sentence of one year and
ordered to pay a fine of (euro)500,000 by the French court. The French Court has
since ordered that
38
(euro)259,000 of the (euro)500,000 fine assessed against Mr Steiner be withdrawn
from a part of the surety (caution) previously deposited by Fairchild in the
Court.
In November 2004, Mr. Jeffrey Steiner was named in Noto v. Steiner, et al., and
Barbonel v. Steiner, et al., in the Court of Chancery of the State of Delaware
in and for New Castle County, Delaware. The plaintiffs in these actions are
shareholders of Fairchild and purport to bring actions derivatively on behalf of
Fairchild, claiming, among other things, that Fairchild executive officers have
received excessive pay and perquisites in violation of fiduciary duties to
Fairchild. The complaints name Mr. Steiner, as well as all of Fairchild's
directors, as defendants.
Mr. Watkins was appointed as a Casual Director on February 28, 2005. Mr. Watkins
was a Director and Group General Counsel of the Jardine Matheson Group in Hong
Kong from 1997 until 2003. He was Group Legal Director of Schroeders plc in
1996-1997 and of Trafalgar House plc from 1994-1996. He was previously a partner
and solicitor in the London and Hong Kong offices of Linklaters from 1975 to
1994. He currently is a non-executive Director of Mandarin Oriental
International Ltd, Jardine Cycle & Carriage Ltd, MCL Land Ltd and Advanced
Semiconductor Manufacturing Corporation Ltd and is a member of the Audit
Committees of Jardine Cycle & Carriage Ltd and MCL Land Ltd and the Chairman of
the Audit Committee of Advanced Semiconductor Manufacturing Corporation Ltd. Mr
Watkins has a law degree from the University of Leeds (First Class Hons.). If
his appointment is confirmed at the Annual General Meeting, his regular term as
director will expire in 2008.
Compensation
For the year ended December 31, 2004, we and our subsidiaries provided our nine
directors and executive officers as a group aggregate remuneration, pension
contributions, allowances and other benefits of approximately $2,483,057
including the non-cash compensation of $192,143 associated with the share award
and ECP plans. Of that amount, $150,000 was paid under a performance based,
long-term discretionary bonus plan which we implemented in 1989 for members of
our senior management. Under the plan, members of senior management may, at our
discretion, 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 us. There are four
current members of senior management and three former members of senior
management who may receive payments on maturity.
In 2004, we and our subsidiaries incurred $29,173 in costs to provide pension,
retirement or similar benefits to our respective officers and directors pursuant
to our retirement plan and pension plan.
Employment Agreements
We have employment agreements with Merle A. Hinrichs under which he serves as
our chairman and chief executive officer and as president of Global Sources USA,
Inc., one of our 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, we retain 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 us 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.
39
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 months' notice provision
for termination, and does not have a set term of employment. Bonus provisions
are determined on an individual basis.
Board Practices
Our board of directors consists of seven members divided into three classes, the
terms of which expire at the general meeting of shareholders to be held in each
year indicated above. Each director holds office until his or her term expires
and his or her successor has been elected and qualified. At each general meeting
of shareholders, directors nominated to a class with a term that expires in that
year will be elected for a three-year term. Executive officers serve at the
discretion of the board of directors. Officers are elected at the annual meeting
of the directors held immediately after the annual general meeting of
shareholders. Our executive officers have, on average, 17 years of service with
us. Directors receive a cash fee of $10,000 per year, plus an additional $2,500
for each board meeting attended.
Committees of the Board of Directors
We have established an audit committee and an executive committee of our board
of directors. The audit committee recommends the appointment of auditors,
oversees accounting and audit functions and other key financial matters of our
company. The audit committee meets four times a year. David Jones, Roderick
Chalmers and Lynn Hazlett are the members of the audit committee and the board
of directors determined that Mr. Chalmers is an audit committee financial expert
as defined under appropriate SEC guidelines. The executive committee acts for
the entire board of directors between board meetings. Merle Hinrichs and Eddie
Heng are the members of the executive committee.
Code of Ethics
We have adopted a Code of Ethics ("Code of Ethics") that applies to our chief
executive officer, chief financial officer, chief accounting officer or
controller and persons performing similar functions. Any amendments or waivers
to our Code of Ethics that apply to the chief executive officer or senior
financial officers will be promptly disclosed on our website as required by law
or by the Securities and Exchange Commission or by the Nasdaq National Market.
Employees
As of December 31, 2004, we had 509 employees worldwide, the majority of whom
work in management, technical or administrative positions. We consider our
employee relationships to be satisfactory. Our employees are not represented by
labor unions and we are not aware of any attempts to organize our employees.
40
The following summarizes the approximate number of employees and independent
contractors by function:
Independent
Function Employees Contractors Total
-------- --------- ----------- -----
Content Development........................................... 129 286 415
Corporate Human Resources & Administration.................... 37 36 73
Corporate Marketing........................................... 10 36 46
Community Development......................................... 99 23 122
Sales......................................................... 12 1,017 1,029
Electronic Commerce Services.................................. 6 0 6
Information System Department................................. 121 22 143
Corporate Accounts............................................ 61 54 115
Office of the CEO, COO, CIO................................... 10 0 10
Legal and Group Secretarial................................... 4 4 8
Conference & Trade Show Services.............................. 20 30 50
--------- ----------- ------
Total................................................... 509 1,508 2,017
========= =========== ======
Share Ownership
Information on the ownership of our Common Shares is given under Item 7, Major
Shareholders and Related Party Transactions.
Equity Compensation Plans
We established The Global Sources Employee Equity Compensation Trust (the
"Trust") on December 30, 1999. The Trust is administered by Appleby Trust
(Bermuda) Ltd (previously known as "Harrington Trust Limited"), as trustee. The
purpose of the Trust is to administer monies and other assets contributed to the
trustee for the establishment of equity compensation and other benefit plans,
including the equity compensation plans described below. The number of shares
that may be sold pursuant to these plans is limited to the number of our shares
held by the Trust. Following our takeover of Trade Media on April 14, 2000, the
Trade Media shares were exchanged for our common shares. These Trade Media
shares currently represent our common shares. As of December 31, 2004 after
adjustment to reflect the bonus shares issue on April 1, 2005 as discussed in
Note 29 to our consolidated financial statements included elsewhere in this
document, the Trust holds 2,508,146 of our common shares. The Trust has informed
us that it does not intend to acquire any additional shares. In exercising its
powers, including the voting of securities held in the Trust, the trustee may be
directed by a plan committee, selected by the board of directors of one of our
wholly owned subsidiaries.
Global Sources Equity Compensation Plans Numbers I, II and III
In March 2000, we adopted the Global Sources Equity Compensation Plans (ECP)
Numbers I, II and III. Employees, directors, consultants, advisors and
independent contractors of ours, our subsidiaries or affiliates are eligible to
receive option grants under ECP I. Employees, directors and consultants of ours,
our subsidiaries or affiliates are eligible to receive grants under ECP II and
III. Options granted under ECP I and II will be exercisable, and coupons granted
under ECP III will be redeemable, for our shares held by the Trust.
ECPs I, II and III are administered by the trustee subject to the directions of
the plan committee of one of our wholly-owned subsidiaries. The plan committee
determines who will receive, and the terms of, the options under ECP I and II.
The exercise price of these options may be below the fair market value of our
shares. Under ECP I, payment for shares being purchased upon exercise of an
option may be made in the manner determined by us at the time of grant. Under
ECP II optionees may pay for common shares purchased upon exercise of options by
check to the Trust. Under ECP II, the number of common shares that optionees may
purchase is based on the number of years they have been employed by, or have
been working with us, our subsidiaries or affiliates.
41
Under ECP III, outstanding coupons are redeemable for a defined amount of
compensation payable in our common shares, which will be transferred from the
Trust to the coupon holders. The number of shares will be determined by dividing
the amount of compensation awarded by an amount determined by the plan
committee. Under each of ECPs I and III, the maximum number of shares that may
be issued to any individual in any calendar year may not exceed 25% of the total
shares available under such plan.
On each of the first three annual anniversaries of the listing of our common
shares on a securities exchange, the trustee will release one-third of the
common shares purchased by an optionee, under ECP II, and one-third of the
shares granted to each coupon holder, under ECP III, if such optionee or holder,
as the case may be, is still employed with us on these dates. Under ECP II, the
consideration paid for any common shares purchased by an optionee fired for
cause or who becomes an employee of one of our competitors, but not yet released
by the trustee, will be returned to the optionee by the Trust and the right to
receive these shares will be forfeited and revert back to the trustee. Under ECP
III, common shares allotted by, but not yet released by the trustee, to an
employee who is subsequently fired for cause or who becomes an employee of one
of our competitors, are forfeited and revert back to the trustee for future use.
Options are not transferable under ECPs I and II and coupons are not
transferable under ECP III.
Under ECPs I and II, all options held by an optionee terminate on the date of
that optionee's termination for cause or resignation. Death, disability or
retirement does not affect an optionee's right to exercise an option.
All outstanding options are adjusted to preserve the optionee's benefits under
ECPs I and II and all outstanding common shares are adjusted to preserve the
interests of the holders of these common shares under ECP III if there is a
change in the number of our outstanding common shares or an exchange for
securities of a successor entity as a result of our: (i) reorganization; (ii)
recapitalization; (iii) stock dividend; or (iv) stock split.
If a person or group of persons acting together becomes the beneficial owner of
at least 50% of our issued and outstanding common shares, by tender offer or
otherwise, all unexercised options under ECPs I and II become immediately
exercisable and all optionees will be entitled to sell to the trustee all
unexercised options at a price equal to the greater of fair market value or the
tender offer price.
If ECPs I, II and III terminate, all optionees will be entitled to sell to the
trustee all unexercised options at a price equal to the difference between the
fair market value of the common shares and the aggregate exercise price of the
options under ECPs I and II and securities and any cash held by the trustee
shall be distributed in equal shares to people who received coupons under ECP
III, upon our: (i) dissolution or liquidation; (ii) reorganization, merger or
consolidation; or (iii) sale of our business. If none of these events occurs,
ECPs I, II and III terminate in February 2010.
The non-cash compensation expense associated with the awards under ECP II and
ECP III of approximately $2,904,000 and $2,357,000, respectively, were
recognized ratably over the three year vesting term from the respective award
dates.
Global Sources Equity Compensation Plans Numbers IV and V
Eligible employees, directors, consultants, advisors and independent contractors
under ECP IV are awarded a defined amount of compensation payable in Global
Sources Ltd. common shares the number of which are determined by the plan
committee periodically.
Entitlement of the employees, directors, consultants, advisors and independent
contractors to these common shares is subject to employment and vesting terms.
Eligible employees, directors, consultants, advisors and independent contractors
under ECP V were awarded a one-time grant of shares the number of which were
determined by the plan committee.
42
Entitlement of the employees, directors, consultants, advisors and independent
contractors to these common shares is subject to employment and vesting terms.
The Equity Compensation Plan committee approved the awards of common shares
under ECP IV and ECP V on January 23, 2001. The Equity Compensation Plan
Committee approved additional awards of common shares under ECP IV on April 1,
2001, July 1, 2001 and August 29, 2001and under ECP V in January 2002 and on
January 2, 2004.
The non-cash compensation expenses associated with the above awards under ECP IV
and ECP V of approximately $3,232,000 and $2,273,000, respectively, are
recognized over the five year vesting term from the respective award dates.
Global Sources Equity Compensation Plan VI
Eligible employees, directors, consultants, advisors and independent contractors
under ECP VI are awarded a one-time grant of our common shares the number of
which are determined by the plan committee.
Entitlement of the employees, directors, consultants, advisors and independent
contractors to these common shares is subject to non-compete and vesting terms.
The Equity Compensation Plan committee approved the ECP VI on March 13, 2001 and
made awards of common shares under the plan on various dates during the year
2001 and 2002 and on July 28, 2004.
The non-cash compensation expenses associated with the awards in accordance with
ECP VI totaling approximately $1,002,000 are recognized over the five year
vesting term from the respective award dates.
Global Sources Equity Compensation Plan VII
Eligible employees, directors, consultants, advisors and independent contractors
under ECP VII are awarded a grant of a defined number of our common shares, the
number of which are determined by the plan committee periodically.
Entitlement of the employees, directors, consultants, advisors and independent
contractors to these common shares is subject to employment and vesting terms.
The Equity Compensation Plan committee approved the awards of common shares
under ECP VII in January 2002 and made further awards on March 31, 2003, on June
19, 2003 and on January 2, 2004. The non-cash compensation expenses associated
with the above awards under ECP VII of approximately $5,352,000 are recognised
over the six year vesting term from the respective award dates.
Directors Purchase Plan
A 2000 Non-Employee Directors Share Option Plan was approved on October 26, 2000
by our shareholders. Each eligible director on the date of the first board
meeting of each calendar year, commencing in 2001, receives the grant of an
option to purchase 24,200 common shares on that date. The options granted are
subject to such terms and conditions as determined by the board of directors at
the time of the grant.
The option price per share, payable before the end of each February, is
determined by the board of directors for each such grant of options. The
non-employee directors may decline all or part of the award, which is
non-transferable.
The board of directors granted the first awards under the above plan in 2001.
The option price was fifteen percent less than the average closing price of the
shares for the last five trading days of the previous calendar year.
43
Full payment must be made upon exercising the option. The award vests over four
years with one quarter of the shares vesting each year. Upon resignation of an
eligible director, all unvested shares are forfeited and the option price
received for the forfeited unvested shares is refunded. Only one director
accepted the offer for the 24,200 shares granted under the option on February
10, 2001. On February 28, 2002, 2003, 2004 and 2005, we issued to the director
6,050, 6,050, 6,050 and 6,050 of our common shares, respectively, that vested on
those dates, adjusted to reflect the bonus share issues discussed in Note 27 and
Note 29 to the consolidated financial statements. As of December 31, 2004,
$164,300 from the proceeds of this plan was included in additional paid in
capital.
As per the terms of the plan, the board of directors granted options to all
eligible directors in February 2002. These awards will vest after four years.
Optionees must pay 15% of the option price, which is the average closing price
of the shares for the last five trading days of year 2001, at the time of
exercising the option. The balance of 85% must be paid on or before the vesting
date. The resignation of a director following his or her exercise of the grant
of options and payment of the option price shall not cause a forfeiture of the
unvested shares. All the eligible non-employee directors accepted the offer
before February 28, 2002. We received $49,896 towards the 15% of the option
price which was included in additional paid in capital.
The board of directors granted options to all eligible directors again in
February 2003. These awards will vest after four years. Optionees must pay 10%
of the option price, which is the average closing price of the shares for the
last five trading days of year 2002, at the time of exercising the option. The
remaining 90% must be paid on or before the vesting date. The resignation of a
director following his or her exercise of the grant of options and payment of
the option price shall not cause a forfeiture of the unvested shares. Three
eligible directors accepted the offer before February 28, 2003. The $29,700
received towards the 10% of the option price was included in the additional paid
in capital.
On May 8, 2003, shareholders approved the amendments to the 2000 Non-Employee
Directors Share Option Plan to allow both employee and non-employee directors to
participate in the plan. The plan was renamed as Directors Purchase Plan by the
board of directors on August 14, 2003.
As per the terms of the Directors Purchase Plan, Directors purchasing the shares
under the plan in year 2004 pay 10% of the purchase price which is the average
closing price of the shares for the last five trading days of year 2003, on or
before February 28, 2004. The balance of 90% is paid by February 28, 2008 and
the shares will be issued thereafter. The resignation of a director following
his or her purchase of the shares and payment of the 10% initial installment
shall not cause a forfeiture of the purchased shares. Six directors opted to
purchase 20,000 shares each and one director opted to purchase part of the
20,000 shares. The amount of $92,069 received towards the 10% of the purchase
price was included in the additional paid in capital.
As per the terms of the Directors Purchase Plan, Directors purchasing the shares
under the plan in year 2005, pay 10% of the purchase price which is the average
closing price of the shares for the last five trading days of the year 2004, on
or before February 28, 2005. The balance of 90% is paid by February 28, 2009 and
the shares will be issued thereafter. The resignation of a Director following
his or her purchase of the shares and payment of the 10% initial installment
shall not cause a forfeiture of the purchased shares. Five directors opted to
purchase 20,000 shares each. The amount of $118,156 received towards the 10% of
the purchase price will be included in the additional paid in capital.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
The following table sets forth information about those persons who hold more
than 5% of our common shares and the share ownership of our directors and
officers as a group. The information is based upon our knowledge of the share
ownership of such persons on May 1, 2005.
44
Prior to November 27, 2003, the Quan Gung 1986 Trust (through Hung Lay Si Co.
Ltd., its wholly owned subsidiary) beneficially owned approximately 61% of our
common shares. Hung Lay Si Co. Ltd. is a company organized under the laws of the
Cayman Islands. The Quan Gung 1986 Trust was formed under the laws of the Island
of Jersey. Counsel to the trustee has informed us that, by virtue of the terms
of the Trust and the laws of the Island of Jersey, the trustee cannot make
disclosure of the names of the beneficiaries and settlor of the Trust in breach
of the obligations placed on it and in accordance with its duties of
confidentiality.
On November 27, 2003, Merle A. Hinrichs acquired 16,537,231 of our common
shares, after adjustment to reflect the share split resulting from our two bonus
share distributions of one share for every ten shares held as of March 1, 2004
and as of March 4, 2005, representing 51.9% of the outstanding common shares,
from Hung Lay Si Co. Ltd. As a result, Mr. Hinrichs owns approximately 61.4% of
our outstanding common shares. As consideration for the purchase of the common
shares, Mr. Hinrichs agreed to pay Hung Lay Si Co. Ltd. the purchase price of
$109,337,056 payable on November 27, 2013. Mr. Hinrichs has granted to Hung Lay
Si Co. Ltd. a security interest in all 16,537,231 common shares he purchased
pending payment of the consideration. A copy of the purchase agreement and
security agreement was filed by Mr. Hinrichs with the SEC on Schedule 13D on
December 8, 2003, and jointly by the Trust and Hung Lay Si Co. Ltd. on Schedule
13D/A on the same day, and reference is made to those filings for the complete
terms of the transaction. The agreements provide that in the event of cash
dividends declared and paid by us, Mr. Hinrichs will pay to Hung Lay Si Co. Ltd.
50% of the dividends for any of the common shares purchased by Mr. Hinrichs that
remain subject to Hung Lay Si Co. Ltd.'s security interest in the shares. If Mr.
Hinrichs wishes to transfer or sell any shares subject to those agreements to
someone other than Hung Lay Si Co. Ltd., Hung Lay Si Co. Ltd. has a right of
first refusal to offer to purchase those shares. If Hung Lay Si Co. Ltd. waives
its right to purchase the shares, upon consummation of a sale to the other
person, at least 80% of the proceeds of the sale will be applied to the payment
of the purchase price. Hung Lay Si Co. Ltd. may also be deemed, under Securities
and Exchange Commission rules, to be a beneficial owner of the shares in which
it has a right of first refusal and a security interest.
Common Shares Beneficially Owned
--------------------------------
Name of Beneficial Owner Shares Percentage
------------------------ ------ ----------
Merle A. Hinrichs........................................ 21,411,854 61.43%
Hung Lay Si Co. Ltd...................................... 2,865,591 8.22%
Appleby Trust (Bermuda) Ltd. (previously know as
"Harrington Trust Limited")........................... 2,453,183 7.03%
Jeffrey J. Steiner (1)................................... 409,544 1.18%
Eddie Heng Teng Hua...................................... * *
J. Craig Pepples......................................... * *
Bill Georgiou............................................ * *
Sarah Benecke............................................ * *
David F. Jones........................................... * *
Roderick Chalmers........................................ * *
Dr. H. Lynn Hazlett...................................... * *
James Watkins............................................ * *
All officers and directors as a group (10 persons)....... 21,946,161 62.97%
________________________
* Indicates beneficial ownership of less than 1%.
(1) Mr. Jeffrey J. Steiner 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.
45
At May 1, 2005, we believe that 6,842,786 of our shares or 19.63%, were
beneficially owned by U.S. holders and there were 815 shareholders of record in
the U.S.
Mr. Merle A. Hinrichs, our Chairman and Chief Executive Officer, beneficially
owns approximately 61.43% of our common shares and is deemed our controlling
shareholder.
Our major shareholders do not have different voting rights. We do not know of
any arrangement which may at a subsequent date result in a change in control of
our company.
Related Party Transactions
During the year 2004, we have fully repaid the $11,404,000 in obligations due to
Hung Lay Si Co. Ltd, our former controlling shareholder and the amount owed as
at December 31, 2004 was $NIL.
We have extended loans to some of our employees 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
2000, the largest aggregate amount of indebtedness of Mr. Pepples to us,
outstanding at any time during such period, was approximately $32,233. Mr.
Pepples has repaid his loan in full in November 2002. Mr. Pepples' loan was
interest free and unsecured. Except for the aforementioned loan, there were no
other loans due from our directors and executive officers as at December 31,
2002, 2003 and 2004. We do not expect to extend loans to our directors or
executive officers to the extent such loans would be prohibited by the
Sarbanes-Oxley Act of 2002.
We lease approximately 90,327 square feet of our office facilities from
companies controlled by a wholly-owned subsidiary of Hung Lay Si Co. Ltd. under
cancelable and non-cancelable operating leases and incur building maintenance
services fees to our former affiliated companies. We incurred rental, building
services expenses and reimbursement of membership fees for use of club
memberships of $747,553 during the year ended December 31, 2004. We also receive
legal, treasury management consultancy services and investment consultancy
services from wholly-owned subsidiaries of Hung Lay Si Co. Ltd. The expenses
incurred for these services during the year ended December 31, 2004 was
$264,500.
For further information on these transactions, see the notes to our audited
consolidated financial statements included elsewhere in this annual report.
We believe these transactions are commercially reasonable in the jurisdictions
where we operate and for our employees where they reside or work.
46
ITEM 8. FINANCIAL INFORMATION
Consolidated statements and other financial information
GLOBAL SOURCES LTD. AND SUBSIDIARIES
Index to Consolidated Financial Statements
December 31, 2004
Page
Report of Independent Registered Public Accountants................. 48
Consolidated Balance Sheets......................................... 49
Consolidated Statements of Income................................... 50
Consolidated Statements of Cash Flows............................... 51
Consolidated Statement of Shareholders' Equity...................... 52
Notes to Consolidated Financial Statements.......................... 53 - 75
47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
Global Sources Ltd.
We have audited the accompanying consolidated balance sheets of Global Sources
Ltd. (a company incorporated under the laws of Bermuda) and its subsidiaries as
of December 31, 2004 and 2003, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years in the
period ended December 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Global
Sources Ltd. and its subsidiaries as of December 31, 2004 and 2003, and the
consolidated results of their operations and cash flows for each of the three
years in the period ended December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.
/s/ ERNST & YOUNG
Singapore
March 15, 2005
48
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
At December 31 At December 31
-------------- --------------
2003 2004
-------------- --------------
ASSETS
------
Current Assets:
Cash and cash equivalents................................................ $ 26,227 $ 41,195
Available-for-sale securities............................................ 35,140 10,172
Accounts receivable, net................................................. 4,507 5,147
Receivables from sales representatives................................... 3,883 3,407
Inventory of paper....................................................... 703 750
Prepaid expenses and other current assets................................ 1,883 2,926
-------------- --------------
Total Current Assets....................................... 72,343 63,597
-------------- --------------
Property and equipment, net................................................. 7,870 24,902
Long term investments....................................................... 100 100
Bonds held to maturity, at amortized cost................................... 992 666
Other assets................................................................ 1,236 3,260
-------------- --------------
Total Assets.............................................. $ 82,541 $ 92,525
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable......................................................... $ 4,432 $ 4,798
Deferred income and customer prepayments................................. 27,454 28,775
Accrued liabilities...................................................... 5,803 5,921
Income taxes payable..................................................... 804 384
-------------- --------------
Total Current Liabilities................................. 38,493 39,878
-------------- --------------
Liabilities for incentive and bonus plans................................... 682 467
Deferred income and customers prepayments - long term....................... -- 1,420
Amount due to a shareholder................................................. 11,404 --
Minority interest........................................................... 3,684 4,910
Deferred tax liability...................................................... 298 327
-------------- --------------
Total Liabilities......................................... 54,561 47,002
-------------- --------------
Shareholders' Equity:
Common shares, US$0.01 par value; 50,000,000 shares authorized;
31,847,414 (2003: 31,841,364) shares issued and outstanding......... 318 319
Additional paid in capital............................................... 81,896 86,373
Retained deficit......................................................... (50,346) (34,577)
Less: Unearned compensation............................................. (4,563) (6,831)
Accumulated other comprehensive income................................... 675 239
-------------- --------------
Total Shareholders' Equity................................ 27,980 45,523
-------------- --------------
Total Liabilities and Shareholders' Equity........................... $ 82,541 $ 92,525
============== ==============
The accompanying notes are an integral part of these financial statements.
49
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
Year Ended December 31,
----------------------------------------------
2002 2003 2004
----------- ----------- ------------
Revenue:
Online and other media services........................ $ 84,400 $ 87,685 $ 92,325
Exhibitions............................................ 2,455 3,327 13,010
Miscellaneous.......................................... 631 657 511
----------- ----------- ------------
87,486 91,669 105,846
----------- ----------- ------------
Operating Expenses:
Sales.................................................. 28,659 30,113 29,956
Event production....................................... 933 930 3,774
Community.............................................. 12,481 12,331 16,967
General and administrative............................. 28,885 28,682 31,252
Online services development............................ 5,378 4,960 4,232
Non-cash compensation expense (Note a)................. 2,564 1,419 2,117
Amortization of intangibles/software costs............. 3,740 4,453 1,480
----------- ----------- ------------
Total Operating Expenses.................................. 82,640 82,888 89,778
----------- ----------- ------------
Income from Operations.................................... 4,846 8,781 16,068
----------- ----------- ------------
Interest income........................................ 439 122 219
Gain (loss) on sale of available-for-sale securities... -- (40) 1,120
Foreign exchange gains (losses), net................... 50 -- 240
----------- ----------- ------------
Income before Income Taxes................................ 5,335 8,863 17,647
Income Tax Provision...................................... (720) (668) (651)
----------- ----------- ------------
Net Income before Minority Interest....................... $ 4,615 $ 8,195 $ 16,996
----------- ----------- ------------
Minority interest......................................... (308) (861) (1,227)
----------- ----------- ------------
Net Income................................................ $ 4,307 $ 7,334 $ 15,769
=========== =========== ============
Basic net income per share................................ $ 0.14 $ 0.23 $ 0.50
=========== =========== ============
Shares used in basic net income per share calculations
(Note 2(u))............................................ 31,834,353 31,840,403 31,846,439
=========== =========== ============
Diluted net income per share.............................. $ 0.14 $ 0.23 $ 0.49
=========== =========== ============
Shares used in diluted net income
per share calculations (Note 2(u))..................... 31,834,353 31,861,780 31,934,079
=========== =========== ============
Note: a. Reflects the non-cash compensation expenses associated with the
employee equity compensation plans. Approximately $626 (2003: $323, 2002:
$623) represents sales expenses, $93 (2003: $96, 2002: $238) represents
community, $1,066 (2003: $691, 2002: $1,179) represents general and
administrative and $332 (2003: $309, 2002: $524) represents online services
development expenses.
The accompanying notes are an integral part of these financial statements.
50
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. Dollars Thousands)
Year Ended December 31,
----------------------------------------
2002 2003 2004
---------- --------- ----------
Cash flows from operating activities:
Net income....................................................... $ 4,307 $ 7,334 $ 15,769
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.................................... 8,989 8,509 4,052
Profit on sale of property and equipment......................... (1) (7) (1)
Accretion of U.S. Treasury strips zero % coupon.................. (99) (74) (57)
(Gain) loss on sale of available-for-sale securities............. -- 40 (1,120)
Interest income on available-for-sale securities ................ -- -- (92)
Bad debt expense................................................. 670 202 (716)
Non-cash compensation expense.................................... 2,564 1,419 2,117
Income attributable to minority shareholder...................... 308 861 1,227
Property and equipment written off............................... 153 12 26
---------- --------- ----------
16,891 18,296 21,205
Changes in assets and liabilities:
Accounts receivables............................................. 871 (540) 76
Receivables from sales representatives........................... (2,223) (951) 476
Receivables from related party sales representatives............. 2,900 -- --
Inventory of paper............................................... 311 (158) (47)
Prepaid expenses and other current assets........................ (25) (742) (1,108)
Long term assets................................................. 118 (155) (2,024)
Accounts payable................................................. 659 148 366
Accrued liabilities and liabilities for incentive and bonus plans (175) 99 (97)
Deferred income and customer prepayments......................... 1,137 9,195 2,741
Tax liability.................................................... 198 131 (391)
---------- --------- ----------
Net cash provided by operating activities................... 20,662 25,323 21,197
---------- --------- ----------
Cash flows from investing activities:
Purchase of property and equipment............................... (4,193) (2,307) (21,111)
Proceeds from sales of property and equipment.................... 3 32 2
Proceeds from matured bonds...................................... 450 440 383
Purchase of available-for-sale securities........................ (26,199) (19,300) (131,444)
Proceeds from sale of available-for-sale securities.............. -- 11,000 157,253
---------- --------- ----------
Net cash generated from (used for) investing activities..... (29,939) (10,135) 5,083
---------- --------- ----------
Cash flows from financing activities:
Repayment of amount due to a shareholder......................... -- -- (11,404)
Amount received towards directors purchase plan.................. 50 30 92
---------- --------- ----------
Net cash (used for) generated from financing activities..... 50 30 (11,312)
---------- --------- ----------
Net increase (decrease) in cash and cash equivalents............... (9,227) 15,218 14,968
Cash and cash equivalents, beginning of the year................... 20,236 11,009 26,227
---------- --------- ----------
Cash and cash equivalents, end of the year......................... $ 11,009 $ 26,227 $ 41,195
========== ========= ==========
Supplemental cash flow disclosures:
Income tax paid.................................................. $ 522 $ 537 $ 1,042
========== ========= ==========
The accompanying notes are an integral part of these financial statements.
51
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In U.S. Dollars Thousands, Except Number of Shares)
Common shares
---------------------------
Accumulated
other Total
Additional Unearned compre- share
Number of paid in Retained compen- hensive holders'
shares Amounts capital deficit sation income equity
------ ------- ------- ------- ------ ------ ------
Balance at December 31, 2001..... 31,829,264 $ 318 $ 80,141 $ (61,987) $(6,871) -- $ 11,601
Net income....................... -- -- -- 4,307 -- -- $ 4,307
Non-cash compensation expense.... -- -- 240 -- -- -- $ 240
Unearned compensation............ -- -- -- -- 2,324 -- $ 2,324
Amount received towards directors
- purchase plan................ -- -- 50 -- -- -- $ 50
Issuance of shares under directors
- purchase plan................ 6,050 -- -- -- -- -- --
---------- ------- --------- --------- ------- -------- ---------
Balance at December 31, 2002..... 31,835,314 $ 318 $ 80,431 $ (57,680) $(4,547) -- $ 18,522
Net income....................... -- -- -- 7,334 -- -- $ 7,334
Non-cash compensation expense.... -- -- 1,435 -- -- -- $ 1,435
Unearned compensation............ -- -- -- -- (16) -- $ (16)
Amount received towards directors
- purchase plan................ -- -- 30 -- -- -- $ 30
Issuance of shares under directors
- purchase plan............... 6,050 -- -- -- -- -- --
Loss realized on sale of
available-for-sale securities,
net of income tax of $NIL ..... -- -- -- -- -- 40 $ 40
Unrealized gain on
available-for-sale securities,
net of income tax of $NIL...... -- -- -- -- -- 635 $ 635
---------- ------- --------- --------- ------- -------- ---------
Balance at December 31, 2003..... 31,841,364 $ 318 $ 81,896 $ (50,346) $(4,563) $ 675 $ 27,980
Net income....................... -- -- -- 15,769 -- -- $ 15,769
Non-cash compensation expense.... -- -- 4,386 -- -- -- $ 4,386
Unearned compensation............ -- -- -- -- (2,268) -- $ (2,268)
Amount received towards directors
- purchase plan................ -- -- 92 -- -- -- $ 92
Issuance of shares under directors
- purchase plan................ 6,050 1 (1) -- -- -- --
Gain, interest income realized on
sale of available-for-sale
securities, net of income tax of
$NIL .......................... -- -- -- -- -- (1,212) $ (1,212)
Unrealized gain on
available-for-sale securities,
net of income tax of $NIL..... -- -- -- -- 776 $ 776
---------- ------- --------- --------- ------- -------- ---------
Balance at December 31, 2004..... 31,847,414 $ 319 $ 86,373 $ (34,577) $(6,831) $ 239 $ 45,523
========== ======= ========= ========= ======= ======== =========
The accompanying notes are an integral part of these financial statements.
52
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
1. The Company
The Company's principal business is to provide services that allow global
buyers to identify suppliers and products, and enable suppliers to market
their products to a large number of buyers. The Company's primary online
service is creating and hosting marketing websites that present suppliers'
product and company information in a consistent, easily searchable manner
on Global Sources Online. The Company also offers electronic cataloguing
services for buyers and suppliers. My Catalogs enable buyers to maintain
customized information on suppliers. Private Supplier Catalogs are
password-protected online environments where suppliers can develop and
maintain their own product and company data. Complementing these services
are various trade magazines and CD-ROMs. The Company launched China
Sourcing Fairs exhibitions in 2003. These offer international buyers direct
access to China and other Asian manufacturers. The Company's businesses are
conducted primarily through Trade Media Limited, its wholly owned
subsidiary, which was incorporated in October 1984 under the laws of Cayman
Islands. Through certain other wholly owned subsidiaries, the Company also
organizes China Sourcing Fairs exhibitions, conferences and exhibitions on
technology related issues and licenses Asian Sources / Global Sources
Online and catalog services.
2. Summary of Significant Accounting Policies
(a) Basis of Consolidation and Presentation
(i) The accompanying consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United
States of America and comprise the financial statements of the
Company, its majority owned subsidiaries and those owned through
nominee shareholders. All significant intercompany transactions and
balances have been eliminated on consolidation.
(ii) The results of subsidiaries acquired or disposed of during the year
are included in the consolidated statement of income from the
effective dates of acquisition or up to the effective dates of
disposal.
(iii) The functional currency of the Company and certain subsidiaries is
the United States dollar. The functional currencies of other
subsidiaries are their respective local currencies. United States
dollars are used as the reporting currency as the Company's operations
are global.
(b) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("U.S. GAAP")
requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying
notes. Actual results could differ from those estimates.
(c) Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
53
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
(d) Available-for-sale Securities
Short-term investments in marketable securities are classified as
available-for-sale securities. Investments classified as available-for-sale
securities are carried at market value with any unrealized holding gains
and losses, net of related tax effect if any, presented under shareholders'
equity as accumulated other comprehensive income.
Realized gains and losses and declines in values judged to be
other-than-temporary on available-for-sale securities are included in the
statement of income. Other-than-temporary is determined through the
assessment of the Company's ability and intent to hold the investment,
extent and duration of the impairment, and the forecasted recovery of fair
value. The cost of securities sold is based on the average cost method.
(e) Inventory of Paper
Inventory of paper is stated at the lower of cost or market value. Cost is
determined on the first-in, first-out basis.
(f) Property and Equipment
(i) Property and equipment are stated at cost less accumulated
depreciation. Cost represents the purchase price of the asset and
other costs incurred to bring the asset into its existing use.
(ii) Depreciation on property and equipment is calculated to amortize their
cost on a straight-line basis over their estimated useful lives as
follows:
Fixtures, fittings and office equipment........... 5 years
Leasehold improvements............................ 5 years
Motor vehicles.................................... 5 years
Computer equipment and software................... 3 years
(iii) Effective January 1, 1999, the Company adopted Statement of Position
98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use," to account for the costs incurred to
develop computer software for internal use. Costs incurred in the
preliminary project stage with respect to the development of software
for internal use are expensed as incurred; costs incurred during the
application development stage are capitalized and are amortized over
the estimated useful life of three years upon the commissioning of
service of the software. Training and maintenance costs are expensed
as incurred. To account for the development costs related to the
products to be sold, leased or otherwise marketed, the Company adopted
SFAS No. 86, "Accounting for the Costs of Computer Software to Be
Sold, Leased, or Otherwise Marketed." Development costs incurred
subsequent to the establishment of the technological feasibility of
the product are capitalized. The capitalization ends when the product
is available for general release to customers.
The Company expensed $64, $38 and $241 during the years ended December
31, 2002, 2003 and 2004, respectively, for the costs incurred prior to
the establishment of the technological feasibility with respect to the
development of products to be sold, leased or otherwise marketed.
54
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
(g) Intangible Assets
Prior to the adoption of SFAS No. 142 effective on January 1, 2002,
copyrights were amortized on a straight-line basis over a period of ten
years and goodwill, was amortized on a straight-line basis over twenty
years.
Intangible Assets, net:
At December 31,
--------------------------
2003 2004
----------- -----------
Goodwill............................. $ 654 $ 654
Copyrights........................... 3,706 3,706
----------- -----------
4,360 4,360
Less: Accumulated amortization...... (4,360) (4,360)
----------- -----------
$ -- $ --
=========== ===========
(h) Long Term Investments
Long term investments for business and strategic purposes in privately-held
companies where such investments are less than 20% of the equity capital of
the investees, with no significant influence over the investees, are stated
at cost.
Long term investments in companies where such investments are in the range
of 20% to 50% of the equity capital of the investees and over whom the
Company exercises significant influence, are accounted under the equity
method.
Interests in subsidiaries with more than 50% ownership are consolidated and
the ownership interests of minority investors are recorded as minority
interest.
Long term investments in U.S. Treasury strips zero % coupon, held to
maturity are stated at amortized cost. The interest income from investments
in U.S. Treasury strips zero % coupon is recognized as it accrues, taking
into account the effective yield on the asset.
(i) Impairment of Long-lived Assets
The Company reviews the carrying value of its long-lived assets based upon
a cash flow basis and will recognize an impairment whenever events or
changes in circumstances indicate the carrying amount of the assets may not
be fully recoverable. The impairment loss is measured based on the
difference between the carrying amount of the asset and its fair value.
There was no impairment of the Company's property and equipment as of
December 31, 2004.
(j) Revenue Recognition
The Company derives its revenues from advertising fees in its published
trade magazines and websites, sales of trade magazines, fees from licensing
its trade and service marks, service fees from the provision of software
maintenance service, and organizing exhibitions and business seminars.
55
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
Revenues from advertising in trade magazines and websites are recognized
ratably over the period in which the advertisement is displayed.
Advertising contracts do not exceed one year. Revenue from sales of trade
magazines is recognized upon delivery of the magazine. Magazine
subscriptions received in advance are deferred and recognized as revenue
upon delivery of the magazine. Revenue from the provision of maintenance
service is deferred and recognized ratably over the maintenance service
period. Revenue from organizing exhibitions and business seminars is
recognized at the conclusion of the event and the related direct event
production costs are deferred and recognized as expenses upon conclusion of
the event.
The Company receives license fees and royalties from licensing its trade
and service marks. Revenue from license fees is recognized ratably over the
term of the license, currently four to five years. Royalties from license
arrangements are earned ratably over the period in which the advertisement
is displayed by the licensee.
(k) Transactions with Sales Representatives and Related Party Sales
Representatives
The Company utilizes sales representatives and in the past utilized related
party sales representatives in various territories to promote the Company's
products and services. Under these arrangements, these sales
representatives are entitled to commissions as well as marketing fees.
Commissions expense is recorded when owed to these sales representatives
and is included in sales expenses.
These sales representatives, which are mainly corporate entities, handle
collections from clients on behalf of the Company. Included in receivables
from these sales representatives are amounts collected on behalf of the
Company as well as cash advances made to these sales representatives.
As of December 31, 2001, the boards of directors of eight of these sales
representative companies each included a director nominated by the Company
to monitor the receivables collected from the Company's clients by these
related party sales representatives, and to monitor any changes to the
authorized signatories of the depository bank accounts. The nominated
directors were employees of the Company. The Company and the nominated
directors did not have any interest in the share capital of these related
party sales representatives companies. However as of December 31, 2002,
2003 and 2004, the Company does not have any nominated directors on the
board of directors of any of the Company's sales representative companies.
Approximately $9,986, $NIL and $NIL of the commissions and marketing fees
expense was associated with these related party sales representative
companies for 2002, 2003 and 2004, respectively.
(l) Advertising Expenses
Advertising expenses are expensed as incurred. The Company recorded
advertising expenses of $161, $244 and $1,551 during the years ended
December 31, 2002, 2003 and 2004, respectively.
(m) Operating Leases
The Company leases certain office facilities under cancelable and
non-cancelable operating leases. Rentals under operating leases are
expensed on a straight-line basis over the life of the leases.
56
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
(n) Liabilities for Bonus Plan
Before the commencement of the Equity Compensation Plans as described in
Note 23, the Company rewarded its senior management staff based on their
performance through long term discretionary bonus awards. These awards were
payable in cash generally at the end of five or ten years from the date of
the award, even in the event of termination of employment unless certain
non-compete provisions had been violated. These awards were expensed in the
period to which the performance bonus relates.
(o) Retirement Contributions
The Company operates a number of defined contribution retirement plans.
Contributions are based on a percentage of each eligible employee's salary
and are expensed as the related salaries are incurred.
(p) Income Taxes
The Company accounts for deferred income taxes using the liability method,
under which the expected future tax consequences of temporary differences
between the financial reporting and tax basis of its assets and liabilities
are recognized as deferred tax assets and liabilities. A valuation
allowance is established for any deferred tax asset when it is more likely
than not that the deferred tax asset will not be recovered.
(q) Minority Interest
In 2000, the Company entered into an agreement with CMP Media Inc., through
United Professional Media B.V. (previously known as United Business Media
B.V.), a subsidiary of United News and Media plc. (CMP) to set-up a
corporation (eMedia Asia Ltd.) to provide new technology content, media and
e-commerce services to the electronics technology market in Asia. The
Company holds a 60.1% controlling equity interest in eMedia Asia Ltd. and
consolidates the results of operations. As part of obtaining its 39.9%
interest, CMP has committed to pay $6,000 and interest thereon to the
Company upon the payment of specified future dividends of eMedia Asia Ltd.
Pursuant to an internal restructuring within the CMP group, United
Professional Media B.V.'s 39.9% interest in eMedia Asia Ltd. and associated
obligations were novated and assigned to UBM Asia B.V. (another subsidiary
within the CMP group) in October 2003. Due to the contingent nature of the
payment, the Company did not record in its balance sheet the promissory
note receivable of $6,000 due from CMP and no interest income was accrued
as at December 31, 2004, 2003 and 2002. The minority interest liability of
$4,910 and $3,684 at December 31, 2004 and 2003, respectively, reflects
CMP's proportionate interest of the net book value of eMedia Asia Ltd.
(r) Foreign Currencies
Transactions in currencies other than the functional currency are measured
and recorded in the functional currency using the exchange rate in effect
on the date of the transaction. As of the balance sheet date, monetary
assets and liabilities that are denominated in currencies other than the
functional currency are remeasured using the exchange rate at the balance
sheet date. All gains and losses arising from foreign currency transactions
and remeasurement of foreign currency denominated accounts are included in
the determination of net income in the year in which they occur.
The financial statements of the subsidiaries reporting in their respective
local currencies are translated into U.S. dollars for consolidation as
follows: assets and liabilities at the exchange rate as of the bal-
57
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
ance sheet date, shareholders' equity at the historical rates of exchange,
and income and expense amounts at the average monthly exchange rates. The
cumulative translation differences were not material as of December 31,
2003 and 2004.
(s) Segment Reporting
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" requires that companies report separately, in the financial
statements, certain financial and descriptive information about operating
segment profit or loss, certain specific revenue and expense items, and
segment assets. Additionally, companies are required to report information
about the revenues derived from their products and services groups, about
geographic areas in which the Company earns revenues and holds assets, and
about major customers.
The Company identifies its operating segments based on business activities,
management responsibility and geographic location. The Company has two
reportable segments: online and other media services and exhibitions.
(t) Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting comprehensive income and its components in financial statements.
Comprehensive income is defined as the change in equity of a company during
a period from transactions and other events and circumstances excluding
transactions resulting from investment by owners and distribution to
owners.
Accumulated other comprehensive income consists of the following:
Year Ended December 31,
---------------------------------------------
2002 2003 2004
----------- ----------- ------------
Unrealized gain on available-for-sale securities,
net of income tax of $NIL........................... $ -- $ 635 $ 1,451
(Gain) loss realized on sale of available-for-sale
securities, net of income tax of $NIL............... $ -- $ 40 $ (1,212)
----------- ----------- ------------
Accumulated other comprehensive income................. $ -- $ 675 $ 239
=========== =========== ============
(u) Basic and Diluted Net Income Per Share
Basic net income per share is computed by dividing net income by the
weighted average number of shares of common shares outstanding during the
period. Diluted net income per share is calculated using the weighted
average number of outstanding common shares, plus other dilutive potential
common shares.
58
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
The following table reconciles the number of shares utilized in the net
income per share calculations:
Year Ended December 31,
------------------------------------------------
2002 2003 2004
------------- ------------- --------------
Net income....................................... $ 4,307 $ 7,334 $ 15,769
============= ============= ==============
Basic net income per share....................... $ 0.14 $ 0.23 $ 0.50
============= ============= ==============
Diluted net income per share..................... $ 0.14 $ 0.23 $ 0.49
============= ============= ==============
Weighted average common shares outstanding,
used in basic net income per share calculation. 31,834,353 31,840,403 31,846,439
Effect of dilutive shares........................ -- 21,377 87,640
------------- ------------- --------------
Weighted average common shares outstanding,
used in diluted net income per share
calculation................................... 31,834,353 31,861,780 31,934,079
============= ============= ==============
Antidilutive share options....................... 96,000 10,500 --
Antidilutive share options had exercise prices greater than the average
market price during the year.
(v) Stock Based Compensation
The Company has adopted the disclosure only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." The Company accounts for
stock-based compensation using the intrinsic value method prescribed in APB
No. 25, "Accounting for Stock Issued to Employees" and related
interpretations. Accordingly, compensation cost of stock options is
measured as the excess, if any, of the fair value of the Company's stock at
the date of the grant over the option exercise price and is charged to
operations over the vesting period.
The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123 and EITF Issue No. 96-18,
"Accounting for Equity Instruments that are Issued to Other Than Employees
for Acquiring, or in Conjunction with Selling Goods and Services." All
transactions in which services are received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is
more reliably measurable. The measurement date of the fair value of the
equity instrument issued is the earlier of the date on which the
counterparty's performance is complete or the date on which it is probable
that performance will occur.
A majority of the Company's employee stock compensation plans are share
grants without any exercise price or exercise period. Therefore the fair
value of the share grants at the date of grant approximates the intrinsic
value. As a result, the impact of fair value based accounting under SFAS
No. 123 is not significantly different from the intrinsic value method
under APB No. 25.
(w) Allowance for Doubtful Debts
The Company estimates the collectibility of the accounts receivable based
on the analysis of accounts receivable, historical bad debts, customer
credit-worthiness and current economic trends and maintains adequate
allowance for doubtful debts.
59
(x) Recent Accounting Pronouncements
In January 2003, FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities." FIN 46 requires a beneficiary to consolidate a variable
interest entity ("VIE") if it is the primary beneficiary of that entity.
The primary beneficiary is defined as having a variable interest in a VIE
that will absorb a majority of the entity's expected losses if they occur,
receives a majority of the entity's expected residual returns if they
occur, or both. In December 2003, FASB completed deliberations of proposed
modifications to FIN 46 ("Revised Interpretations") resulting in multiple
effective dates based on the nature as well as the creation date of the
VIE. VIEs created after January 31, 2003, but prior to January 1, 2004, may
be accounted for either based on the original interpretation or the Revised
Interpretations. However, the Revised Interpretations must be applied no
later than the Company's first quarter of fiscal 2004. VIEs created after
December 31, 2003 must be accounted for under the Revised Interpretations.
Special Purpose Entities ("SPEs") created prior to February 1, 2003, may be
accounted for under the original or revised interpretation's provisions no
later than the first period ended after December 15, 2003. Non-SPEs created
prior to February 1, 2003, should be accounted for under the revised
interpretation's provisions no later than the Company's first quarter of
fiscal 2004. We believe that the adoption of FIN 46 did not have a material
impact on the Company's financial statements of position, results of
operations, or cash flows.
In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus
on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments." EITF 03-1 provides guidance on
other-than-temporary impairment models for marketable debt and equity
securities accounted for under SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," and SFAS No. 124, "Accounting
for Certain Investments Held by Not-for-Profit Organizations," and
non-marketable equity securities accounted for under the cost method. The
EITF developed a basic three-step model to evaluate whether an investment
is other-than-temporarily impaired. The provisions of EITF 03-1 will be
effective for interim or annual reporting periods beginning after June 15,
2004 and will be applied prospectively to all current and future
investments. Quantitative and qualitative disclosures for investments
accounted for under SFAS No. 115 are effective for the first annual
reporting period after December 15, 2003. In September, 2004, FASB issued
FSP EITF Issue "03-1-1", "Effective Date of Paragraphs 10-20 of EITF 03-1,
The Meaning of Other Than Temporary Impairment", delaying the effective
date for the recognition and measurement guidance of EITF 03-1, as
contained in paragraphs 10-20, until certain implementation issues are
addressed and a final FSP providing implementation guidance is issued. The
disclosure requirements of the consensus remain in effect. The Company does
not expect the adoption of EITF 03-1 to have a material effect on its
results of operations and financial condition.
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment"
("SFAS 123R"), a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS 123R requires, among other things, measurement of all
employee stock-based compensation awards using a fair value method and
recording such expense in the consolidated financial statements. The
provisions of SFAS 123R are effective for the first interim or annual
reporting period that begins after June 15, 2005. We are currently
evaluating the effect, if any, that the adoption of SFAS 123R will have on
our financial statements of position, results of operations or cash flows.
60
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
3. Available-for-sale Securities:
At December 31,
-----------------------------
2003 2004
----------- ------------
Cost.................................... $ 34,465 $ 9,933
Unrealized holding gain................. 675 239
----------- ------------
Fair value.............................. $ 35,140 $ 10,172
----------- ------------
4. Current Assets:
At December 31,
-----------------------------
2003 2004
----------- ------------
Accounts receivable:
Gross trade receivables................. $ 6,604 $ 6,175
Less: Allowance for doubtful debts..... (2,097) (1,028)
----------- ------------
$ 4,507 $ 5,147
----------- ------------
Movements in allowance for doubtful debts:
Year Ended December 31,
-----------------------------------------------
2002 2003 2004
----------- ----------- -------------
Balance at beginning of year..................... $ 2,132 $ 1,966 $ 2,097
Charged to bad debt expenses..................... 670 202
Allowance for doubtful debts written-back........ -- -- --
Write-off of bad debts........................... (836) (71) (353)
----------- ----------- -------------
Balance at end of year........................... $ 1,966 $ 2,097 $ 1,028
----------- ----------- -------------
At December 31,
------------------------
2003 2004
--------- ----------
Prepaid expenses and other current assets:
Unsecured employee loans and other debtors.... $ 73 $ 60
Prepaid expenses.............................. 324 410
Deferred expenses............................. 535 895
Other current assets.......................... 951 1,561
--------- ----------
$ 1,883 $ 2,926
--------- ----------
61
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
5. Property and Equipment, net:
At December 31,
-------------------------------
2003 2004
------------ --------------
Capital work-in-progress.......................................... $ - $ 19,213
Leasehold improvements............................................ 6,936 6,951
Motor vehicles.................................................... 191 191
Computers, fixtures, fittings and office equipment................ 22,866 24,111
Software development costs........................................ 15,664 4,474
------------ --------------
Property and equipment, at cost................................... 45,657 54,940
Less: Accumulated depreciation................................... (37,787) (30,038)
------------ --------------
$ 7,870 $ 24,902
------------ --------------
Depreciation expense for the years ended December 31, 2002, 2003 and 2004
was $5,249, $4,056 and $2,572 respectively and the amortization of Software
development cost for the years ended December 31, 2002, 2003 and 2004 was
$3,737, $4,453 and $1,480 respectively.
During 2004, the Company entered into an agreement to purchase
approximately 9,000 sq meters of office space in a commercial building
under construction in Shenzhen, China at purchase price of $19,027 which
has been fully paid during 2004 and is included under capital
work-in-progress as at December 31, 2004. The construction is expected to
be completed before end of March 2005. Depreciation of the property will
only commence upon completion of the construction and the property is ready
to be put to use.
6. Long-term Investments and Bonds Held to Maturity:
(i) As at December 31, 2004, the Company holds equity instruments carried
at $100 in a privately held unaffiliated electronic commerce company
for business and strategic purposes. The investment is accounted for
under the cost method since the ownership is less than 20% and the
Company does not have the ability to exercise significant influence
over the investee. The investment is shown under long term investments
in the consolidated balance sheets.
The Company's policy is to regularly review the carrying values of the
non-quoted investments and to identify and provide for when
circumstances indicate impairment other than a temporary decline in
the carrying values of such assets has occurred.
The net carrying value of the long term investment as at December 31,
2003 and 2004 was $100. The Company will continue to evaluate this
investment for impairment.
62
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
(ii) U.S. Treasury strips zero % coupon
At December 31,
-------------------------
2003 2004
---------- ---------
The amortized cost classified by date of
contractual maturity is as follows:
Due within one year...........................$ 364 $ 229
Due after one year through five years......... 628 437
---------- ---------
$ 992 $ 666
---------- ---------
At December 31,
-------------------------
2003 2004
---------- ---------
The fair value based on the market price,
classified by date of contractual maturity
is as follows:
Due within one year...........................$ 380 $ 235
Due after one year through five years......... 691 466
---------- ---------
$ 1,071 $ 701
---------- ---------
At December 31,
-------------------------
2003 2004
---------- ---------
Gross unrealized holding gains................$ 79 $ 35
---------- ---------
7. Other Assets:
At December 31,
-------------------------
2003 2004
---------- ---------
Employee housing loans........................$ 231 $ 191
Club memberships.............................. 514 418
Deferred expenses - long term................. - 296
Rental, utility and other deposits............ 491 2,355
---------- ---------
$ 1,236 $ 3,260
---------- ---------
8. Current Liabilities:
At December 31,
-------------------------
2003 2004
----------- ---------
Deferred income and customer prepayments:
Advertising...................................$ 19,475 $ 20,612
Exhibitions, subscription and others.......... 7,979 8,163
----------- ---------
$ 27,454 $ 28,775
----------- ---------
63
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
At December 31,
-------------------------------
2003 2004
----------- -------------
Accrued liabilities:
Salaries, wages and commissions............................ $ 1,239 $ 1,181
Retirement contribution plans.............................. 548 696
Current portion of liabilities for incentive and bonus plans 1,106 1,075
Others..................................................... 2,910 2,969
----------- -------------
$ 5,803 $ 5,921
----------- -------------
9. Liabilities for Incentive and Bonus Plans
At December 31,
-------------------------------
2003 2004
----------- -------------
Liability for long term discretionary bonus plan........... $ 682 $ 467
----------- -------------
10. Deferred Income and Customer Prepayments - Long Term
At December 31,
-------------------------------
2003 2004
----------- -------------
Exhibitions................................................ $ - $ 1,420
----------- -------------
11. Related Party Transactions
The Company has extended loans to some of its employees to finance their
purchase or lease of residences. The loans for the purchase of a residence
are secured by the subject 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 under certain circumstances, including their termination of
employment with the Company. 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, typically less than or equal to twelve
months. Loans due from employees for purchase of residences were $231 and
$191 as of December 31, 2003 and 2004 respectively. Loans due from
employees for lease of residences were $61 and $55 as of December 31, 2003
and 2004, respectively. There were no other loans due from the Company's
directors and executive officers as at December 31, 2003 and 2004. Other
temporary advances to staff, which are generally repayable within twelve
months, were $14 and $5 as of December 31, 2003 and 2004, respectively.
The Company leases certain office facilities from subsidiaries of the
Former Parent Company under cancelable and non-cancelable operating leases
that include both rental and building maintenance services. During the
years ended December 31, 2002, 2003 and 2004, the Company incurred rental
and building management services expenses of $1,048, $756 and $NIL
respectively, with respect to these leases. These leases were no longer
related party transactions during the year 2004.
64
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
The Company also receives legal, treasury management consultancy services
and investment consultancy services from subsidiaries of the Former Parent
Company. During the year ended December 31, 2002, 2003 and 2004, the
Company incurred such legal, secretarial and treasury management
consultancy services expenses of $275, $259 and $NIL respectively with
respect to such services. These services were no longer related party
transactions during the year 2004.
The Company had $11,404 and $NIL due to the Former Parent Company as of
December 31, 2003 and 2004, respectively. Due to the disposal of the shares
by the Former Parent Company to the Company's chairman and chief executive
officer discussed in Note 1, this liability as at December 31, 2003 was
reclassified and disclosed as "Amount due to a shareholder" in the
Company's consolidated balance sheet as at December 31, 2003. The amount
due to the Former Parent Company was unsecured. This amount has been fully
re-paid during the year 2004.
In addition to the transactions with related party sales representatives
discussed in Note 2(k), the Company provided technical services to these
sales representatives for a fee. During the year ended December 31, 2002,
2003 and 2004, the Company derived such service fees of $156, $NIL and $NIL
respectively. During the years ended December 31, 2002, 2003 and 2004, the
Company has incurred costs of $47, $NIL and $NIL respectively with respect
to the incentive awards discussed in Note 12, relating to the related party
sales representatives.
12. Liabilities for Incentive and Bonus Plans
Before the commencement of the Equity Compensation Plans the Company
rewarded its senior management staff based on their current performance
through long term discretionary bonus awards. These awards are payable
approximately at the end of five or ten years from the date of the award,
even in the event of termination of employment unless certain non-compete
provisions have been violated. The Company did not incur any expenses
related to these awards during the years ended December 31, 2002, 2003 and
2004. The required funds were set aside for payment of the discretionary
bonuses by purchasing U.S. Treasury strips zero % coupons maturing in
either five or ten years. These investments are held until maturity and the
proceeds are used for payment of the discretionary bonuses.
Certain sales representatives of the Company are eligible for incentive
awards under plans administered by the Company. Costs incurred related to
incentive awards under plans administered by the Company for the years
ended December 31, 2002, 2003 and 2004 were $128, $116 and $164
respectively.
13. Retirement Contribution Plans
The Company operates a number of defined contribution retirement plans.
Employees working in a jurisdiction where there is no statutory provision
for retirement contributions are covered by the Company's plans.
The two principal defined contribution plans are plans where employees are
not required to make contributions. One of these two plans is separately
administered by an independent trustee and the plan assets are held
independent of the Company. The other one is not independently administered
and is currently unfunded. The Company's liabilities under this unfunded
plan as of December 31, 2003 and 2004 were $520 and $664, respectively.
65
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
The Company incurred costs of $1,101, $1,102 and $1,099 with respect to the
retirement plans in the years ended December 31, 2002, 2003 and 2004,
respectively.
14. Income Taxes
The Company and certain of its subsidiaries operate in the Cayman Islands
and other jurisdictions where there are no taxes imposed on companies
(collectively referred to as "Cayman Islands"). Certain of the Company's
subsidiaries operate in Hong Kong SAR and Singapore and are subject to
income taxes in their respective jurisdictions. Also, the Company is
subject to withholding taxes for revenues earned in certain other
countries.
Income before income taxes consists of:
Year Ended December 31,
------------------------------------------------------
2002 2003 2004
--------------- ------------ -------------
Cayman Islands............................ $ 3,587 $ 5,420 $ 12,746
Foreign................................... 1,748 3,443 4,901
--------------- ------------ -------------
$ 5,335 $ 8,863 $ 17,647
--------------- ------------ -------------
The provision for income taxes consists of:
Year Ended December 31,
------------------------------------------------------
2002 2003 2004
--------------- ------------ -------------
Current tax expense:
Cayman Islands.......................... $ -- $ -- $ --
Foreign................................. 726 974 622
Deferred tax expense:
Cayman Islands.......................... -- -- --
Foreign................................. (6) (306) 29
--------------- ------------ -------------
Total provision........................... $ 720 $ 668 $ 651
--------------- ------------ -------------
The provision for income taxes for the years ended December 31, 2002, 2003
and 2004 differed from the amount computed by applying the statutory income
tax rate of 0% as follows:
Year Ended December 31,
------------------------------------------------------
2002 2003 2004
--------------- ------------ -------------
Income taxes at statutory rate............ $ -- $ -- $ --
Foreign income and revenues taxed at higher
rates.................................. 720 668 651
--------------- ------------ -------------
Total..................................... $ 720 $ 668 $ 651
--------------- ------------ -------------
Effective tax rate........................ 13.50% 7.54% 3.69%
--------------- ------------ -------------
66
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
Deferred tax assets consist of the following:
At December 31,
--------------------------------
2003 2004
------------ ------------
Net operating loss carry forwards......$ 7,462 $ 7,410
Less: valuation allowance............. (7,462) (7,410)
------------ ------------
Deferred tax assets....................$ -- $ --
------------ ------------
The Company recorded a full valuation allowance for the deferred tax assets
due to the uncertainty as to their ultimate realization. The net change in
valuation allowance for the years ended December 31, 2002, 2003 and 2004
was an increase/(decrease) of approximately $26, $2 and $(52),
respectively, resulting primarily from net operating losses incurred and
profits made by some of the subsidiaries during the respective years.
As of December 31, 2004 and 2003, a United States subsidiary has net
operating loss carry forwards of approximately $17,188 and $17,250
respectively. These losses which expire in year 2020 can be utilized to
reduce future taxable income of the subsidiary subject to compliance with
the taxation legislation and regulations in the relevant jurisdiction.
The Company recognized a deferred tax liability of $298 and $327 as at
December 31, 2003 and 2004, respectively, which primarily arose from the
temporary differences between the financial reporting and the tax bases of
property and equipment in one of the subsidiaries of the Company.
15. Share Capital
On February 28, 2002, 2003 and 2004, the Company issued 6,050, 6,050 and
6,050 common shares, respectively, under the Directors Purchase Plan. The
authorized share capital of the Company as at December 31, 2003 and 2004 is
50,000,000 common shares of $0.01 par value. As at December 31, 2003 and at
December 31, 2004, the Company has 31,841,364 and 31,847,414 common shares
issued and outstanding, respectively.
16. Fair Value of Financial Instruments
The carrying amounts of the Company's cash equivalents, accounts
receivable, accounts payable and accrued liabilities approximate fair value
due to their short maturities. The fair value of available-for-sale
securities is disclosed in Note 3. The carrying amount and market value of
long term investments are discussed in Note 6.
17. Concentration of Credit Risk and Other Risks
Financial instruments, which potentially subject the Company to
concentration of credit risk, consist primarily of investment in checking
and money market accounts, available-for-sale securities, investment in
U.S. Treasury strips zero % coupon, accounts receivable and receivables
from sales representatives. The Company maintains checking, money market
accounts and available-for-sale securities with high quality institutions.
The Company has a large number of customers, operates in different
geographic areas and generally does not require collateral on accounts
receivable or receivables from sales representatives. In addition, the
Company is continuously monitoring the credit transactions and maintains
reserves for credit losses where necessary. No customer accounted for more
than 10% of the
67
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
Company's revenues for each of the years ended December 31, 2002, 2003 and
2004. No customer accounted for more than 10% of the accounts receivable as
of December 31, 2003 and 2004.
In 2004, the Company derived approximately 92% of its revenue from
customers in Asia. The Company expects that a majority of its future
revenue will continue to be generated from customers in this region. Future
political or economic instability in Asia could negatively impact the
business.
18. Operating Leases
The Company leases office facilities under cancelable and non-cancelable
operating leases. During the years ended December 31, 2002, 2003 and 2004,
the Company's operating lease rental and building management services
expenses were $1,872, $1,484 and $1,275 respectively. The estimated future
minimum lease rental payments under non-cancelable operating leases as of
December 31, 2004 are as follows:
Year Ending December 31, Operating Leases
--------------------------------------- ----------------
2005 .................................. 31
2006 onwards........................... --
----------------
$ 31
----------------
19. Segment and Geographic Information
The Company has two reportable segments: online and other media services
and exhibitions. Certain prior year items have been reclassified to conform
to the current presentation. Revenues by geographic location are based on
the location of the customer.
(a) Segment Information
Year Ended December 31,
------------------------------------------------------
2002 2003 2004
-------------- -------------- ----------------
Revenues:
Online and other media services (Note (a)).. $ 84,400 $ 87,685 $ 92,325
Exhibitions................................. 2,455 3,327 13,010
Miscellaneous............................... 631 657 511
-------------- -------------- ----------------
Consolidated................................ $ 87,486 $ 91,669 $ 105,846
-------------- -------------- ----------------
Year Ended December 31,
------------------------------------------------------
2002 2003 2004
-------------- -------------- ----------------
Income/(Loss) from Operations:
Online and other media services............. $ 4,859 $ 9,390 $ 17,700
Exhibitions................................. (315) (1,215) (2,133)
Miscellaneous............................... 302 606 501
-------------- -------------- ----------------
Consolidated................................ $ 4,846 $ 8,781 $ 16,068
-------------- -------------- ----------------
68
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
At December 31,
------------------------------------
2003 2004
-------------- -----------------
Identifiable Assets:
Online and other media services............................... $ 79,122 $ 79,894
Exhibitions................................................... 2,855 12,103
Miscellaneous................................................. 564 528
-------------- -----------------
Consolidated.................................................. $ 82,541 $ 92,525
-------------- -----------------
Note: (a) Online and other media services consists of:
Year Ended December 31,
------------------------------------------------------
2002 2003 2004
-------------- -------------- -----------------
Online services............................. $ 51,268 $ 51,367 $ 52,106
Print services.............................. 33,132 36,318 40,219
-------------- -------------- -----------------
$ 84,400 $ 87,685 $ 92,325
-------------- -------------- -----------------
(b) Foreign Operations
Year Ended December 31,
------------------------------------------------------
2002 2003 2004
-------------- -------------- -----------------
Revenues:
Asia....................................... $ 81,456 $ 84,856 $ 97,876
United States.............................. 4,986 5,970 6,573
Europe..................................... 525 437 597
Others..................................... 519 406 800
-------------- -------------- -----------------
Consolidated............................... $ 87,486 $ 91,669 $ 105,846
-------------- -------------- -----------------
At December 31,
---------------------------------
2003 2004
------------ --------------
Long-Lived Assets:
Asia.......................................................... $ 9,206 $ 28,257
United States................................................. - 5
------------ --------------
Consolidated.................................................. $ 9,206 $ 28,262
------------ --------------
20. Contingencies
From time to time the Company is involved in litigation in the normal
course of business. While the results of such litigation and claims cannot
be predicted with certainty, the Company believes that the probability is
remote that the outcome of the outstanding litigation and claims as of the
current date will have a material adverse effect on the Company's
consolidated financial position and results of operations.
69
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
21. Capital Commitments
The commitments as at December 31, 2004 for the purchase and commissioning
of software amounted to $31. The capital commitments as at December 31,
2003 were $160 for the purchase and commissioning of software.
22. Restricted Share Award Plan
On February 4, 2000, the Company established a restricted share award plan
for the benefit of its chairman and chief executive officer in recognition
of services to the Company. In conjunction with the restricted share award
plan, the Former Parent Company assigned 4,849,949 common shares of the
Company, representing a 16% equity interest in the Company to the Company.
The Company then awarded these shares to its chairman and chief executive
officer. The chairman and chief executive officer's entitlement to 606,245
of these shares is subject to an employment agreement with one of the
Company's United States subsidiaries and entitlement to such shares vested
immediately. The chairman and chief executive officer's entitlement to the
remaining 4,243,704 shares is subject to employment, non-compete and
vesting terms under an employment agreement with one of the Company's
United States subsidiaries. The 4,243,704 shares were to vest ratably over
10 years, 10% each year on each anniversary date from the grant date.
However, effective August 30, 2000, the Company's Board of Directors
approved the accelerated vesting of all the restricted shares granted to
the chairman and chief executive officer resulting in immediate vesting of
all the shares. The Company recorded total $64,000 non-cash compensation
expense associated with these awards in the year ended December 31, 2000.
At the modification date and subsequently the Company, based on historical
evidence and the Company's forecast of future employee separations,
estimated that the chairman and chief executive officer will not terminate
employment and appointment as director prior to the date that vesting in
the shares would have occurred absent the modification. Therefore, the
Company has estimated that additional compensation expense to be recognized
as a result of the modification is nil. Should actual results differ from
this estimate, adjustment in future reporting periods will be required.
23. Equity Compensation Plans
On December 30, 1999, the Company established The Global Sources Employee
Equity Compensation Trust (the "Trust") for the purpose of administering
monies and other assets to be contributed by the Company to the Trust for
the establishment of equity compensation and other benefit plans. The Trust
is administered by Harrington Trust Limited (the "Bermuda Trustee"). The
Bermuda Trustee in the exercise of its power under the Declaration of Trust
may be directed by the plan committee, including the voting of securities
held in the Trust. The Board of Directors of the Company will select the
members of the plan committee.
On February 4, 2000, in conjunction with the establishment of the Trust and
the Share Exchange, the Former Parent Company assigned 3,031,218 common
shares of the Company at a historical cost of less than $1, representing a
10% equity interest in the Company, for the establishment of share option
plans and/or share award plans, known as ECP I, ECP II and ECP III.
Subsequently, share option plans and/or share award plans, known as ECP IV,
ECP V, ECP VI and ECP VII were established.
Eligible employees, directors and consultants under ECP I are entitled to
purchase common shares of Global Sources Ltd. at a price determined by the
plan committee at the time of the grant. The exercise price of these
options may be below the fair market value of the Company's common shares.
The plan committee determines who will receive, and the terms of, the
options.
70
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
Optionees may pay for common shares purchased upon exercise of options in
the manner determined by the plan committee at the time of grant.
Eligible employees, directors and consultants under ECP II were entitled to
purchase common shares of Global Sources Ltd. at an exercise price
determined by the plan committee at the time of the grant. There are two
types of options under this plan. The exercise price of both of these
options were below the fair market value of the Company's common shares at
that time. The plan committee determines who will receive, and the terms
of, the options. Employees could decide whether to take up the options for
a period of 95 days ending June 29, 2000. All the options granted were
exercised. Optionees were able to pay for common shares purchased upon
exercise of options by check to the Trust. Payment has been made to the
Trust. Entitlement of the employees, directors and consultants to these
common shares is subject to employment and vesting terms.
Eligible employees, directors and consultants under ECP III were awarded a
defined amount of compensation payable in Global Sources Ltd. common
shares, the number of which were determined by dividing the amount of
compensation awarded by an amount determined by the plan committee prior to
the Share Exchange.
Entitlement of the employees to these common shares is subject to
employment and vesting terms.
The non-cash compensation expense associated with awards in accordance with
APB No. 25 and SFAS No. 123, under ECP II and ECP III of approximately
$2,904 and $2,357, respectively, were recognized ratably over the three
year vesting term from the respective award dates.
Eligible employees, directors and consultants under ECP IV are awarded a
defined amount of compensation payable in Global Sources Ltd. common
shares, the number of which are determined by the plan committee
periodically.
Entitlement of the employees, directors and consultants to these common
shares is subject to employment and vesting terms.
Eligible employees, directors and consultants under ECP V were awarded a
one-time grant of shares, the number of which were determined by the plan
committee.
Entitlement of the employees to these common shares is subject to
employment and vesting terms.
The Equity Compensation Plan committee approved the awards of common shares
under ECP IV and ECP V on January 23, 2001. The Equity Compensation Plan
committee approved additional awards of common shares under ECP IV on April
1, 2001, July 1, 2001 and August 29, 2001 and under ECP V on August 29,
2001, January 1, 2002 and January 2, 2004.
The non-cash compensation expenses associated with the above awards in
accordance with APB No. 25 and SFAS No. 123, under ECP IV and ECP V of
approximately $3,232 and $2,273, respectively, are recognized over the five
year vesting term from the respective award dates.
Eligible employees, directors and consultants under ECP VI are awarded a
one-time grant of Global Sources Ltd. common shares, the number of which
are determined by the plan committee.
71
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
Entitlement of the employees, directors and consultants to these common
shares is subject to non-compete and vesting terms.
The Equity Compensation Plan committee approved ECP VI on March 13, 2001
and made awards of common shares under plan on various dates during the
year 2001, 2002 and on July 28, 2004.
The non-cash compensation expenses associated with the awards in accordance
with APB No. 25 and SFAS No. 123, under ECP VI totaling to approximately
$1,002, are recognized over the five year vesting term from the respective
award dates.
Eligible employees, directors and consultants under ECP VII are awarded a
grant of defined number of Global Sources Ltd. common shares, the number of
which are determined by the plan committee periodically.
The Equity Compensation Plan committee approved the awards of common shares
under ECP VII on January 1, 2002 and made further awards on March 31, 2003,
on June 19, 2003 and on January 2, 2004. The non-cash compensation expenses
associated with the above awards in accordance with APB No. 25 and SFAS No.
123, under ECP VII of approximately $5,352 are recognized over the six
years vesting term from the respective award dates.
Entitlement of the employees, directors and consultants to these common
shares is subject to employment and vesting terms.
The Company expensed $2,564, $1,419 and $2,117 in non-cash compensation
costs associated with the awards under the above ECP plans in the years
ended December 31, 2002, 2003 and 2004, respectively.
72
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
ECP II ECP III ECP IV ECPV ECP VI ECP VII
---------------------- ----------- ----------- ----------- --------- -----------
Purchase Gift Plan Grant Plan Grant Plan Grant Plan Grant Grant
Plan Plan Plan
---------- --------- ----------- ----------- ----------- --------- -----------
Plan Inception March, March, March, January, January, March, January,
2000 2000 2000 2001 2001 2001 2002
---------- --------- ----------- ----------- ----------- --------- -----------
Number of Shares:
At December 31, 2000... 97,874 243,313 124,449 -- -- -- --
Original restricted
shares granted in
year 2001............ -- -- -- 632,049 366,630 94,743 --
Shares forfeited to
beneficial trustee... -- (29,607) (24,006) (106,284) (110,715) -- --
---------- --------- ----------- ----------- ----------- --------- -----------
Balance at December 31,
2001................... 97,874 213,706 100,443 525,765 255,915 94,743 --
Original restricted
shares granted in
year 2002............ -- -- -- -- 36,300 12,100 162,682
Shares forfeited to
beneficial trustee... -- (11,961) (2,758) (46,851) (34,364) -- (11,124)
---------- --------- ----------- ----------- ----------- --------- -----------
Balance at December 31,
2002.................. 97,874 201,745 97,685 478,914 257,851 106,843 151,558
Original restricted
shares granted in
year 2003............ -- -- -- -- -- -- 347,665
Shares forfeited to
beneficial trustee... -- (1,583) -- (14,879) (4,356) -- (13,676)
---------- --------- ----------- ----------- ----------- --------- -----------
Balance at December 31,
2003................... 97,874 200,162 97,685 464,035 253,495 106,843 485,547
Original restricted
shares granted in
year 2004............ -- -- -- -- 36,300 11,000 354,393
Shares forfeited to
beneficial trustee... -- -- -- (28,124) (5,203) -- (34,386)
---------- --------- ----------- ----------- ----------- --------- -----------
Balance at December
31, 2004............. 97,874 200,162 97,685 435,911 284,592 117,843 805,554
---------- --------- ----------- ----------- ----------- --------- -----------
Grant Price Per Share.. $ 19.84 $ NIL $ NIL $ NIL $ NIL $ NIL $ NIL
---------- --------- ----------- ----------- ----------- --------- -----------
Weighted average fair
value of the shares
granted.............. $ 2.06 $ 21.9 $ 21.9 $ 7.16 $ 6.91 $ 4.79 $ 4.48
---------- --------- ----------- ----------- ----------- --------- -----------
Weighted average fair value of the shares granted is estimated to be the average
market value of the shares at the time of the grant.
24. Directors Purchase Plan
A 2000 Non-Employee Directors Share Option Plan was approved on October 26,
2000 by the shareholders of the Company. Each eligible Director on the date
of the first board meeting of each calendar year, commencing in 2001, would
receive the grant of an option to purchase 24,200 common shares on that
date. The Options granted are subject to such terms and conditions as
determined by the Board of Directors at the grant.
73
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
The option price, per share, payable before the end of each February, is
determined by the Board of Directors for each such grant of options. The
non-employee Directors may decline all or part of the award, which is
non-transferable.
The Board granted the first awards under the above plan in 2001. The option
price was fifteen percent less than the average closing price of the shares
for the last five trading days of the previous calendar year. The award
vests over four years with one quarter of the shares vesting each year.
Full payment must be made upon exercising the option. Upon resignation of
an eligible Director, all unvested shares are forfeited and the option
price received for the forfeited unvested shares is refunded. Only one
Director accepted the offer on February 10, 2001 for the 24,200 shares
granted under option. The $164 received as proceeds of this plan was
included in additional paid-in capital. On February 28, 2002, 2003 and
2004, the Company issued to the Director the 6,050, 6,050 and 6,050 common
shares, respectively, that vested on those dates, adjusted to reflect the
shares split discussed in Note 27 and Note 29.
As per the terms of the plan, the Board granted options to all eligible
Directors again in February 2002. These awards will vest after four years.
Optionees must pay 15% of the option price, which is the average closing
price of the shares for the last five trading days of year 2001, at the
time of exercising the option. The balance of 85% must be paid on or before
the vesting date. The resignation of a Director following his or her
exercise of the Grant of Options and payment of the Option Price shall not
cause a forfeiture of the unvested shares. All the eligible non-employee
Directors accepted the offer before February 28, 2002. The $50 received
towards the 15% of the option price was included in additional paid in
capital.
The Board granted options to all eligible directors again in February 2003.
These awards will vest after four years. Optionees must pay 10% of the
option price, which is the average closing price of the shares for the last
five trading days of year 2002, at the time of exercising the option. The
balance of 90% must be paid on or before the vesting date. The resignation
of a Director following his or her exercise of the grant of options and
payment of the option price shall not cause a forfeiture of the unvested
shares. Three eligible directors accepted the offer before February 28,
2003. The $30 received towards the 10% of the option price was included in
the additional paid in capital.
On May 8, 2003, shareholders approved the amendments to the 2000
Non-Employee Directors Share Option Plan to allow both employee and
non-employee Directors to participate in the plan. The plan was renamed as
Directors Purchase Plan by the Board of Directors on August 14, 2003.
Directors purchasing the shares under the plan pay 10% of the purchase
price which is the average closing price of the shares for the last five
trading days of year 2003, on or before February 28, 2004. The balance of
90% is paid by February 28, 2008 and the shares will be issued thereafter.
The resignation of a Director following his or her purchase of the shares
and payment of the 10% initial installment shall not cause a forfeiture of
the purchased shares. Six directors opted to purchase 24,200 shares each
and one director opted to purchase part of the 24,200 shares. The amount of
$92 received towards the 10% of the purchase price was included in the
additional paid in capital.
As per the terms of the Directors Purchase Plan, Directors purchasing the
shares under the plan in year 2005, pay 10% of the purchase price which is
the average closing price of the shares for the last five trading days of
the year 2004, on or before February 28, 2005. The balance of 90% is paid
by February 28, 2009 and the shares will be issued thereafter. The
resignation of a Director following his or her purchase of the shares and
payment of the 10% initial installment shall not cause a forfeiture of the
purchased shares. Five directors opted to purchase 22,000 shares each. The
amount of $118 received towards the 10% of the purchase price will be
included in the additional paid in capital.
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GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
25. Credit Facilities
The Company holds a Documentary Credit facility with the Hongkong and
Shanghai Banking Corporation Limited, for providing documentary credits to
the Company's suppliers. This facility has a maximum limit of $577. As at
December 31, 2004, the unutilized amount under this facility was
approximately $350. Hongkong and Shanghai Banking Corporation Limited has
also provided guarantees on behalf of the Company to the Company's
suppliers. As at December 31, 2004, such guarantees amounted to $3.
26. Other Commitments
The Company has entered into a number of licence agreements during the year
for its exhibition events amounting to $29,730 in payments over five (5)
years. The agreements are cancelable under Force Majeure conditions, and
with the consent of the other party but may be subject to a payment
penalty. As of December 31, 2004 the amount paid under these agreements was
$1,924. The amount paid will be expensed when the related events are held.
The Company also entered into several agreements for the event specific
promotion of our exhibition events amounting to $3,043 in payments over
four years. The amount paid under these agreements as of December 31, 2004
was $571.
27. Bonus Shares
On February 16, 2004, the Company announced a one for ten bonus share issue
on the Company's outstanding common shares. Shareholders of record on March
1, 2004 will receive one additional common share for every ten common
shares held, of face value of $0.01 each. The bonus share issue was
distributed in April 2004. All common shares and per-share amounts in the
consolidated financial statements and related notes have been retroactively
adjusted to reflect the one for ten bonus share issue for all periods
presented. In addition, the Company has reclassified $26 and $26 from
additional paid in capital to common share capital as of December 31, 2003
and 2004, respectively.
28. Reclassification
Certain prior-year amounts have been reclassified to conform to the
current-year presentation.
29. Post Balance Sheet Events
On March 1, 2005, the Company announced a one for ten bonus share issue on
the Company's outstanding common shares. Shareholders of record on March 4,
2005 will receive one additional common share for every ten common shares
held, of face value of $0.01 each. The bonus share issue will be
distributed on or about April 1, 2005. All common shares and per-share
amounts in the consolidated financial statements and related notes have
been retroactively adjusted to reflect the one for ten bonus share issue
for all periods presented. In addition, the Company has reclassified $29
and $29 from additional paid in capital to common share capital as of
December 31, 2003 and 2004, respectively.
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ITEM 9. THE OFFER AND LISTING
Price history of stock
The following table sets forth the high and low per share closing prices for our
common shares for the periods indicated, as adjusted for the one for ten bonus
share issues announced on February 16, 2004 and on March 1, 2005.
Period High Low
------ ---- ---
Year 2000 $81.72 $7.16
Year 2001 $9.21 $2.46
Year 2002 4.55 2.33
Year 2003 9.08 3.32
Year 2004 15.14 5.27
First Quarter 2003 4.34 3.39
Second Quarter 2003 4.95 3.32
Third Quarter 2003 9.08 3.93
Fourth Quarter 2003 8.18 5.72
First Quarter 2004 15.14 6.07
Second Quarter 2004 11.54 7.16
Third Quarter 2004 8.64 5.27
Fourth Quarter 2004 12.05 5.54
November 2004 10.24 5.62
December 2004 12.05 8.10
January 2005 11.93 9.09
February 2005 11.93 10.76
March 2005 18.68 9.23
April 2005 11.25 9.00
Markets
Our shares are listed and traded under the symbol "GSOL" on the Nasdaq National
Market.
ITEM 10. ADDITIONAL INFORMATION
Memorandum and Articles of Association
Description of shareholder rights attaching to our common shares
The following discussion of our common shares, and the laws governing the rights
of our shareholders, is based upon the advice of Appleby Spurling Hunter, our
Bermuda counsel.
Our authorized share capital consists of 50,000,000 common shares, par value
$0.01 per share. Effective April 1, 2005, we issued to all of our shareholders a
bonus share distribution of one share for every ten shares held as of March 4,
2005. As of May 1, 2005, we had 34,853,435 common shares issued and outstanding.
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o Holders of common shares have no preemptive, redemption, conversion or
sinking fund rights.
o Holders of common shares are entitled to one vote per share on all
matters submitted to a vote of holders of common shares and do not
have any cumulative voting rights.
o In the event of our liquidation, dissolution or winding-up, the
holders of common shares are entitled to share ratably in our assets,
if any, remaining after the payment of all our debts and liabilities.
o Our outstanding common shares are fully paid and non-assessable.
Non-assessable as that term is understood under Bermuda Law means in
relation to fully-paid shares of a company and subject to any contrary
provision in any agreement in writing between such company and the
holder of shares, that no shareholder shall be obliged to contribute
further amounts to the capital of the company, either in order to
complete payment for their shares, to satisfy claims of creditors of
the company, or otherwise; and no shareholder shall be bound by an
alteration of the memorandum of association or bye-laws of the company
after the date on which he became a shareholder, if and so far as the
alteration requires him to take, or subscribe for additional shares,
or in any way increases his liability to contribute to the share
capital of, or otherwise to pay money to, the company.
o Additional authorized but unissued common shares may be issued by the
board of directors without the approval of the shareholders.
The holders of common shares will receive dividends, if any, as may be declared
by the board of directors out of funds legally available for purposes. We may
not declare or pay a dividend, or make a distribution out of contributed
surplus, if there are reasonable grounds for believing that:
o we are, or after the payment would be, unable to pay our liabilities
as they become due; or
o the realizable value of our assets after such payment or distribution
would be less than the aggregate amount of our liabilities and our
issued share capital and share premium accounts.
The following is a summary of provisions of Bermuda law and our organizational
documents, including the bye-laws. We refer you to our memorandum of association
and bye-laws, copies of which have been filed with the SEC. You are urged to
read these documents for a complete understanding of the terms of the memorandum
of association and bye-laws.
Share Capital
Our authorized capital consists of one class of common shares. Under our
bye-laws, our board of directors has the power to issue any authorized and
unissued shares on such terms and conditions as it may determine. Any shares or
class of shares may be issued with such preferred, deferred, qualified or other
special rights or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise, as we may from time to time by resolution of the
shareholders prescribe.
Voting Rights
Generally, under Bermuda law and our bye-laws, questions brought before a
general meeting are decided by a simple majority vote of shareholders present or
represented by proxy. Each shareholder is entitled to one vote for each share
held. Matters will be decided by way of votes cast on a show of hands, unless a
poll is demanded.
If a poll is demanded, each shareholder who is entitled to vote and who is
present in person or by proxy has one vote for each common share entitled to
vote on such question. A poll may only be demanded under the bye-laws by:
o the chairman of the meeting;
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o at least three shareholders present in person or by proxy;
o any shareholder or shareholders present in person or by proxy and
holding between them not less than one-tenth of the total voting
rights of all shareholders having the right to vote at such meeting;
or
o a shareholder or shareholders present in person or represented by
proxy holding shares conferring the right to vote at such meeting,
being common shares on which an aggregate sum has been paid up equal
to not less than one-tenth of the total sum paid up on all such common
shares conferring such right.
No shareholder shall, unless the board of directors otherwise determines, be
entitled to vote at any general meeting unless all calls or other sums presently
payable by that shareholder in respect of all shares held by such shareholder
have been paid.
Dividend Rights
Under Bermuda law, a company may declare and pay dividends unless there are
reasonable grounds for believing that the company is, or would, after the
payment, be unable to pay its liabilities as they become due or that the
realizable value of the company's assets would thereby be less than the
aggregate of its liabilities and issued share capital and share premium
accounts.
Under our bye-laws, each share is entitled to a dividend if, as and when
dividends are declared by the board of directors. The board of directors may
determine that any dividend may be paid in cash or will be satisfied in paying
up in full in our common shares to be issued to the shareholders credited as
fully paid or partly paid. The board of directors may also pay any fixed cash
dividend which is payable on any of our common shares half-yearly or on other
dates, whenever our position, in the opinion of the board of directors,
justifies such payment.
Dividends, if any, on our common shares will be paid at the discretion of our
board of directors and will depend on our future operations and earnings,
capital requirements, surplus and general financial conditions, as our board of
directors may deem relevant.
We have not paid any cash dividends on our common shares since October 1999.
Previously, we paid dividends as a private company as a means to distribute
earnings to shareholders. Beginning in October 1999, we have focused on the
implementation of our growth plans, and we have retained earnings in furtherance
of such plans. Currently, we do not intend to pay dividends for the foreseeable
future in order to focus on our growth plans.
Purchase by a Company of its Own Common Shares
We may purchase our own common shares out of the capital paid up on the common
shares in question or out of funds that would otherwise be available for
dividend or distribution or out of the proceeds of a fresh issue of common
shares made for the purposes of the purchase. We may not purchase our shares if,
as a result, our issued share capital would be reduced below the minimum capital
specified in our memorandum of association.
However, to the extent that any premium is payable on the purchase, the premium
must be provided out of the funds of the company that would otherwise be
available for dividend or distribution or out of a company's share premium
account. Any common shares purchased by a company are treated as cancelled and
the amount of the company's issued capital is diminished by the nominal value of
the shares accordingly but shall not be taken as reducing the amount of the
company's authorized share capital.
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Preemptive Rights
Our bye-laws do not provide the holders of our common shares with preemptive
rights in relation to any issues of common shares held by us or any transfer of
our shares.
Variation of Rights
We may issue more than one class of shares and more than one series of shares in
each class. If we have more than one class of shares, the rights attached to any
class of shares may be altered or abrogated either:
o with the consent in writing of the holders of not less than
seventy-five percent of the issued common shares of that class; or
o with the sanction of a resolution passed at a separate general meeting
of the holders of such common shares, voting in proxy or present, at
which a quorum is present.
The bye-laws provide that a quorum for such a meeting shall be two persons
present in person or by proxy representing a majority of the shares of the
relevant class. The bye-laws specify that the creation or issue of shares
ranking on parity with existing shares will not, subject to any statement to the
contrary in the terms of issue of those shares or rights attached to those
shares, vary the special rights attached to existing shares.
Transfer of Common Shares
Subject to the "Transfer Restrictions" section below, a shareholder may transfer
title to all or any of his shares by completing an instrument of transfer in the
usual common form or in such other form as the board of directors may approve.
Transfer Restrictions
The board of directors may in its absolute discretion and without assigning any
reason refuse to register the transfer of any share that is not fully paid.
The board of directors may refuse to register an instrument of transfer of a
share unless it:
o is duly stamped, if required by law, and lodged with us;
o is accompanied by the relevant share certificate and such other
evidence of the transferor's right to make the transfer as the board
of directors shall reasonably require;
o has obtained, where applicable, permission of the Bermuda Monetary
Authority; and
o is in respect of one class of shares.
A "blanket" authorization has been obtained from the Bermuda Monetary Authority
for all transfers of our common shares between persons who are not resident in
Bermuda for exchange control purposes, provided our common shares remain listed
on an "appointed stock exchange" (which includes listing on the Nasdaq National
Market).
Transmission of Shares
In the event of the death of a shareholder, the survivor or survivors, where the
deceased shareholder was a joint holder, or the legal personal representative of
such shareholder, including executors and administrators, shall be the only
persons recognized by us as having any title to the shareholder shares.
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Disclosure of Interests
Our bye-laws provide that a director who has at least a five percent interest,
directly or indirectly, in an entity that is interested in a contract or
proposed contract or arrangement with us, shall declare the nature of such
interest at the first opportunity at a meeting of the board of directors, or by
writing to the board of directors. If the director has complied with the
relevant sections of the Companies Act and the bye-laws with regard to the
disclosure of his interest, the director may vote at a meeting of the board of
directors or a committee thereof on a contract, transaction or arrangement in
which that director is interested and he will be taken into account in
ascertaining whether a quorum is present.
Under Bermuda law, directors individually do not have exerciseable borrowing
rights, unless the bye-laws provide otherwise. Our bye-laws do not provide for
borrowing rights or credit limits for individual directors. The board of
directors may approve borrowings at their meetings, and between meetings the
executive committee of the board may approve borrowings.
Rights in Liquidation
Under Bermuda law, in the event of liquidation, dissolution or winding-up of a
company, after satisfaction in full of all claims of creditors and subject to
the preferential rights accorded to any series of preferred stock, the proceeds
of such liquidation, dissolution or winding-up are distributed among the holders
of shares in accordance with a company's bye-laws.
Under our bye-laws, if we are wound up, the liquidator may, with the sanction of
a resolution from us and any sanction required by the Companies Act, divide
amongst the shareholders in specie or kind the whole or part of our assets,
whether they shall consist of property of the same kind or not and may for such
purposes set such values as he deems fair upon any property to be divided as set
out above and may determine how such division shall be carried out as between
the shareholders.
Meetings of Shareholders
Under Bermuda law, a company is required to convene at least one general meeting
per calendar year. The directors of a company, notwithstanding anything in its
bye-laws, shall, on the requisition of the shareholders holding at the date of
the deposit of the requisition not less than one-tenth of the paid-up capital of
the company carrying the right of vote, duly convene a special general meeting.
The bye-laws provide that the board of directors may convene a special general
meeting whenever in their judgment such a meeting is necessary. Unless the
bye-laws of a company specify otherwise, Bermuda law requires that shareholders
be given at least five days' notice of a meeting of the company. Our bye-laws
extend this period to provide that at least 21 days' written notice of a general
meeting must be given to those shareholders entitled to receive such notice. The
accidental omission to give notice to or non-receipt of a notice of a meeting by
any person does not invalidate the proceedings of a meeting.
Under Bermuda law the number of shareholders constituting a quorum at any
general meeting of shareholders may not be less than two individuals. Our
bye-laws add to this quorum requirement to provide that no business can be
transacted at a general meeting unless a quorum of at least two shareholders
representing a majority of the issued shares of the company are present in
person or by proxy and entitled to vote. A shareholder present at a general
meeting or a meeting of a class of shareholders in person or by proxy shall be
deemed to have received appropriate notice of the meeting.
Under our bye-laws, notice to any shareholders may be delivered either
personally, by electronic means or by sending it through the post, by airmail
where applicable, in a pre-paid letter addressed to the shareholder at his
address as appearing in the share register or by delivering it to, or leaving it
at such registered address or, in the case of delivery by electronic means, by
delivering it to the shareholder at such address as may be provided to the
80
company by the shareholder for such purpose. A notice of a general meeting is
deemed to be duly given to the shareholder if it is sent to him by cable, telex,
telecopier or electronic means.
Access to Books and Records and Dissemination of Information
Under Bermuda law, members of the general public have the right to inspect the
public documents of a company available at the office of the Bermuda Registrar
of Companies. These documents include the memorandum of association and any
alteration to the memorandum of association.
Our shareholders and directors have the additional right to inspect our minute
books and our audited financial statements, which must be presented at an annual
general meeting.
Our bye-laws provide that our register of shareholders is required to be open
for inspection during normal business hours by shareholders without charge and
to members of the general public on the payment of a fee. A company is required
to maintain its share register in Bermuda but may, subject to the provisions of
the Companies Act, establish a branch register outside of Bermuda. We have
established a branch register with our transfer agent, Mellon Investor Services,
LLC, at 85 Challenger Road, Ridgefield Park, NJ 07660, USA.
Under Bermuda law, a company is required to keep at its registered office a
register of its directors and officers that is open for inspection for not less
than two hours in each day by members of the public without charge. Our bye-laws
extend this obligation to provide that the register of directors and officers be
available for inspection by the public during normal business hours. Bermuda law
does not, however, provide a general right for shareholders to inspect or obtain
copies of any other corporate records.
Election or Removal of Directors
The bye-laws provide that the number of directors will be such number not less
than two, as our shareholders by resolution may from time to time determine. A
director will serve until his successor is appointed or his prior removal in the
manner provided by the Companies Act or the bye-laws. Our bye-laws provide that
at each annual general meeting one-third of the directors will retire from
office on a rotational basis based on length of time served. A director is not
required to hold shares in a company to qualify to join the board, and once
appointed may sit on the board regardless of age, unless the bye-laws provide
otherwise. Our bye-laws do not require qualifying shares to join the board and
do not set age limits for directors who serve on the board. All directors must
provide written acceptance of their appointment within thirty days of their
appointment.
The board has the power at any time and from time to time to appoint any
individual to be a director so as to fill a casual vacancy. The board may
approve the appointment of alternate directors.
We may, in a special general meeting called for this purpose, remove a director,
provided notice of such meeting is served upon the director concerned not less
than fourteen days before the meeting and he shall be entitled to be heard at
that meeting.
The office of a director will be vacated in the event of any of the following:
o if he resigns his office by notice in writing to be delivered to our
registered office or tendered at a meeting of the board of directors;
o if he becomes of unsound mind or a patient for any purpose of any
statute or applicable law relating to mental health;
o if he becomes bankrupt under the law of any country or compounds with
his creditors;
o if he is prohibited by law from being a director; or
81
o if he ceases to be a director by virtue of the Companies Act or is
removed from office pursuant to the bye-laws.
Amendment of Memorandum of Association and Bye-Laws
Bermuda law provides that the memorandum of association of a company may be
amended by resolution of the board subject to approval by a resolution passed at
a general meeting of which due notice has been given. An amendment to a
memorandum of association does not require the consent of the Minister of
Finance save for specific circumstances, for example, the adopting of any
objects which constitute restricted business activities under the Companies Act.
Under Bermuda law, the holders of:
o an aggregate of not less than twenty percent in par value of a
company's issued share capital or any class thereof, or
o not less in the aggregate than twenty percent of the company's
debentures entitled to object to alterations to its memorandum of
association,
have the right to apply to the Supreme Court of Bermuda for an annulment of any
amendment of the memorandum of association. Where such an application is made,
the amendment becomes effective only to the extent that it is confirmed by the
Bermuda Supreme Court. An application for an annulment of an amendment of the
memorandum of association must be made within twenty-one days after the date on
which the resolution altering the memorandum of association is passed and may be
made on behalf of the persons entitled to make the application by one or more of
their number as they may appoint in writing for the purpose. No such application
may be made by persons voting in favor of the amendment or any persons who have
given to the company a statement in writing duly signed that he, having had
notice, consents to the alteration.
Our bye-laws provide that they may be amended in the manner provided for in the
Companies Act. The Companies Act provides that the directors may amend the
bye-laws, provided that any such amendment shall be operative only to the extent
approved by the shareholders.
Transactions with Interested Shareholders
Our bye-laws prohibit us from engaging in a business combination with any
interested shareholder unless the business combination is approved by two-thirds
of the holders of our voting shares (other than shares held by that interested
shareholder), or by a simple majority if the business combination is approved by
a majority of continuing directors or if certain prescribed conditions are met
assuring that we will receive fair market value in exchange for such business
combination. In this context, a "business combination" includes mergers, asset
sales and other material transactions resulting in a benefit to the interested
shareholder or the adoption of a plan for our liquidation or dissolution; a
"continuing director" is a member of our board of directors that is not an
affiliate or associate of an interested shareholder and was a member of our
board prior to such person becoming an interested shareholder; and an
"interested shareholder" is any person (other than us or any of our
subsidiaries, any employee benefit or other similar plan or any of our
shareholders that received our shares in connection with our share exchange in
2000 prior to the listing of our shares on the Nasdaq National Market) that owns
or has announced its intention to own, or with respect to any of our affiliates
or associates, within the prior two years did own, at least 15% of our voting
shares.
Appraisal Rights and Shareholder Suits
Amalgamation
The Companies Act provides that, subject to the terms of a company's bye-laws,
the amalgamation of a Bermuda company with another company requires the
amalgamation agreement to be approved by the board of directors and
82
at a meeting of the shareholders by seventy-five percent of the members present
and entitled to vote at that meeting in respect of which the quorum shall be two
persons holding or representing at least one-third of the issued shares of the
company or class, as the case may be.
Our bye-laws alter the majority vote required and provide that any resolution
submitted for the consideration of shareholders at any general meeting to
approve a proposed amalgamation with another company requires the approval of
two-thirds of the votes of disinterested shareholders cast at such meeting.
Under Bermuda law, in the event of an amalgamation of a Bermuda company, a
shareholder who did not vote in favor of the amalgamation and who is not
satisfied that fair value has been offered for such shareholder's shares, may
apply to a Bermuda court within one month of notice of the meeting of
shareholders to appraise the fair value of those shares.
Class Actions and Derivative Actions
Class actions and derivative actions are generally not available to shareholders
under Bermuda law. Under Bermuda law, a shareholder may commence an action in
the name of a company to remedy a wrong done to the company where the act
complained of is alleged to be beyond the corporate power of the company, or is
illegal or would result in the violation of the company's memorandum of
association or bye-laws. Furthermore, consideration would be given by a Bermuda
court to acts that are alleged to constitute a fraud against the minority
shareholders or, for instance, where an act requires the approval of a greater
percentage of the company's shareholders than those who actually approved it.
When the affairs of a company are being conducted in a manner which is
oppressive or prejudicial to the interests of some part of the shareholders, one
or more shareholders may apply to a Bermuda court, which may make such order as
it sees fit, including an order regulating the conduct of the company's affairs
in the future or ordering the purchase of the shares of any shareholders, by
other shareholders or by the company.
Capitalization of Profits and Reserves
Under our bye-laws, the board of directors may resolve to capitalize all or any
part of any amount for the time being standing to the credit of any reserve or
fund which is available for distribution or to the credit of our share premium
account; and accordingly make that amount available for distribution among the
shareholders who would be entitled to it if distributed by way of a dividend in
the same proportions and on the footing that the same may be paid not in cash
but be applied either in or towards:
o paying up amounts unpaid on any of our shares held by the
shareholders; or
o payment up in full of our unissued shares, debentures, or other
obligations to be allotted and credited as fully paid amongst such
shareholders.
As a proviso to the foregoing, the share premium account may be applied only in
paying up unissued shares to be issued to shareholders credited as fully paid,
and provided, further, that any sum standing to the credit of a share premium
account may only be applied in crediting as fully paid shares of the same class
as that from which the relevant share premium was derived.
Registrar or Transfer Agent
Our transfer agent and registrar is Mellon Investor Services, LLC. In addition
to a register held by Mellon Investor Services, a register of holders of the
shares is maintained by Appleby Spurling Hunter in Bermuda located at Canon's
Court, 22 Victoria Street, Hamilton HM 12 Bermuda.
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Untraced Shareholders
We are entitled to sell the common shares of a person entitled to such common
shares provided such person goes untraced for a period of 12 years. We shall be
held to account to the rightful holder of such common shares for an amount equal
to the proceeds of sale. Any dividend or distribution out of contributed surplus
unclaimed for a period of six years from the date of declaration of that
dividend or distribution shall be forfeited and shall revert to us and the
payment by the board of directors of any unclaimed dividend, distribution,
interest or other sum payable on or in respect of the common share into a
separate account shall not constitute us a trustee in respect thereof.
Personal Liability of Directors and Indemnity
The Companies Act requires every officer, including directors, of a company in
exercising powers and discharging duties, to act honestly in good faith with a
view to the best interests of the company, and to exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances. The Companies Act further provides that any provision whether in
the bye-laws of a company or in any contract between the company and any officer
or any person employed by the company as auditor exempting such officer or
person from, or indemnifying him against, any liability which by virtue of any
rule of law would otherwise attach to him, in respect of any fraud or dishonesty
of which he may be guilty in relation to the company, shall be void.
Every director, officer, resident representative and committee member shall be
indemnified out of our funds against all liabilities, loss, damage or expense,
including liabilities under contract, tort and statute or any applicable foreign
law or regulation and all reasonable legal and other costs and expenses properly
payable, incurred or suffered by him as director, officer, resident
representative or committee member; provided that the indemnity contained in the
bye-laws will not extend to any matter which would render it void under the
Companies Act as discussed above.
Material Contracts
We believe that there are only two material contracts outstanding.
During the third quarter of 2004, we entered into an agreement to purchase
approximately 9,000 square meters of office space in the Shenzhen International
Chamber of Commerce Tower in Shenzhen, Guangdong province, People's Republic of
China, at a purchase price of approximately $19.0 million. Full payment of the
purchase price was made during 2004, the physical handover of the premises
occurred on or around March 30, 2005 and we anticipate receiving the title
certificates around mid-year 2005.
During the first quarter of 2004, we entered into a number of license agreements
for our exhibition events amounting to approximately $29.7 million in payments
over five years. The agreements are cancelable under Force Majeure conditions,
and with the consent of the other party but may be subject to a payment penalty.
As of December 31, 2004, the amount paid under these agreements was
approximately $1.9 million.
We do not believe any of our other contracts to be material to the operation of
our company, taken as a whole.
Exchange Controls
Bermuda Law
We have been designated as a non-resident under the Exchange Control Act of 1972
by the Bermuda Monetary Authority. This designation will allow us to engage in
transactions in currencies other than the Bermuda dollar.
The Registrar of Companies (Bermuda) has neither approved nor disapproved of the
securities to which this document relates, nor passed on the accuracy or
adequacy of this document and accepts no responsibility for the financial
soundness of any proposals or the correctness of any statements made or opinions
expressed with regard to such securities. Approvals or permissions received from
the Bermuda Monetary Authority do not constitute a guarantee
84
by the Bermuda Monetary Authority as to our performance or our creditworthiness.
Accordingly, in giving such approvals or permissions, the Bermuda Monetary
Authority will not be liable for our performance or default or for the
correctness of any opinions or statements expressed in this document.
The transfer of common shares between persons regarded as resident in Bermuda
for exchange control purposes and the issue of common shares to such persons may
be effected without specific consent under the Exchange Control Act and
regulations thereunder. Issues and transfers of common shares to any person
regarded as non-resident in Bermuda for exchange control purposes require
specific prior approval from the Bermuda Monetary Authority under the Exchange
Control Act.
There are no limitations on the rights of persons regarded as non-resident of
Bermuda for foreign exchange control purposes owning our shares. Because we have
been designated as a non-resident for Bermuda exchange control purposes, there
are no restrictions on our ability to transfer funds, other than funds
denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to
non-Bermuda residents who are holders of our shares, other than in respect of
local Bermuda currency.
Under Bermuda law, share certificates are only issued in the names of
corporations, partnerships or individuals. In the case of an applicant acting in
a special capacity, for example an executor or a trustee, certificates may, at
the request of the applicant, record the capacity in which the applicant is
acting.
Notwithstanding the recording of any such special capacity, we are not bound to
investigate or incur any responsibility in respect of the proper administration
of any such estate or trust.
We will take no notice of any trust applicable to any of our common shares
whether or not we had notice of such trust.
As an "exempted company," we are exempt from Bermuda laws which restrict the
percentage of share capital that may be held by non-Bermudians. However, as an
exempted company we may not participate in designated business transactions,
including:
o the acquisition or holding of land in Bermuda (except that required
for our business and held by way of lease or tenancy agreement for a
term not exceeding 50 years or, with the consent of the Minister
granted in his discretion, land held by way of lease or tenancy for a
term of not more than 21 years in order to provide accommodation or
recreational facilities for our officers and employees);
o the taking of mortgages on land in Bermuda to secure an amount in
excess of $50,000 without the consent of the Minister of Finance of
Bermuda;
o the acquisition of bonds or debentures secured on land in Bermuda,
unless they are issued by the Bermuda Government or a public
authority; or
o the carrying on of business of any kind in Bermuda, except in
furtherance of our business carried on outside Bermuda or under a
license granted by the Minister of Finance of Bermuda.
Taxation
Bermuda Taxation
We have received from the Minister of Finance a written undertaking under the
Exempted Undertakings Tax Protection Act, 1996 (as amended) of Bermuda, to the
effect that in the event of there being enacted in Bermuda any legislation
imposing tax computed on profits or income, or computed on any capital asset,
gain or appreciation, or any tax in the nature of estate duty or inheritance
tax, then the imposition of any such tax shall not be applicable to us or to any
of our operations or to our shares, debentures or other obligations until March
85
28, 2016. These assurances are subject to the proviso that they are not
construed so as to prevent the application of any tax or duty to such persons as
are ordinarily resident in Bermuda or to prevent the imposition of property
taxes on any company owning real property or leasehold interests in Bermuda.
Currently there is no Bermuda withholding tax on dividends that may be payable
by us in respect to the holders of our common shares. No income, withholding or
other taxes or stamp duty or other duties are imposed upon the issue, transfer
or sale of the shares or on any payment thereunder. There is no income tax
treaty between Bermuda and the United States.
Documents On Display
Where You May Find More Information
We are required to comply with the reporting requirements of the Securities
Exchange Act of 1934, as amended, applicable to a foreign private issuer. We
will file annually a Form 20-F no later than six months after the close of our
fiscal year, which is December 31. As a foreign private issuer, we are exempt
from the rules under the Exchange Act prescribing the furnishing and content of
proxy statements, and our officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. We will furnish our shareholders with annual
reports, which will include a review of operations and annual audited
consolidated financial statements prepared in conformity with U.S. GAAP. We
intend, although we are not obligated to do so, to furnish our shareholders with
quarterly reports by mail with the assistance of a corporate services provider,
which will include unaudited interim financial information prepared in
conformity with U.S. GAAP for each of the three quarters of each fiscal year
following the end of each such quarter. We may discontinue providing quarterly
reports at any time without prior notice to our shareholders.
Our reports and other information, when so filed, may be inspected and copied at
the public reference facilities maintained by the Securities and Exchange
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549. Copies of such material may be obtained from the Public Reference
Section of the Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
These reports and other information may also be inspected at the offices of the
Nasdaq National Market, 1735 K Street, N.W., Washington, D.C. 20006.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We operate internationally and foreign exchange rate fluctuations may have a
material impact on our results of operations. Historically, currency
fluctuations have been minimal on a year-to-year basis in the currencies of the
countries where we have operations. As a result, foreign exchange gains or
losses in revenues and accounts receivable have been offset by corresponding
foreign exchange losses or gains arising from expenses. However, during the
Asian economic crisis of 1997 to 1998, both advertising sales and the value of
Asian currencies declined, which caused a significant decline in revenues that
was not fully offset by lower expense levels in Asian operations.
This decline in revenues occurred due to contracts being denominated and priced
in foreign currencies prior to devaluations in Asian currencies. The conversion
of these contract proceeds in U.S. dollars resulted in losses and reflects the
foreign exchange risk assumed by us between contract signing and the conversion
of cash into U.S. dollars. We believe this risk is mitigated because
historically a majority (ranging between 55% and 65%) of our revenues are
denominated in U.S. dollars or are received in the Hong Kong currency, which is
currently pegged to the U.S. dollar and the Chinese currency, which is
informally pegged to the U.S. dollar. To the extent significant currency
fluctuations occur in the New Taiwan dollar, and Chinese Renminbi or other Asian
currencies, or if the Hong Kong dollar is no longer pegged to the U.S. dollar,
our profits would be affected.
As of December 31, 2004, we have not engaged in foreign currency hedging
activities.
86
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES - (Not
applicable)
PART II
All financial information contained in this document is expressed in United
States dollars, unless otherwise stated.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES - (Not applicable)
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS - (Not applicable)
ITEM 15. CONTROLS AND PROCEDURES
We maintain a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by the Company in report that it files or
submits under the U.S. Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. There are inherent
limitations to the effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the circumvention or
overriding of the controls and procedures. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives. Within the 90-day period prior to the filing
of this report, an evaluation was carried out under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our
disclosure controls and procedures. Based on that evaluation, the CEO and CFO
have concluded that our disclosure controls and procedures,as of December 31,
2004, were effective.
Subsequent to the date of their evaluation, there have been no significant
changes in our internal controls or in other factors that could significantly
affect these controls.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our audit committee financial expert is Roderick Chalmers, an independent
director.
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Ethics that applies to our chief executive officer,
chief financial officer, chief accounting officer or controller and other
persons performing similar functions. Our Code of Ethics is available on our
website at www.corporate.globalsources.com.
During 2004, the Company did not grant any waiver, including any implicit
waiver, from any provision of the Code of Ethics to the chief executive officer,
chief financial officer, chief accounting officer or controller or other person
performing similar functions.
87
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate audit fees, audit-related fees, tax
fees of our principal accountants and all other fees billed for products and
services provided by our principal accountants for each of the fiscal years 2003
and 2004:
Year ended
December 31,
----------------------------
2004 2003
---------- -----------
Audit fees............................. $ 226,716 $ 203,790
Audit-related fees..................... -- --
---------- -----------
Total............................. $ 226,716 $ 203,790
Tax fees............................... 1,500 3,000
All other fees......................... 158,595 94,036
---------- -----------
Total fees........................ $ 386,811 $ 300,826
========== ===========
Audit fees include fees associated with the review of the Company's annual
financial statements and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for those
fiscal years.
Tax fees for tax compliance, tax advice and tax planning consisted of
preparation of tax returns and filing fees for a subsidiary.
All other fees for year 2003 consisted mainly of cyber process certification for
the Company's management's assertions on the computation of the number of
Community membership, security consultancy services for the review of network
infrastructure, mail server review and outsourced information technology
security management services. For year 2004, such fees consisted mainly of cyber
process certification for the Company's management's assertions on the
computation of the number of community membership, outsourced information
technology security management services, due diligence for a proposed investment
and review of tax status.
Audit Committee's pre-approval policies and procedures
Our Audit Committee nominates and engages our independent auditors to audit our
financial statements. Our Audit Committee also requires management to obtain the
Audit Committee's approval on a case-by-case basis before engaging our
independent auditors to provide any audit or permitted non-audit services to us
or our subsidiaries.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES - (Not
applicable)
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS - (Not applicable)
PART III
All financial information contained in this document is expressed in United
States dollars, unless otherwise stated.
ITEM 17. FINANCIAL STATEMENTS - (Not applicable)
ITEM 18. FINANCIAL STATEMENTS
As provided in Item 8, the Company has presented financial statements in
accordance with U.S. accounting standards in lieu of Item 18.
88
ITEM 19. EXHIBITS
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.1 Memorandum of Association of the Company. *
1.2 Bye-laws of the Company. *
1.3 Amendments to the Bye-Laws of Global Sources Ltd., as approved at the
May 6, 2002 Annual General Meeting of Shareholders. ++
2.1 Specimen Certificate. *
4.2 Form of executive officer employment agreement. *
4.3 Employment Agreement dated November 1, 1999, by and between Trade
Media Holdings Limited and Merle Hinrichs. *
4.4 Amendment to Employment Agreement dated January 19, 2000, between
Trade Media Holdings Limited and Merle Hinrichs. *
4.5 Employment Agreement dated as of January 29, 2000, by and between LER
Corporation and Merle Hinrichs. *
4.6 Form of Restricted Stock Award and Agreement, dated as of January 29,
2000, by and between LER Corporation and Merle Hinrichs. *
4.7 Amendment No.1 to Restricted Stock Award and Agreement dated as of
February 29, 2000, by and between LER Corporation and Merle Hinrichs.*
4.8 Form of The Global Sources Employee Equity Compensation Plan No. I. *
4.9 Form of The Global Sources Employee Equity Compensation Plan No. II. *
4.10 Form of The Global Sources Employee Equity Compensation Plan No. III.*
4.18 Form of The Global Sources Employee Equity Compensation Plan No. IV.**
4.19 Form of The Global Sources Employee Equity Compensation Plan No. V.**
4.20 Form of The Global Sources Employee Equity Compensation Plan No.
VI.***
4.21 Form of The Global Sources Employee Equity Compensation Plan No.
VII.*****
4.22 Global Sources' Code of Ethics (approved and adopted by the Board of
directors on March 7, 2003). ###
4.23 Form of The Global Sources Employee Equity Compensation Plan No. V
(Amended). *****
4.24 Placement Agency Agreement dated March 17, 2005, between the Company
and W.R. Hambrecht & Co. LLC. ####
4.25 Form of Purchase Agreement between the Company and certain purchasers
of the common shares. ####
4.26 Shenzhen International Chamber of Commerce Tower Subscription
Agreement dated July 5, 2004 (English translation).
4.27 Real Estate Sales Contract of Shenzhen (Presale) dated August 31, 2004
(English translation).
4.28 Supplemental Agreement to the Contract on Purchasing Shenzhen
International Commercial Chamber Center Premises dated August 31, 2004
(English translation).
4.29 Summary Table of Property Units and Payment Amounts.
4.30 Supplementary Agreement Concerning Alteration of Payment Method dated
December 3, 2004 (English translation).
8.1 Subsidiaries of Global Sources Ltd.
12.1 Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
12.2 Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
13.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes -
Oxley Act of 2002.
13.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes -
Oxley Act of 2002.
14.1 Consent of Independent Accountants for incorporation of their report
filed with Form 6-K into the Company's previously filed Registration
Statements File No. 333-59058 and 333-62132. ****
14.2 Changes in Registrant's Certifying Accountant. +++
14.3 Letter to the SEC from the Company pursuant to SEC Release No.
33-8070, dated April 9, 2002. ****
14.4 Consent of Independent Accountants for incorporation of their report
filed under Form 20-F into the Com-
89
pany's previously filed Registration Statements File No. 333-104426
and 333-59058.
14.5 Press release dated February 16, 2004 to announce the bonus share
issue by Global Sources Ltd. ##
14.6 Press release dated March 1, 2005 to announce the bonus share issue by
Global Sources Ltd. #####
___________________
* Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd.
filed with the Securities and Exchange Commission on June 30, 2000.
** Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd.
filed with the Securities and Exchange Commission on April 5, 2001.
*** Incorporated by reference to Form S-8 Registration Statement filed with the
Securities and Exchange Commission on June 1, 2001.
**** Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on April 25, 2002.
***** Incorporated by reference to Form S-8 Registration Statement filed with
the Securities and Exchange Commission on April 10, 2003.
+ Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd.
filed with the Securities and Exchange Commission on April 30, 2002.
++ Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on May 6, 2002.
+++ Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on August 13, 2002.
# Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd.
filed with the Securities and Exchange Commission on May 05, 2003.
## Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on February 18, 2004.
### Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd.
filed with the Securities and Exchange Commission on May 4, 2004.
#### Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on March 21, 2005.
##### Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on March 8, 2005.
90
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
GLOBAL SOURCES LTD.
By: /s/ EDDIE HENG
------------------------------------------------
Eddie Heng, Director and Chief Financial Officer
Date: May 13, 2005
91
Exhibit 4.26
SHENZHEN INTERNATIONAL CHAMBER OF COMMERCE TOWER
SUBSCRIPTION AGREEMENT
Seller (Party A): Shenzhen Rongchao Real Estate Development Co., Ltd.
Address: 3/F, Shenzhen International Chamber of Commerce Tower, Fuhua 1 Road,
Shenzhen
Tel: 83836999
Subscription No.:
Subscriber (Party B):Global City Properties Limited
Legal Representative:_______________ ID/Passport No.: _________________________
Tel: ___________________ Fax: _________________
Mail Address: __________________________________________________________________
In pursuance with national real estate laws and commodity house sales
management regulations, and related regulations of Shenzhen on real estates,
Party A and Party B reach the Subscription Agreement based on mutual consultancy
and free will concerning Party B's subscription of a Flat in "Shenzhen
International Chamber of Commerce Tower".
I. The real estate named "Shenzhen International Chamber of Commerce Tower" put
up for sale by Party A is located at the Inter-junction of Fuhua 3 Road and
Yitian Road, Futian District, Shenzhen. Number of the Permit for Real Estate
Presale is S(F) FXZi (2003) 015.
II. Party B subscribes 32 flats at the Floor 33, 34, 35, and 36 of Shenzhen
International Chamber of Commerce Tower, which covers a building area of 8998.40
square meters, including an Inside-Flat area of 6429.32 square meters. The
payment method in the 1st section of clause V shall apply, and Party B is
entitled to the agreed discounted price.
III. Based on the discount granted to Party B as prescribed in clause II herein,
the unit price for the Flat is RMB(Y) (in capital) Seventeen thousand and five
hundred (in figure: RMB(Y) 17500.00), and the total amount is RMB(Y) One Hundred
fifty-seven million Four Hundred and seventy-two Thousand (in capital) (in
figure: RMB(Y) 157,472,000.00).
IV. Within three [3] working days upon signing this Subscription Agreement,
Party B shall pay RMB(Y) (in capital) Two million (in figure:
RMB(Y)2,000,000.00) as the deposit money for signing "Real
92
Estate Sales Contract of Shenzhen (Presale)". After signing "Real Estate Sales
Contract of Shenzhen (Presale)", the deposit will be reckoned in the first
payment payable by Party B.
V. Party A and Party B shall sign the "Real Estate Sales Contract of Shenzhen
(Presale)" before 16, August 2004, and the contract shall contain the following
terms:
1. The method of payment
The method of payment for this contract is bank mortgage loan. Party B shall pay
the first installment of the flat within three [3] working days when the
contract become effective, which is RMB(Y)(in capital) Sixty-three million one
hundred and seventy-two thousand (in figure: RMB(Y) 63,172,000.00) according to
the agreement of the "Real Estate Sales Contract of Shenzhen (Presale)". The
other installments, which is RMB(Y)/ (in capital) Ninety-three million and three
hundred thousand (in figure: RMB(Y)94,300,000.00) will be made by mortgage loan
and the mortgage loan formalities will be completed within the time limited
provided in the "Real Estate Sales Contract of Shenzhen (Presale)".
2. Others
Party A warrants that the subscribed flat by party B shall fulfill the following
conditions (party A shall not request party B for any additional payment,
regardless of whether such conditions are the original design of party A), and
the conditions shall constitute the terms of the "Real Estate Sales Contract of
Shenzhen (Presale)":
(1) The subscribed flat should contain the following facilities and
standards: A. electricity facility, B. network facility, C.
communication facility, D. others (see Appendix 1 "The material
provided to Global Sources regarding the internet and electronic
power" for details").
(2) Except for the original designed washroom of the subscribed flat by
party B, there will be ten more lavatories (five for gentlemen and
five for ladies) for each floor. The standard of the newly added
washroom will not be lower than the original standard.
VI. If the "Real Estate Sales Contract of Shenzhen (Presale)"cannot be signed
for the failure of Party B, Party A has the right to rescind the Subscription
Agreement upon written notice to Party B without returning the deposit money
indicated in clause IV herein, RMB(Y) Two million (in capital) (in figure:
RMB(Y)2,000,000.00), and can sell the Flat subscribed by Party B to any third
party. Party A agrees that except for forfeiting the deposit, there will be no
other claims against party B
VII. If the "Real Estate Sales Contract of Shenzhen (Presale)" cannot be signed
for the failure of Party A, Party B shall have the right to terminate the
Subscription Agreement. Party A shall return the deposit paid by party B in
double within 5 days after the Subscription Agreement is terminated.
93
If Party A sells the Flat to other party rather than Party B after signing the
Subscription Agreement for any reason, Party B shall have the right to terminate
the Subscription Agreement. Party A shall return the deposit paid by Party B in
5 times within 5 days after the Subscription Agreement is terminated.
VIII. Party B is responsible for updating its address and telephone number
specified in the Subscription Agreement. In case of any change to the address or
telephone number, it shall inform Party A in written notice on the second day of
the change. Party B shall bear responsibility arising from any incorrect address
or telephone number or delayed notice of the change to Party A.
X. The Subscription Agreement is made in three originals of equal force,
effective from the date Party A and Party B sign and stamp on it, and shall
automatically become cancelled and superseded by the "Real Estate Sales Contract
of Shenzhen (Presale)", once such Contract has been signed.
Party A: Shenzhen Rongchao Real Estate Development Co., Ltd.
Representative:
Handled by:
Party B: Global City Properties Limited
Representative:
Date of Signing: July 5, 2004.
94
Exhibit 4.27
REAL ESTATE SALES CONTRACT OF SHENZHEN
(Presale)
S(F)WYMZi (2004) No. ______________
The Seller: Shenzhen Rongchao Real Estate Development Co., Ltd.
Address: Shenzhen International Commercial Chamber Center Building, Fuhua 1
Road, Futian District,
Shenzhen
Tel: 0755 83836999
Business Licence No.: SHENFUSIZIS06302
Qualification Certificate No.: NUMBER 67 of THE YEAR of 2004
Legal Representative: Yang Rongyi
Identification Card / Passport No.: 440301631001171
Authorized Proxy: Nationality:_______________
Identification Card / Passport No.: Tel:_______________________
Address:________________________________________________________________________
The Seller:_____________________________________________________________________
Address: ______________________________________ Tel:_______________________
Business Licence No.:___________________________________________________________
Qualification Certificate No.:__________________________________________________
Legal Representative:___________________________________________________________
Identification Card / Passport No.:_____________________________________________
Authorized Proxy: Nationality:_______________
Identification Card / Passport No.: Tel:_______________________
Address:________________________________________________________________________
The Seller:_____________________________________________________________________
Address: _____________________________________ Tel:_______________________
Business Licence No.:___________________________________________________________
Qualification Certificate No.:__________________________________________________
Legal Representative:___________________________________________________________
Identification Card / Passport No.:_____________________________________________
95
Authorized Proxy:____________________________ Nationality:_______________
Identification Card / Passport No.:__________ Tel:_______________________
Address:________________________________________________________________________
The Seller:_____________________________________________________________________
Address: _____________________________________ Tel:_______________________
Business Licence No.:___________________________________________________________
Qualification Certificate No.:__________________________________________________
Legal Representative:___________________________________________________________
Identification Card / Passport No.:_____________________________________________
Authorized Proxy:_____________________________ Nationality:_______________
Identification Card / Passport No.:___________ Tel:_______________________
Address:________________________________________________________________________
The Buyer:____________________________________ Nationality:_______________
Identification Card / Passport No.:___________ Tel:_______________________
Address:______________________________________ Share Owned:_______________
Name of Company or Organization: Global City Properties Limited
Address: c/o Media Data System Pte Ltd, 1Sims Lane #08-01, Singapore 389355
Legal Representative: Eddie Heng Tel: (65) 65472850
Identification Card / Passport No.: Malaysia I.D. A12980338
Authorized Proxy: Chan Tak Nationality: Hong Kong, China
Identification Card / Passport No.: H01701580 Tel: (852) 25554857
Address: C/O 22/F VITA TOWER, 29 WONG CHUK HANG ROAD, Hong Kong
The Buyer:____________________________________ Nationality:_______________
Identification Card / Passport No.:___________ Tel: ______________________
Address:______________________________________ Share Owned:_______________
Name of Company or Organization:________________________________________________
Address:________________________________________________________________________
Legal Representative:________________________ Tel:_______________________
Identification Card / Passport No.:_____________________________________________
Authorized Proxy:____________________________ Nationality:_______________
Identification Card / Passport No.:__________ Tel:_______________________
Address:________________________________________________________________________
96
The Buyer:_________________________________ Nationality:_______________
Identification Card / Passport No.:________ Tel:_______________________
Address:___________________________________ Share Owned:_______________
Name of Company or Organization:________________________________________________
Address:________________________________________________________________________
Legal Representative:______________________ Tel:_______________________
Identification Card / Passport No.:_____________________________________________
Authorized Proxy:__________________________ Nationality:_______________
Identification Card / Passport No.:________ Tel:_______________________
Address:________________________________________________________________________
The Buyer:_________________________________ Nationality:_______________
Identification Card / Passport No.:________ Tel:_______________________
Address:___________________________________ Share Owned:_______________
Name of Company or Organization:________________________________________________
Address:________________________________________________________________________
Legal Representative:______________________ Tel:_______________________
Identification Card / Passport No.:_____________________________________________
Authorized Proxy:__________________________ Nationality:_______________
Identification Card / Passport No.:________ Tel:_______________________
Address:
Clause 1 This contract is entered into between the seller and the buyer on the
basis of equity, free will and mutual agreement in pursuance with (Contract Law
of the People's Republic of China, Law of the People's Republic of China on
Urban Real Estate Administration) and other applicable laws and regulations.
Clause 2 According to the "Contract on Land-use Right Transfer" SDHZi (2001)
No.9018 and the supplementary agreement No. 1 signed between the seller and
Shenzhen Municipal State-owned Land Planning Bureau, the seller has obtained the
right to use the land (No.B117-0019) at the Inter-junction of Fuhua 3 Road and
Yitian Road, Futian District, Shenzhen with specifications as the following:
Area: 8192 square meters of land usage right; land usage purpose: for office
buildings; term of land use right: from January 8, 2002 to January 7, 2052.
With approval, the seller has constructed a real estate, named Shenzhen
International Chamber of Commerce Tower (hereinafter referred to as the Real
Estate), on the above-mentioned land, of
97
which the principal part is an office building of reinforced concrete structure
covering 55 overground storeys and 3 underground storeys. Now the land price for
this real estate has been paid up and the real estate is under no mortgage and
restricted by no encumbrance. Shenzhen Municipal State-owned Planning Bureau has
permitted the presale of the real estate by issuing the "Permit for Real Estate
Presale" S(F)FXZi (2003) No.015.
Clause 3 The buyer buys a Flat in the Real Estate from the seller. The Flat is
located at No. _________ of the tower of the Shenzhen International Chamber of
Commerce Tower, used for office on the ______ floor and covering a building area
of _______ square meters, including the inside-flat building area of _______
square meters and a public area allotment of ______ square meters.
Area calculation standard adopted herein: "Real Estate Measurement
Standard" (GB/T17986, 1-2000).
Please see the attached Schedule (supplied by a qualified mapping
institution) for public places of which the area is to or is not to be allotted.
For specific floor and position of the flat please see the attached General
Layout Plan, Elevation Drawing, Floor Plan and Flat Plan.
Flat owners of the real estate shall be entitled to the common area and
public facilities of the lot No. B117-0019 where the real estate is located,
except for those otherwise stipulated in applicable laws, regulations or
"Contract on Land-use Right Transfer".
The seller promises that upon delivery of the Flat to the buyer, the public
facilities described in the "Contract on Land-use Right Transfer" and its
supplementary agreement will also be delivered and put into use, or else the
buyer can refuse to accept the Flat (unless the seller and the buyer agree
otherwise).
Clause 4 Both parties agree to adopt the following 2nd term as the term of
payment: 1) [Payment based on Inside-Flat building area. The unit price is
RMB____________ / sq m and the total amount is RMB________________________ (in
figures: RMB____________).] (The text in brackets is deleted with strikethrough
in the signed Chinese version.)
2) Payment based on the complete unit. The total amount is United States Dollars
_________________________ (in figures: US$____________).
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Clause 5 The seller entrusts Bank of East Asia, Shenzhen branch as the payment
collecting and supervising agency, and Shenzhen Jiuzhou Construction Supervision
Company as the project supervising organization.
Both parties agree that, for the convenience of supervision, the buyer will
not directly deliver the payment to the seller, but remit the money to the
collecting agency as stipulated in the Schedule.
The seller's account name with the collecting agency is Shenzhen Rongchao
Real Estate Development Co., Ltd. and the account number is 064010296.
Clause 6 If the buyer fails to make payment on time as set forth in the
Schedule, it shall bear the penalty fee for the delay. Details are as follows:
1) If the buyer has paid at least 50% of the total amount, it shall pay
penalty fee for the overdue amount according to the Penalty Standard of the
People's Bank on overdue payment for the liability fulfillment period.
2) If the buyer has paid less than 50% of the total amount, the seller can
request the buyer to pay penalty fee equal to 10.00% (not more than 10% in
general) of the overdue amount.
3) If the buyer does not pay the due payment after 90 days from the due date,
the seller has the right to unilaterally terminate the contract. In such
case, the seller shall inform the buyer promptly in written notice, and
within 10 days after the notice, the seller may deduct the mutually agreed
liquidated damages from the buyer's deposit.
Clause 7 The seller must deliver the Flat to the buyer before March 28, 2005 and
the delivery must be accompanied with the Construction Completion Certificate
issued by the construction supervision authority.
If the seller delivers the Flat before the issue of the Construction
Completion Certificate, the delivery shall be deemed invalid.
On delivering the Flat to the buyer, the seller shall issue a written
notice that shall be signed by the buyer. The written notice shall include the
content of actual building area of the Flat.
On receiving the written notice, the buyer shall promptly inspect the Flat
and, if there is any complaint, the buyer shall raise the complaint within 15
days. Otherwise, it shall be deemed that the buyer has accepted the Flat.
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Clause 8 If the seller fails to deliver the Flat to the buyer on time as
stipulated herein, it shall pay a penalty fee of 0.5% of the total amount to the
buyer per overdue day. If the delay causes the buyer's loss, the seller shall
also assume compensation responsibility besides the penalty fee.
If the seller delays over 90 days to deliver the Flat,
1) the buyer has the right to terminate this contract unilaterally. In this
case, the seller shall refund the amount the buyer has paid (without
interest) to the buyer, pay mutually agreed penalty fee, and assume
compensation responsibility within 10 days after receiving the buyer's
written notice of contract termination.
2) the case will be handled according to the first part of this clause if the
buyer decides not to terminate this contract.
Clause 9 In case of any force majeure that seriously affects the construction
progress that may delay the delivery of the Flat, the seller shall inform the
buyer promptly by written notice.
Clause 10 For the Real Estate that has been put up for presale, no changes to
its name and the usage and the design of its public facilities are allowed. In
case of any necessary change, the seller shall make an application to the
competent governmental department with a notarial certificate notarizing the
agreement of more than 4/5 th of the real estate buyers.
Clause 11 On delivering the Flat to the buyer, the seller shall provide "Quality
Guarantee of Residential Flat" and "Service Manual of Residential Flat".
Otherwise, the buyer can refuse to accept the Flat.
The "Quality Guarantee of Residential Flat" shall include information of
the quality grade rated by the supervising department, guarantee coverage,
guarantee period and guarantee supplier etc. The seller shall assume maintenance
responsibility for the Flat according to the stipulations of the "Quality
Guarantee of Residential Flat".
Clause 12 If the actual area of the Flat delivered to the buyer is different
from the area stipulated herein, the case shall be handled by the following
method:
A difference of 0.6% or below between the actual Inside-Flat Building Area
and the area stipulated herein is allowable and no payment refund or makeup is
required to either the seller or the buyer.
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A difference of more than 0.6% (but not including 0.6%) up to 3% (including
3%) between the actual Inside-Flat Building Area and the area stipulated herein
will require payment refund or makeup based on the unit price herein.
A difference of over 3% (but not including 3%) between the actual
Inside-Flat Building Area and the area stipulated herein will entitle the buyer
the right to terminate the contract. If the buyer decides to terminate this
contract, the seller shall refund all the payment the buyer has made together
with its interests to the buyer within 10 days, and shall pay the buyer a
penalty fee equal to 5% of the total price.
In the circumstance where there is a difference of over 3% (but not
including 3%) between the actual Inside-Flat Building Area and the area
stipulated herein, if the buyer decides not to terminate this contract after
mutual negotiation, the payment refund or makeup shall be made based on the unit
price herein.
Clause 13 If the fittings of the Flat are not up to the standards set forth in
this contract, the buyer has the right to require the seller to make up the
price difference.
Clause 14 When the buyer pays up the total amount for the Flat, the seller shall
issue a certificate in respect thereof.
Clause 15 After the Flat is delivered but before the Home Owners' Association
engages a property management company, Shenzhen Rongchao Property Management
Co., Ltd. will be in charge of the property management of the Real Estate
(including the Flat). The property management fee is RMB16.00 / sq m based on
the building area. After the Home Owners' Association is set up, the Association
can continue to cooperate with the said company or engage another property
management company, and the new property management fee will be as set between
the Association and the new property management company.
The Flat is for office use only. When fitting up or using the Flat, the
buyer must not change the main structure, bearing structure and usage of the
Flat without the seller's permission. The seller has the right to supervise,
stop or report to the relevant governmental department in respect of such
matters.
Clause 16 The seller shall inform the buyer by written notice within 150 days
after obtaining the "Construction Completion Certificate" to jointly apply to
the real estate ownership registration organization of Shenzhen for the real
estate transfer registration.
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According to the regulations of the state, Guangdong Province and Shenzhen
City, the buyer and the seller shall assume their own share of the taxes in the
processing of the Title Deed of the Flat.
Clause 17 If the buyer fails to obtain the Title Deed before the legal time
limit because the seller does not inform it as stipulated in the previous Clause
or due to the seller's other fault, the seller shall pay a penalty fee equal to
0.3% of the total price per day to the buyer, starting from the 210th day since
it obtains the "Filed Construction Completion Certificate of Construction
Authority of Shenzhen" to the date the Registration Organization issues the
Title Deed.
Clause 18 Within 7 days since this contract enters into force, the seller shall
have this contract registered for record in the real estate ownership
registration organization of Shenzhen.
If the seller fails to fulfill this obligation and causes the buyer's loss,
the seller shall assume compensation responsibility.
Clause 19 The seller shall provide the buyer the convenience to check, copy or
make extracts of the following documents:
1) "Contract on Land-use Right Transfer" SDHZi (2001) No.9018 and the
supplementary agreement No. 1 signed between the seller and Shenzhen
Municipal State-owned Land Planning Bureau, and the "Title Deed";
2) "Permit for Real Estate Presale", "Permit for Planning of Construction
Project" and "Builder's Licence".
3) The General Layout Plan, Elevation Drawing, Floor Plan, Flat Plan and Flat
Area Mapping Report that are approved by the governing department.
Clause 20 Unless otherwise agreed between the seller and the buyer, the
addresses of both parties shall be as specified in this contract.
References to "inform", "notice" or "notification" mentioned in this
contract refers to written notification, and the service method shall be by a
signed acknowledgement of receipt by the party concerned or by mail.
Only if the notice cannot be served through the above-mentioned service
method, can a publication method be adopted.
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Clause 21 The seller and the buyer shall settle disputes arising under this
contract through consultation. If the consultation fails, they can apply to the
following 2nd method for resolution:
1) submission to the Shenzhen Arbitration Committee for arbitration;
2) submission to the China International Economic & Trade Arbitration Committee
Shenzhen Branch for arbitration;
3) lodging a suit to the People's Court.
Clause 22 Both parties can agree to set out other terms and conditions in the
attached Schedule, including issues as to the right to the use of roof, the
right to the use of the exterior wall, etc. The Schedule will not be valid
unless signed and stamped by both parties.
Unless the seller and the buyer otherwise agree, the advertisements,
catalogues and sample flats used by the seller during the real estate sales
promotion shall be deemed an integral part of this contract, and the seller
shall assume the corresponding obligations thereunder.
Clause 23 The Schedules and drawings attached to this contract constitute a part
of this contract.
Clause 24 This contract, together with its schedules and drawings, comprise a
total of 28 pages, made in quadruplicate of equal legal force. The seller and
the buyer hold one copy each. The other two copies are filed with the relevant
governmental departments.
Clause 25 This contract shall enter into force from the date both parties sign
on it.
The Seller (signature & stamp): Shenzhen Rongchao Real estate Development Co.
Ltd
Proxy (signature & stamp):
Date: August 31, 2004
The Buyer (signature & stamp): Global City Properties Limited
Proxy (signature & stamp):
Date: August 31, 2004
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Schedule 1:
[Full Payment:
The buyer pays up the total price upon signing this contract. The total
price is RMB/HKD_______________________.] (The text in brackets is deleted with
strikethrough in the signed Chinese version.)
Schedule 2:
Construction Period Installment Payment or Bank Mortgage Loan Payment :
1. Within 7 days after the contract signing date, the buyer shall pay 40.00%
of the total price, i.e. United States Dollars __________________ (in
figures: US$_____________).
2. Before October 31,2004, the buyer shall pay 60.00% of the total price, i.e.
United States Dollars _____________________(in figures: US$______________).
3. Before ________, the buyer shall pay ____% of the total price, i.e. United
States Dollars _______________ (in figures: US$____________).
4. Before ________, the buyer shall pay ____% of the total price, i.e. United
States Dollars _______________ (in figures: US$____________).
5. Before ________, the buyer shall pay ____% of the total price, i.e. United
States Dollars _______________ (in figures US$___________),
or to complete the mortgage loan procedures with the relevant bank before such
date and to make payment in accordance with the specified payment schedule.
Schedule 3:
Decoration Standards:
1. Exterior wall: The exterior wall of the tower is hollow filming glass
curtain wall, with fluorocarbon spray coating alloy decoration line; the
exterior wall of the apron building is imported granite, hollow filming glass
curtain wall, with decoration line;
2. Interior wall: Imported marble, art glass and stainless steel modeling
for the wall of the lobby; high-class latex paint for the wall of the public
passage; light partition with cement mortar plastering for the interior wall of
each unit;
3. Ceiling: Silica gel ceiling for the ceiling of the public passage in the
tower building; no suspended ceiling for interior of each unit;
4. Ground: Imported granite for the ground in lobby and public passage;
cement mortar ground for interior of each unit;
5. Doors and windows: Windows have the same standards as in Article 1; the
commercial units have high-class tempered glass doors, while the office sections
have wooden doors;
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6. Kitchen:
7. Bathroom: World famous sanitation fittings, imported marble for ground
and wall, and alloy sound absorption board for the ceiling;
8. Balcony:
9. Elevator: 25 high-efficiency Mitsubishi elevators are optimized and
configured, including 18 originally Japan-made Mitsubishi elevators for the
tower building and 7 Mitsubishi elevators for the apron buildings;
10. Others: Central air-conditioning system is adopted for the apron
buildings; units above the 5th floor are equipped with renowned commercial
variable frequency multiple central air conditioning system; independent
ventilation system; 5A intelligent system; broadband Internet access; two 780W
standby power generators.
Schedule 4:
Both parties agree that:
1. Roof usage right: The seller shall have the right to use the roof which
shall be under the unified management of the property management company;
2.Exterior wall usage right: the unified management of the property shall
be under the management company, and all the profits generated therefrom shall
be used for paying the expenses for the management of the building (i.e. the
Shenzhen International Commercial Center) by the property management company;
3.Underground garage: Belonging to the Seller and under the unified
management of the property management company. The Buyer shall have the priority
to choose its fixed parking space (Basement 1). Both parties agree to enter into
a supplemental agreement for those relevant issues.
4.Advertisement right in public area: Belonging to the Seller and under the
unified management of the property management company. All the profits generated
therefrom shall be used for paying the expenses for the management of the
building by the property management company; The Buyer shall have priority to
choose and use the advertisement space in the public area. Both parties agree to
enter into a supplemental agreement for those relevant issues.
5.The supplemental agreement No. 1 mentioned in Clause 2 and Clause 19
herein refers to the Supplementary Agreement of the Contract on Land-use Right
Transfer SDHZi (2001) No.9018 entered into between the seller and the
state-owned land department on 14 October 2002; and the Use of the Land provided
105
under Clause 2 herein shall be expressly and accurately specified as "for
commercial office use". For other contents stipulated by both parties, please
refer to pages 17-1, 17-2, 17-3 herein. [These pages are references to those of
the Chinese version, which contain the following paragraphs 6 to 23.]
6.The Certificate for Check and Acceptance of the Completed Construction
and the Certificate for Check, Acceptance and Record of the Completed
Constructions of Shenzhen herein shall be construed according to the Measures
for Check, Acceptance and Record of Completed Constructions of Shenzhen. The
Seller, when delivering the real estate to the Buyer, shall deliver the Return
Receipt for Check, Acceptance and Record for Completed Constructions issued by
the Shenzhen Construction Bureau to the Buyer. Otherwise, the Buyer may refuse
to accept the real estate and the delivery will be deemed to be void.
7."Public facilities" provided in Clause 3 herein shall include: elevators,
fire control facilities, electricity facilities, water/drainage facilities etc.
The wording of "unless the seller and the buyer agree otherwise" in Paragraph 6
of Clause 3 herein shall be deleted.
8.In the event that Buyer raises any objection in accordance with Clause 7
of this Contract, if the problems in the objection exist or partially exist, it
shall be deemed that the real estate has not been delivered until the date when
all the problems in the objection have been resolved.
9."Agreed date" set forth in Clause 8 herein (i.e. March 28, 2005) refers
to the date when the Seller delivers to the Buyer the flat that has already
obtained the Return Receipt for Check, Acceptance and Record for Completed
Constructions.
10. "Force Majeure" set forth in Clause 9 herein refers to those events
that are unforeseen, unavoidable and uncontrollable and have objectively
interrupted the construction progress (such as war, earthquake, riot, air craft
crash, terrorism etc.). Heavy rain and typhoon are not in the scope of Force
Majeure. In the case of Force Majeure, the Seller shall provide the Buyer with a
certificate issued by a Notary Authority, which evidences the existence of such
Force Majeure. In the event that the construction progress has been seriously
affected by such Force Majeure and the real estate cannot be delivered by the
stipulated time and such Force Majeure events last for more than 30 days, the
Buyer has the right to terminate the Contract unilaterally. In this case, the
Seller shall refund any amount (including the principal and the accrued
interest) the Buyer has already paid to the Seller.
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11. The following shall be added to the end of Clause 10: " The Seller
shall perfect the legal formalities of the above change and notify the Buyer the
contents of the change in writting. If the above change causes any actual damage
to the Buyer, the Seller shall indemnify the Buyer for such damage."
12. The following shall be added to the end of Clause 11: "The Seller shall
upon delivery of the flat provide the following documents/certificates to the
Buyer: a. Notification of Delivery of the Premises; b. Construction Area Mapping
Report of Premises and Constructions of Shenzhen (completion area) issued by the
State-owned land bureau; c. Return Receipt for Check, Acceptance and Record of
Completed Constructions issued by the construction authorities; d. Quality
Guarantee of Residential Flat; e. Service Manual of Residential Flat; f.
Acceptance Form of the Premises (which shall be made in two copies, the Buyer
having the right to express its opinions on the form and to keep one copy for
reference) etc. The Buyer shall carry out a timely check and acceptance of the
premises upon receipt of the written Notification of Delivery of the Premises.
Failure of the seller to produce any of the abovementioned documents shall be
deemed a failure of delivery and the Buyer shall be entitled to refuse
acceptance.
13. "Actual area of the premises delivered" in Clause 12 herein shall be in
accordance with the mapping result made by the land bureau.
14. Clause 14 herein shall be amended to read: " The Seller shall provide
the Buyer with the certificate for full payment of the price and the invoice
within five (5) days after the Buyer has fully paid the purchase price".
15. Clause 17 herein shall be amended to read: "In case the Seller does not
notify the Buyer according to Clause 16 herein or the Buyer is unable to obtain
the Property Certificate within the period prescribed by law due to reasons
caused by the Seller, the Seller shall pay to the Buyer damages equivalent to
0.03% of the total price each day from the 210th day after March 28, 2005 until
the real estate registration authority of Shenzhen issues the Property
Certificate. If after 90 days, the Buyer is still unable to apply for the
Property Certificate, the Buyer shall have the right to terminate this Contract.
If the Buyer decides to terminate this Contract, the Seller shall, in one lump
sum, refund all payments that the Buyer has paid together with the interest
accrued and pay damages equivalent to 10% of the total price. In case the total
loss of the Buyer (including but without limitation to moving costs, decoration
costs, loss resulting from delay in leasing out the premises, compensation to
the lessee resulting from the termination of this Contract and expenses
resulting from hiring lawyers or other intermediary organisations to recover
compensation etc.) cannot be covered by such agreed damages, the Seller shall
fully compensate and pay such balance.
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16. Paragraph 1 of Clause 18 shall be amended to read: "(1) The Seller
shall file this Contract to the real estate registration bureau of Shenzhen for
record and registration within 7 days from the date when this Contract takes
effect and shall, upon the completion of the such registration, hand over 1 copy
of this Contract bearing the Seller's company stamp to the Buyer. The Buyer has
the right to terminate this Contract in case the Seller does not apply for
record and registration 1 month after the aforesaid deadline. In the event that
the Buyer terminates this Contract, the Seller shall, in one lump sum, refund
all payments that the Buyer has paid together with the interest accrued and pay
damages equivalent to 5% of the total price. In case the total loss of the Buyer
cannot be covered by such agreed damages, the Seller shall fully compensate and
pay the difference. (2) In the event that the Seller cannot apply for record and
registration formalities within 7 days from the date when this Contract takes
effect due to the failure of the Buyer to provide the Seller with documents that
are needed when applying for such registration, both the Buyer and the Seller
are exempt from liabilities resulting from the failure or delay in applying for
such registration. But the Seller may not transfer the real estate covered by
this Contract to any third party. Otherwise, the Buyer shall have the right to
terminate this Contract and require the Seller to refund any amount together
with accrued interest that have been paid by the Buyer. In addition, the Seller
shall pay to the Buyer damages equivalent to the amount that has been paid by
the Buyer. (3) The Buyer shall notify the Seller to proceed with the record and
registration formalities when it makes ready all the requisite documents to be
provided by the Buyer. The Seller shall, within 7 days after it receives the
notification from the Buyer, apply for the record and registration formalities.
Upon completion of such registration, the Seller shall hand over 1 copy of this
Contract bearing its company stamp to the Buyer. Liabilities of the Seller for
breach in such event shall be the same as set forth in part (1) of this Clause."
17. Clause 21 herein shall be amended to read: " Disputes arising out of
this Contract shall be settled by the Buyer and the Seller through negotiation
first. In case no consensus can be reached within 30 days (calculated from the
day when any party delivers to the other the written notification that requires
negotiation), any party may apply to the Shenzhen Sub-commission of China
International Economic & Trade Arbitration Committee for arbitration."
18. The words "complete the mortgage loan procedures with the relevant bank
before such date and to make payment in accordance with the specified payment
schedule" in Schedule 2 of this Contract shall be deleted and replaced by the
following: "Prior to such time limit, in case the Buyer has submitted all
relevant documents required for going through the mortgage formalities to the
mortgage bank and has executed the related documents, the Buyer shall be deemed
to have properly performed the contract irrespective whether the mortgage
registration has been completed or the mortgage bank has actually and fully
disbursed the loans before that time limit. In case the mortgage bank does not
approve the loan application of the Buyer and thus makes the payment by mortgage
loan impossible to complete, the Seller shall not hold the Buyer liable for any
delay of
108
payment. The Buyer is entitled to terminate this Contract or to choose a new
mortgage bank at its own option. In case the Buyer chooses to terminate this
Contract, the Seller shall, within 5 days after receipt of the written notice of
the Buyer, return to the Buyer all paid sums under this Contract and the
interest equivalent to the bank loan interest of the corresponding period. In
case the Buyer chooses a new mortgage bank, the Seller shall give the Buyer a
reasonable grace period (postponed to the date when the mortgage loan procedures
have been undertaken and the loan has been actually and fully disbursed by the
mortgage bank) and necessary cooperation."
19. Add the following at the end of Schedule 2 of this Contract: "The Buyer
shall have the right to entrust other parties to pay the amount under this
Contract. When the party that accepts the entrustment by the Buyer, according to
the provisions of the Confirmation Letter of Entrusted Payment annexed to the
Supplementary Agreement to this Contract, pays any amount to the account set
forth in Clause 5 of this Contract, such payment shall be deemed as payment made
by the Buyer. Both parties agree to enter into a supplemental agreement for
those relevant issues."
20. At the time of execution of this Contract, the Seller has not yet
formally notified the Buyer of the related property management documents, such
as the Owners' Covenant registered and filed with relevant competent
authorities, and the Buyer is unable to ascertain the property management
arrangements of the Building. Therefore, in case the aforesaid documents are not
in compliance with this Contract or have violated the legal rights of the Buyer,
the Buyer is entitled to require the Seller to amend, or to require the Seller
to procure that the property management companies amend, such property
management documents within a certain period. If no correction is made within 60
days after the Buyer's written request, the Buyer is entitled to terminate this
Contract and the Seller shall, in one lump sum, refund the Buyer all sums paid
and the interest thereof together with damages equivalent to 5% of the total
price. In case the total loss of the Buyer (including but without limitation to
moving costs, decoration costs, loss resulting from delay in the leasing out of
the premises, compensation to the lessee resulting from the termination of this
Contract and expenses resulting from hiring lawyers or other intermediary
organizations to recover compensation etc.) cannot be covered by such agreed
damages, the Seller shall fully compensate and pay such difference.
21. A supplementary agreement shall be executed separately to stipulate the
standard of the hardware facilities of the premises to be delivered by the
Seller as well as the design and construction standard of the bathrooms (four
cubicles for male bathrooms and female bathrooms respectively) to be added to
each floor. Such supplemental agreement shall come into force simultaneously
with this Contract and the Buyer has no obligation to make any further payment
(the relevant payment having already been incorporated in the entire price for
the premises).
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22. The detailed materials, specifications, models and positions etc of the
Decoration Standards set forth in Schedule 3 of this Contract shall be subject
to the supplementary agreement (and its attached drawings and schedules) to be
entered into by both parties additionally.
23. In case of any conflict or inconsitency between Schedule 4 and this
Contract or other attached schedules, Schedule 4 shall prevail.
Seller (signature and stamp): Shenzhen Rongchao Real Estate Development Co.Ltd.
Buyer (signature and stamp): Global City Properties Limited
Date: August 31 2004
Schedule 5:
The qualified survey institution will provide house floor area plan view by
household, which shall include the allocated public area (allocated common area)
and scope belonging to the public part but excluded from the floor area
(non-allocated common area), stamped with the chop of the survey institution (a
copy being acceptable).
Allocated items include:
1. Attached pages 18-1,18-2 and 18-3.
2.
3.
4.
5.
Non-allocated items include:
1. Attached pages 18-1,18-2 and 18-3.
2.
3.
4.
5.
110
Exhibit 4.28
Supplemental Agreement to the Contract on Purchasing Shenzhen International
Commercial Chamber Center Premises
Party A: Shenzhen Rongchao Real Estate Development Co., Ltd.
Address:3/F, Shenzhen International Commercial Chamber Center Building,
Fuhua 1 Road, Zhongxin District, Shenzhen
Legal Representative:Yang Rongyi
Tel: 0755 82931118
Fax:0755 82931116
Party B: Global City Properties Limited
Address:c/o Media Data System Pte Ltd, 1Sims Lane #08-01, Singapore 389355
Legal Representative:Eddie Heng
Tel: 65 65472850
Fax: 65 65472223
WHEREAS, the parties entered into Contracts for Purchasing and Selling Premises
in Shenzhen (Presale) (hereinafter referred to as the "Purchasing and Selling
Contract") for each and every of 32 units of premises at 33-36/F of Shenzhen
International Commercial Chamber Center (hereinafter referred to as "the
Building") purchased from Party A (with the respective unit numbers of: 3301,
3302, 3303, 3305, 3306, 3308, 3309, 3310, 3401, 3402, 3403, 3405, 3406, 3408,
3409, 3410, 3501, 3502, 3503, 3505, 3506, 3508, 3509, 3510, 3601, 3602, 3603,
3605, 3606, 3608, 3609, 3610, hereinafter referred to as the "Premises").
NOW, THEREFORE, based on the principle of mutual benefits and sincere
cooperation, the parties hereto agree on certain matters not fully addressed in
the Purchasing and Selling Contract, as follows:
1. Electricity Supply
1.1 Party A will supply two electricity circuits for each floor purchased by
party B with no less than 150A per circuit for electricity supply for
business areas.
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1.2 Party A shall provide a standby power interface with 180A (60A thereof
shall be for air conditioning system) for Party B's independent generator
room, such power supply shall be independent of those in the office area
and shall be supplied by a standby section in the main distribution room of
the Building. The standby power must be sufficient for starting the normal
operation of equipment in the generator room within one minute of the
normal electricity supply in the Building being suspended.
2. Telecommunication Suppliers
Party A will be responsible for importing telecommunication and network
services from China Telecomm and China Netcom Corporation Ltd. Party B will
rent the telecommunication and network services from China Telecom or China
Netcom Corporation Ltd as necessary. The capacity of telecommunication and
network services shall satisfy the following conditions:
(1) As to China Telecom: 10 lines of DDN per floor, 20 lines of ADSL per floor
and 400 telephone lines per floor;
(2) As to China Netcom: 10 lines of CNC Connect Broadband Line per floor and 10
international network lines per floor.
3. Laying of Ducts and Fibres
The ducting and laid optical fibres and network lines installed in the
Building will be provided to and used by Party B free of charge. Such
ducting shall satisfy the maximum usage requirement of Party B. Where the
current ducting cannot satisfy the requirement of Party B, Party A shall
provide other low electricity piping to Party B. Party B shall not impair
the existing facilities; otherwise all and any losses arising therefrom
shall be borne by Party B.
4. Fire-control in Generator Room
Party A shall provide FM200 gas fire extinguisher system for Party B's
independent generator room (with an average area of no more than 50 square
meters per floor and a total area of no more than 200 square meters; the
location of which will be stipulated in the finalized scheme to be provided
to Party A before Party B's entry into the Premises for decoration). Such
system shall be in accordance with the relevant national standards and have
passed the fire control inspection by the public security department. Party
A shall be responsible for reporting for construction, construction and
reporting for inspection as well as the corresponding costs and expenses
incurred for FM200 gas fire extinguisher equipment.
5. Air Conditioning System in the Generator Room
Party A will provide the outdoor machine installation position for separate
air conditioning equipment the in generator room of Party B, the position
to be mutually agreed by both parties. The losses and damages incurred due
to Party B's altering the installation position without the consent from
Party A after such position is determined shall be borne by Party B.
6. Parking Spaces in the Building
Party A agrees to provide to Party B 48 paid and fixed vehicle parking
spaces at the basement of the underground parking lots in the Building.
Party B has the priority in choosing, but shall confirm the quantity and
positions of the fixed parking spaces within 180 days after occupation and
shall pay the charges for the usage of the fixed parking spaces from the
month when Party B moves into the premises
112
for business purposes. If Party B chooses less than 48 parking spaces, the
remaining spaces will be returned to and disposed of by Party A.
7. Lavatories
Party A shall add 4 extra cubicles respectively for men's and ladies'
lavatories on each floor, the positions and decoration standards of which
shall be in accordance with the layout and schedules annexed to this
Supplemental Agreement.
8. Advertisement Spaces in Public Area
Party A agrees to provide paid advertisement spaces in the public area of
the Building to Party B. Party B has the priority in choosing but shall
confirm the quantity and positions of the advertisement spaces within 180
days after occupation.
9. Advance Decoration
Party A agrees that, upon obtaining the Receipt of Collecting documents for
Inspection, Acceptance and Filing of Completed Construction and after
payment of the full purchase price of the premises by Party B, it shall
allow Party B's advance decoration of the Premises before March 28, 2005.
If Party B intends to carry out the advance decoration, it shall give Party
A 5 days prior notice and Party A shall offer cooperation and assistance
promptly. Advance decoration shall not be deemed to be the delivery of the
Premises by Party A. The delivery standards of the Premises and the
corresponding responsibilities shall be subject to the corresponding
stipulations in the Purchasing and Selling Contract and the Schedules
thereto.
During the term of the advanced decoration:
(1) Party A shall procure that the property management organization of the
Building offers the necessary convenience and assistance to Party B and
shall not prevent or hinder Party B's normal decoration.
(2) Party B shall be responsible for repairing damages to the Premises incurred
before the delivery caused by the default of Party B. Party B shall also be
liable for any and all losses incurred from the damage to public facilities
or public equipment in the Building caused by the default of Party B.
10. Entrusted Payment
Party B shall be entitled to entrust a third party to pay the purchase
price and all other moneys stipulated in the Purchasing and Selling
Contract. The payment by such third party shall be subject to the
Confirmation of Entrusted Payment, which is in Annex 1 to this Supplemental
Agreement.
11. Notices
Party B designates a third party to receive any and all notices under the
Purchasing and Selling Contract and relevant agreements. The address and
communication details of such third party are set out in Annex II to this
Supplemental Agreement. Any and all notices given by Party A according to
Purchasing and Selling Contract and relevant agreements shall be delivered
directly to the address listed in Annex II, otherwise the notice will be
treated as not having been given. If Party B designates another third party
to receive any and all notices under the Purchasing and Selling Contract
and relevant agreements, it shall notify Party A in writing and list the
address and communication details of such third party.
113
12. Default liabilities
Unless otherwise provided in the Purchasing and Selling Contract, Party B
shall be entitled to refuse the delivery of the Premises and delivery of
Party A shall be treated as invalid where such delivery violates the
relevant stipulations herein. Any default liabilities incurred therefrom
shall be subject to the stipulations in the Purchasing and Selling
Contract.
13. Termination
This Supplemental Agreement shall be terminated simultaneously with the
termination of the Purchasing and Selling Contract by law or in accordance
with the stipulations therein.
14. Effectiveness and Versions
(1) This Supplemental Agreement shall become effective upon signing and
stamping by both parties hereto.
(2) This Supplemental Agreement shall be in four (4) originals. Each of the
parties hereto shall retain two original copies and all original copies
shall have equal force and effect.
Party A: Shenzhen Rongchao Premises Development Co., Ltd.
Authorized representative (Signature & Stamp):
Party B: Global City Properties Limited
Authorized representative (Signature & Stamp):
Signing date: August 31, 2004
114
Annex I Confirmation of Entrusted Payment
In accordance with this Confirmation of Entrusted Payment, our company, Global
City Properties Limited, hereby appoints and authorizes Trade Media Limited
(hereinafter referred to as " TML ") to pay all the payments due and the
necessary fees related to the purchase of the 33rd, 34th, 35th, 36th floors of
Shenzhen International Commerce Center (located at the inter-junction of Yitian
Road and 3rd Fuhua Road, hereinafter referred to as the "Real Estate") on our
behalf, including but not limited to: 1. The initial installment of the total
purchase price payable according to the Sales Contract of Real Estate; 2. The
installments which shall be paid to the bank according to the provisions of the
Mortgage Loan Contract. However, we reserve the right to make such payments to
the bank directly by ourselves at our option; 3. The necessary fees, such as the
notarial fee, which are to be borne by us in accordance with the stipulations of
the law and the contracts; 4. The taxes and government fees, which are to be
borne by us in accordance with the stipulations of the laws and the contracts.
All the payments made by TML to the accounts stipulated by the Sales Contract of
Real Estate, the Mortgage Loan Contract and other relevant agreements and/or the
accounts opened for collection of money as stipulated by the relevant
governmental departments shall be regarded as those made by us.
In case TML cannot make the aforesaid payments on behalf of us for any reasons,
we shall arrange other payments in compliance with the Sales Contract of Real
Estate, the Mortgage Loan Contract and other relevant agreements and/or the
stipulations of the relevant governmental departments. TML has no joint or
supplementary liability for payment of any of the aforesaid amounts.
Company's and Representative's Stamp & Signature:
GLOBAL CITY PROPERTIES LIMITED (Company Stamp)
Authorized Proxy (Signature): (Signed by Chan Tak)
Date: August 31, 2004
--------------------------------------------------------------------------------
We hereby confirm, agree and accept the aforesaid entrustment.
TRADE MEDIA LIMITED (Signature & Stamp)
(Company Stamp)
Legal Representative or
Authorized Representative (Signature): (Signed by Eddie Heng)
Date: August 31, 2004
115
Annex II Address and communication details of the entrusted third party
We, Global City Properties Limited, hereby authorize the under listed to receive
and collect any and all notices delivered by Shenzhen Rongchao Premises
Development Co., Ltd. in accordance with stipulations under Article 11 of the
Supplemental Agreement to the Contract on Purchasing Shenzhen International
Commercial Chamber Center Premises.
Name of the entrusted third parties: Wu Jinxia or Huang Fenghu
(signature by any of them is sufficient)
(Signatures) ____________________________
____________________________
Address: 35th Floor, Shun Hing Square, Di Wang Commercial Centre, 5002 Shennan
Road East, Shenzhen
Postcode: 518008
Telephone: 82460395 82460456 82460220
Company's and Representative's Stamp & Signature:
GLOBAL CITY PROPERTIES LIMITED
(Company Stamp)
Authorized representative (Signature): (Signed by Chan Tak)
Date: August 31, 2004
The undersigned hereby acknowledge and accept the above entrustment.
(Signatures)
___________________
Date: August 31, 2004
116
Exhibit 4.29
Summary Table of Property Units and Payment Amounts.
Name of Office Building: Shenzhen International Chamber of Commerce Tower
Location : The Inter-junction of Yitian Road and Fuhua 3 Road, Futian District,
Shenzhen, China
----------------------------------------------------------------------------------------------------------------
Floor No. of Unit Gross In RMB In USD
Area(M(2))
----------------------------------------------------------------------------------------------------------------
Total Amount Total Amount
----------------------------------------------------------------------------------------------------------------
33 01 276.88 4,845,400 585,434
----------------------------------------------------------------------------------------------------------------
02 130.04 2,275,700 274,956
----------------------------------------------------------------------------------------------------------------
03 622.73 10,897,775 1,316,697
----------------------------------------------------------------------------------------------------------------
05 96.85 1,694,875 204,779
----------------------------------------------------------------------------------------------------------------
06 276.88 4,845,400 585,434
----------------------------------------------------------------------------------------------------------------
08 130.04 2,275,700 274,956
----------------------------------------------------------------------------------------------------------------
09 622.73 10,897,775 1,316,697
----------------------------------------------------------------------------------------------------------------
10 96.85 1,694,875 204,779
----------------------------------------------------------------------------------------------------------------
34 01 276.3 4,835,250 584,207
----------------------------------------------------------------------------------------------------------------
02 130.05 2,275,875 274,977
----------------------------------------------------------------------------------------------------------------
03 622.19 10,888,325 1,315,555
----------------------------------------------------------------------------------------------------------------
05 96.86 1,695,050 204,800
----------------------------------------------------------------------------------------------------------------
06 276.3 4,835,250 584,207
----------------------------------------------------------------------------------------------------------------
08 130.05 2,275,875 274,977
----------------------------------------------------------------------------------------------------------------
09 622.19 10,888,325 1,315,555
----------------------------------------------------------------------------------------------------------------
10 96.86 1,695,050 204,800
----------------------------------------------------------------------------------------------------------------
35 01 275.69 4,824,575 582,918
----------------------------------------------------------------------------------------------------------------
02 130.06 2,276,050 274,998
----------------------------------------------------------------------------------------------------------------
03 621.62 10,878,350 1,314,350
----------------------------------------------------------------------------------------------------------------
05 96.87 1,695,225 204,821
----------------------------------------------------------------------------------------------------------------
06 275.69 4,824,575 582,918
----------------------------------------------------------------------------------------------------------------
08 130.06 2,276,050 274,998
----------------------------------------------------------------------------------------------------------------
09 621.62 10,878,350 1,314,350
----------------------------------------------------------------------------------------------------------------
10 96.87 1,695,225 204,821
----------------------------------------------------------------------------------------------------------------
36 01 275.06 4,813,550 581,585
----------------------------------------------------------------------------------------------------------------
02 130.08 2,276,400 275,040
----------------------------------------------------------------------------------------------------------------
117
----------------------------------------------------------------------------------------------------------------
03 621.03 10,868,025 1,313,103
----------------------------------------------------------------------------------------------------------------
05 96.89 1,695,575 204,864
----------------------------------------------------------------------------------------------------------------
06 275.06 4,813,550 581,585
----------------------------------------------------------------------------------------------------------------
08 130.08 2,276,400 275,040
----------------------------------------------------------------------------------------------------------------
09 621.03 10,868,025 1,313,103
----------------------------------------------------------------------------------------------------------------
10 96.89 1,695,575 204,864
----------------------------------------------------------------------------------------------------------------
Grand Total 8998.4 157,472,000 19,026,168
----------------------------------------------------------------------------------------------------------------
Note: 1.Unit price at RMB17,500 / Sq.M
2.Exchange rate : USD100 : RMB827.66 )
118
Exhibit 4.30
Supplementary Agreement Concerning Alteration of Payment Method
Party A: Shenzhen Rongchao Real Estate Development Co., Ltd.
Address: Floor 3, Shenzhen International Business Chamber Building, Fuhuayi
Road, Central District, Shenzhen.
Legal Representative: Yang Rongyi
Telephone: (0755) 82931118
Fax: (0755) 82931116
Party B: Global City Properties Limited
Address: c/o Media Data System Pte Ltd, 1 Sims Lane #08-01, Singapore 389355
Legal Representative: Eddie Heng
Telephone: (65) 65472850
Fax: (65) 65472223
Whereas:
Party A and Party B have signed the Shenzhen Real Property Purchase (Presale)
Agreement (hereinafter referred to as Agreement) on 31 August 2004 concerning
the purchase by Party A from Party B of each one of the 32 units of real
property located in floor 33 to floor 36 of Shenzhen International Chamber of
Commerce Tower (unit number 3301, 3302, 3303, 3305, 3306, 3308, 3309, 3310,
3401, 3402, 3403, 3405, 3406, 3408, 3409, 3410, 3501, 3502, 3503, 3505, 3506,
3508, 3509, 3510, 3601, 3602, 3603, 3605, 3606, 3608, 3609 and 3610)
(hereinafter collectively referred to as Property). In accordance with Schedule
2 and article 17 of Schedule 4 to the Agreement, the remaining balance of the
purchase price owed by Party B, which amounts to USD11,393,568.00 (equivalent to
60% of the total purchase price) (hereinafter referred to as Remaining Balance),
shall be paid by
119
means of mortgage bank loan. Party B shall complete the procedures for the said
mortgage bank loan by 31 October 2004. And Schedule 4 to the Agreement
stipulates the terms and conditions for the delayed payment due to failure to
complete the mortgage loan procedures on time.
Party B has been negotiating with the relevant banks on the mortgage bank loan.
However, no agreement can be reached. Therefore, Party A and Party B, after
friendly consultation and pursuant to the principle of fair, mutual benefit and
good faith, reached the following supplementary agreement concerning the
alteration of payment method:
(1) Alteration of Payment Method
Both Parties agree that the Remaining Balance shall be settled by Party B
in a lump sum of USD11,393,568.00 in stead of by means of mortgage bank
loan granted by relevant banks to Party B. The total payment for the
purchase of the Property shall remain the same.
(2) Payment Term
Party B shall settle the Remaining Balance no later than 8 December 2004.
The date of payment shall be the date on which Party B remit the payment.
(3) Breach of Contract
Article 6 of the Agreement shall apply in case that Party B fails to make
the abovementioned payment before 8 December 2004.
(4) Signing and Effectiveness
This Supplementary Agreement shall take effect once it is signed by both
Parties and stamped with the company chops of both Parties. Schedule 2 and
article 17 of Schedule 4 concerning mortgage bank loan to the Agreement
shall terminate at the same day of effectiveness of this Supplementary
Agreement. This Supplementary Agreement has 4 originals and each Party
shall retain 2 originals of the same legal effect.
Party A: Shenzhen Rongchao Real Estate Development Co., Ltd.
Representative:
Date: December 3, 2004
Party B: Global City Properties Limited
Representative:
Date: December 3, 2004
120
Exhibit 8.1
SUBSIDIARIES OF GLOBAL SOURCES LTD.
Name Jurisdiction of Organization
---- ----------------------------
Global Sources Technologies Ltd. Bermuda
Trade Media Holdings Limited Cayman Islands
ASM Business Services Limited Cayman Islands
A.S. Mediaconsult Limited Republic of Cyprus
China Media Advertising, Inc. Liberia
E-Commerce International Ltd. Bermuda
Earldom Limited British Virgin Islands
eMedia Asia Ltd. Barbados
Earldom Computer Software (Shenzhen) Co., Ltd. People's Republic of China
Equitable Accounting Services Limited Hong Kong SAR
Event Marketing Services Limited Hong Kong SAR
Export Media Ltd. British Virgin Islands
Fertile Valley Pte Ltd Singapore
Floro Company Limited Hong Kong SAR
Fortune Valley Ltd Mauritius
Global Capital Group Holdings Limited British Virgin Islands
Global Sources Auctions Ltd. Cayman Islands
Global Sources Auctions Limited Hong Kong SAR
Global Sources Research Foundation Limited British Virgin Islands
Hillcrest Services Limited British Virgin Islands
Japan Publishing Limited Japan
Lazenby Services Limited British Virgin Islands
Global Sources USA, Inc. USA - Delaware
121
Name Jurisdiction of Organization
---- ----------------------------
Global City Properties Limited British Virgin Islands
Media Data Systems Pte Ltd Singapore
Media Productions Ltd. Cayman Islands
Pine Grove B.V. Netherlands
Publishers Representatives Limited Hong Kong SAR
Steady Access Resources Limited British Virgin Islands
Steady Information Consultant (Shenzhen) Co., Ltd People's Republic of China
Targeted Marketing Promotions Corp. Liberia
Trade Management Software Limited Cayman Islands
Trade Management Software (HK) Limited Hong Kong SAR
Trade Magazine Productions Limited Hong Kong SAR
Trade Media Limited Cayman Islands
Trade Point Hong Kong Limited Hong Kong SAR
World Executive's Digest Limited Cayman Islands
122
Exhibit 12.1
I, Merle A. Hinrichs, certify that:
1. I have reviewed this annual report on Form 20-F of Global Sources Ltd.
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;
4. The company's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls or procedures to be designed under our supervision, to ensure that
material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the period covered by this
report based on such an evaluation; and
(d) Disclosed in this report any change in the company's internal control over
financial reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially affect, the
company's internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
company's auditors and the audit committee of the company's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the company's ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the company's internal control over
financial reporting.
Date: May 13, 2005
/s/ Merle A. Hinrichs
----------------------------------------------
Merle A. Hinrichs,
Director, Chairman and Chief Executive Officer
123
Exhibit 12.2
I, Eddie Heng, certify that:
1. I have reviewed this annual report on Form 20-F of Global Sources Ltd.
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
company as of, and for, the periods presented in this report;
4. The company's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls or procedures to be designed under our supervision, to ensure that
material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the period covered by this
report based on such an evaluation; and
(d) Disclosed in this report any change in the company's internal control over
financial reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially affect, the
company's internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
company's auditors and the audit committee of the company's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the company's ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the company's internal control over
financial reporting.
Date: May 13, 2005
/s/ Eddie Heng
----------------------------------------
Eddie Heng,
Director and Chief Financial Officer
124
Exhibit 13.1
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63,
Title 18 U.S.C. ss. 1350(a) and (b)), the undersigned hereby certifies in his
capacity as an officer of Global Sources Ltd. (the "Company") that the Annual
Report of the Company on Form 20-F for the year ended December 31, 2004 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and that the information contained in such
Report fairly presents, in all material respects, the financial condition and
results of operations of the Company at the end of and for the periods covered
by such Report.
Dated: May 13, 2005
/s/ Merle A. Hinrichs
----------------------------------------------
Merle A. Hinrichs
Director, Chairman and Chief Executive Officer
The foregoing certification is being furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. ss. 1350(a)
and (b)), is not a part of the Form 20-F to which it refers and is, to the
extent permitted by law, provided by the above signatory to the extent of his
knowledge.
A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS
BEEN PROVIDED TO GLOBAL SOURCES LTD. AND WILL BE RETAINED BY GLOBAL SOURCES. AND
FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.
125
Exhibit 13.2
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63,
Title 18 U.S.C. ss. 1350(a) and (b)), the undersigned hereby certifies in his
capacity as an officer of Global Sources Ltd. (the "Company") that the Annual
Report of the Company on Form 20-F for the year ended December 31, 2004 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and that the information contained in such
Report fairly presents, in all material respects, the financial condition and
results of operations of the Company at the end of and for the periods covered
by such Report.
Dated: May 13, 2005
/s/ Eddie Heng
------------------------------------
Eddie Heng
Director and Chief Financial Officer
The foregoing certification is being furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. ss. 1350(a)
and (b)), is not a part of the Form 20-F to which it refers and is, to the
extent permitted by law, provided by the above signatory to the extent of his
knowledge.
A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS
BEEN PROVIDED TO GLOBAL SOURCES LTD. AND WILL BE RETAINED BY GLOBAL SOURCES. AND
FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.
126
Exhibit 14.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form
S-8) No. 333-104426 and 333-59058 pertaining to Global Sources Equity
Compensation Plans Numbers I, II, III, IV, V, VI and VII of Global Sources Ltd.
of our report dated March 15, 2005, with respect to the consolidated financial
statements of Global Sources Ltd. and its subsidiaries included in Annual Report
(Form 20-F) for the year ended December 31, 2004.
/s/ ERNST & YOUNG
Singapore
May 12, 2005
127