Filed by Bowne Pure Compliance

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M3xig7ZDVFPmCy17RjWzNGrilJvdYMy6LMY4T4vNp9ux3RUH/lVri+evoaLIBTiB v3K9Jvu1Kj/PkkK27WelCA== 0001362310-08-007469.txt : 20081118 0001362310-08-007469.hdr.sgml : 20081118 20081118165832 ACCESSION NUMBER: 0001362310-08-007469 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 GROUP MEMBERS: HUNG LAY SI CO. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL SOURCES LTD /BERMUDA CENTRAL INDEX KEY: 0001110650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60675 FILM NUMBER: 081198900 BUSINESS ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 MAIL ADDRESS: STREET 1: 1 SIMS LANE STREET 2: #08-01 CITY: SINGAPORE STATE: U0 ZIP: 387355 FORMER COMPANY: FORMER CONFORMED NAME: FAIRCHILD BERMUDA LTD DATE OF NAME CHANGE: 20000330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILL STREET TRUSTEES LTD TRUSTEES OF THE QUAN GUNG 86 TRUST CENTRAL INDEX KEY: 0001271691 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22 GRENVILLE ST STREET 2: ST HELIER CITY: JERSEY CHANNEL ISLANDS STATE: X0 ZIP: JE4 8PX BUSINESS PHONE: 011441534609000 MAIL ADDRESS: STREET 1: 22 GRENVILLE ST STREET 2: ST HEILER CITY: JERSEY CHANNEL ISLANDS STATE: X0 ZIP: JE4 8PX SC 13D/A 1 c77484sc13dza.htm SCHEDULE 13D Filed by Bowne Pure Compliance

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2 )¹

Global Sources Ltd.

(Name of Issuer)

COMMON SHARES, $.01 PAR VALUE PER SHARE

(Title of Class of Securities)

G39300 10 1

(CUSIP Number)

Joel Simon, Esq.
Paul, Hastings, Janofsky & Walker LLP
96 boulevard Haussmann
75017 Paris
FRANCE
+ 33 1 42 99 04 45

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 5, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

¹ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		G39300 10 1		Page		2		of		10 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hung Lay Si Co. Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		7	SOLE VOTING POWER

NUMBER OF			- 0 -

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			9,574,838

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -

WITH		10	SHARED DISPOSITIVE POWER

			25,585,895

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	25,585,895

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	54.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		G39300 10 1		Page		3		of		10 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hill Street Trustees Limited, as Trustee of the Quan Gung ‘86 Trust


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Island of Jersey

		7	SOLE VOTING POWER

NUMBER OF			- 0 -

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			9,574,838

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -

WITH		10	SHARED DISPOSITIVE POWER

			25,585,895

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	25,585,895

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	54.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transactions
	Item 5. Interest in Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
SCHEDULE A
EXHIBIT INDEX
Joint Filing Agreement
2008 Transfer Agreement
2008 Sale Agreement
2008 Amendment Letter


CUSIP No.		G39300 10 1		Page		4		of		10 Pages

This Amendment No. 2 to Schedule 13D is filed by the Reporting Persons (as defined below) pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment No. 2 to Schedule 13D amends and supplements:

• Schedule 13D, dated April 20, 2000, as amended by Schedule 13D/A (Amendment No. 1) dated December 8, 2003, in each case as filed with the Securities and Exchange Commission; except as amended hereby, the Schedule 13D, as amended by Schedule 13D/A (Amendment No 1) remains in effect.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This statement relates to common shares, $.01 par value per share (“Common Shares”), of Global Sources Ltd., a Bermuda corporation (the “Issuer”), whose principal executive offices are located at Canon’s Court, 22 Victoria Street, Hamilton, Bermuda HM 12.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Statement is filed by Hill Street Trustees Limited, an Island of Jersey limited liability company (“Hill Street”), and by Hung Lay Si Co. Ltd., a company organized under the laws of the Cayman Islands (“Hung Lay Si”). Each of the foregoing are referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Hill Street is the Trustee of the Quan Gung ‘86 Trust, a trust formed under the laws of the Island of Jersey (the “Trust”), which owns all of the outstanding shares of Hung Lay Si. Hung Lay Si owns Common Shares. Hung Lay Si and Hill Street have the right to acquire certain Common Shares from another shareholder under certain circumstances. See Items 5 and 6. The shares of Hill Street are wholly owned by the partners of the Mourant Group, which is a firm based in the Island of Jersey that provides trust administrative services. The partners of the Mourant Group are: A R Binnington, D J Birtwistle, G R P Corbin, N C Davies, E C Devenport, S J V Felton, S M Gould, T J Herbert, R A Hickling, I C James, B H Lacey, W Lambert, M E Millar, J H Rainer, J A Richomme, G A Rigby, J D Rigby, B C Robins, J F Ruane, J P Speck, A J R Syvret, J C Walker, N J Weston, J Hill, M Williams, F de Laat and J Hernandez.

By virtue of its role as trustee of the Trust, Hill Street has the power to vote and dispose of the shares of Hung Lay Si owned by the Trust. Hung Lay Si has the power to vote and dispose of the Common Shares owned by it. Both Hill Street and Hung Lay Si have the right to acquire certain Common Shares from another shareholder in certain circumstances, including upon an attempted disposition of those Common Shares by that other shareholder, which results in Hill Street and Hung Lay Si having shared dispositive power over those Common Shares and, therefore, being beneficial owners of those Common Shares. Accordingly, as beneficial owners of the Common Shares, the Reporting Persons are hereby filing a joint Schedule 13D, as amended.


CUSIP No.		G39300 10 1		Page		5		of		10 Pages

The principal business address of Hill Street and each of the partners of the Mourant Group is the law firm of Mourant du Feu & Jeune, PO Box 87, 22 Grenville Street, St. Heilier, Jersey JE4 8PX, Channel Islands. The registered office address of Hung Lay Si is 4^th Floor, Century Yard, Cricket Square, Elign Avenue, PO Box 32322, George Town, Grand Cayman, Cayman Islands.

Neither Reporting Person and none of the partners of the Mourant Group has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Neither Reporting Person and none of the partners of the Mourant Group has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

2,368,256 of the Common Shares directly owned by Hung Lay Si were acquired in exchange for “A” ordinary voting shares, $1.00 par value, of Trade Media Holdings Ltd. (“TMHL”) held by Hung Lay Si pursuant to a Share Exchange Agreement, dated as of December 6, 1999, by and among The Fairchild Corporation, the Issuer, TMHL and the shareholders of TMHL, as amended (the “Share Exchange”).

On November 27, 2003, Hung Lay Si sold 13,667,132 Common Shares (the “Sale Shares”) to Mr. Merle A. Hinrich for US$8.00 per share or US$109,337,056 in the aggregate (the “2003 Purchase Price”) pursuant to the Sale Agreement (defined in Item 6 below). The 2003 Purchase Price is payable on the earliest of (i) 27 November 2013, (ii) the date of Mr. Hinrich’s death and (iii) the day before the date on which Mr. Hinrich becomes subject to proceedings under any bankruptcy or insolvency laws applicable to him. Any amounts not paid when due will accrue interest at a rate of LIBOR plus 1%. In addition to the 2003 Purchase Price, Mr. Hinrich is also required to pay to Hung Lay Si 50% of any cash dividend payments made on any of the Sale Shares, to the extent those shares are pledged to Hung Lay Si to secure Mr. Hinrich’s obligation to pay the 2003 Purchase Price. In respect of any non-payment by Mr. Hinrich of the 2003 Purchase Price or dividend payments, Hung Lay Si’s sole recourse is against the Sale Shares and 4,008,221 Common Shares (the “Personal Shares”) previously owned by Mr. Hinrich. See Item 6.

In addition, pursuant to an Agreement (the “2008 Transfer Agreement”) dated October 5, 2008, as amended by a letter (the “2008 Amendment Letter”) dated November 11, 2008, among Hill Street, Hung Lay Si and Mr. Hinrich, Mr. Hinrich agreed to transfer (the “2008 Transfer”) to Hung Lay Si 5,600,000 Common Shares at an agreed value of US$8.00 per share or US$44,800,000 in the aggregate in satisfaction of a portion of the 2003 Purchase Price equal to such aggregate amount.

In addition, pursuant to a Share Purchase Agreement (the “2008 Sale Agreement”) dated October 5, 2008, as amended by the 2008 Amendment Letter, among Hill Street, Hung Lay Si and Mr. Hinrich, Mr. Hinrich agreed to sell (the “2008 Sale”) to Hung Lay Si 400,000 Common Shares for US$8.00 per share or US$3,200,000 in the aggregate.


CUSIP No.		G39300 10 1		Page		6		of		10 Pages

Hill Street and Hung Lay Si expect to close the 2008 Transfer and the 2008 Sale prior to November 30, 2008.

Item 4. Purpose of Transactions.

The purpose of the 2008 Transfer was to repay a portion of the 2003 Purchase Price, thereby reducing Mr. Hinrich’s liability to Hung Lay Si therefore. The purpose of the 2008 Sale was for Mr. Hinrich to receive funds sufficient to pay the GST due and payable upon completion of the 2008 Transfer. Neither of the Reporting Persons has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The aggregate percentage of Common Shares reported to be beneficially owned by each Reporting Person is based upon 46,703,494 Common Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s capital breakdown report, as at November 1, 2008 as prepared and issued by the Issuer’s Share Transfer Agent.

As of the close of business on October 5, 2008, Hung Lay Si has beneficial ownership of 9,574,838 Common Shares, representing approximately 20.5% of the Common Shares outstanding and in respect of which it has voting and dispositive power. Hill Street has shared voting and dispositive power with Hung Lay Si with respect to those 9,574,838 Common Shares by virtue of its authority to vote and to dispose of the shares of Hung Lay Si owned by the Trust. As of the close of business on October 5, 2008, Hung Lay Si has shared dispositive power over an additional 16,011,057 Common Shares directly owned by Mr. Hinrich as of October 5, 2008 (comprised of the sum of the Sale Shares plus the Personal Shares, minus the Common Shares being transferred in the 2008 Transfer and being sold in the 2008 Sale), representing approximately 34.3% of the Common Shares outstanding, by virtue of Hung Lay Si having rights of first refusal under certain circumstances in respect of sales by Mr. Hinrich of such Common Shares. Hill Street has shared dispositive power with respect to such 16,011,057 Common Shares both by virtue of its authority to vote and to dispose of shares of Hung Lay Si owned by the Trust and by virtue of it having the same rights of first refusal as does Hung Lay Si. See Item 6. The aggregate number of Common Shares of which Hung Lay Si and Hill Street have beneficial ownership is 25,585,895, representing approximately 54.8% of the Common Shares outstanding.

(b) The Reporting Persons have shared power with each other to vote the 9,574,838 Common Shares directly owned by Hung Lay Si reported in this Schedule 13D. Each partner of the Mourant Group identified in Item 2 may be deemed to have shared voting power with each other and with the Reporting Persons over these Common Shares as a result of his or her position with the Mourant Group.


CUSIP No.		G39300 10 1		Page		7		of		10 Pages

The Reporting Persons have shared dispositive power with each other over the 25,585,895 Common Shares reported in this Schedule 13D. Each partner of the Mourant Group identified in Item 2 may be deemed to have shared dispositive power with each other and with the Reporting Persons over these Common Shares as a result of his or her position with the Mourant Group.

The Reporting Persons may be deemed to be members of a “group” with Mr. Hinrich by virtue of having certain rights of first refusal in respect of sales by Mr. Hinrich of 16,011,057 Common Shares owned by Mr. Hinrich as of October 5, 2008. See Item 6.

(c) Schedule A annexed hereto lists all transactions in the Common Shares in the last sixty days by the Reporting Persons.

(d) Except as described in the penultimate sentence of the second paragraph of Item 3, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares reported in this Schedule 13D.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits.

1. Joint Filing Agreement.

2. 2008 Transfer Agreement.

3. 2008 Sale Agreement.

4. 2008 Amendment Letter.


CUSIP No.		G39300 10 1		Page		8		of		10 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: November 18, 2008	HILL STREET TRUSTEES LIMITED, as trustee of the Quan Gung ‘86 Trust
	By:	/s/ Alan Richard Binnington
		Name:	Alan Richard Binnington
		Title:	Director


HUNG LAY SI CO. LTD.
By:	/s/ Alan Richard Binnington
	Name:	Alan Richard Binnington
	Title:	Director


CUSIP No.		G39300 10 1		Page		9		of		10 Pages

SCHEDULE A

Transactions in the Shares Within the Past 60 Days


Common Shares to be
Transferred or Sold	Consideration	Expected Date of Sale

5,600,000	Deemed repayment of $44,800,000 of the 2003 Purchase Price¹	Prior to November 30, 2008

400,000	US$3,200,000²	Prior to November 30, 2008


¹		The Shares were transferred pursuant to the 2008 Transfer Agreement, as amended by the 2008 Amendment Letter (a private securities transaction).

²		The Shares were sold pursuant to the 2008 Sale Agreement, as amended by the Amendment Letter (a private securities transaction).


CUSIP No.		G39300 10 1				10		of		10 Pages

EXHIBIT INDEX


Exhibit		Page

1. Joint Filing Agreement

2. 2008 Transfer Agreement

3. 2008 Sale Agreement

4. 2008 Amendment Letter

EX-1 2 c77484exv1.htm JOINT FILING AGREEMENT Filed by Bowne Pure Compliance

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) (l)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and/or 13D/A dated April 20, 2000, as amended by Schedule 13D/A (Amendment No. 1) dated December 8, 2003, as amended by Schedule 13D/A (Amendment No. 1) dated November 18, 2008 (including amendments thereto) with respect to the Common Shares of Global Sources Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement:


Dated: November 18, 2008		HILL STREET TRUSTEES LIMITED,
		as trustee of the Quan Gung ‘86 Trust

		By: /s/ Alan Richard Binnington
		Name: Alan Richard Binnington
		Title: Director

		HUNG LAY SI CO. LTD.

		By: /s/ Alan Richard Binnington
		Name: Alan Richard Binnington
		Title: Director

EX-2 3 c77484exv2.htm 2008 TRANSFER AGREEMENT Filed by Bowne Pure Compliance

Exhibit 2

AGREEMENT

THIS AGREEMENT is made on the day of October 2008 between:

1.		Hill Street Trustees Limited of 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands in its capacity as trustee of The Quan Gung ‘86 Trust (the “Trustee”);

2.		Hung Lay Si Co Limited whose registered office is at 4^th Floor, Century Yard, Cricket Square, Elign Avenue PO Box 32322, George Town Grand Cayman Islands British West Indies (the “Company”); and

3.		Merle A. Hinrich of 22/F Vita Tower A 29 Wong Chuk Hang Road Aberdeen Hong Kong ( “MAH”).

The Company, MAH and the Trustee are hereinafter jointly referred to as the “Parties”.

WHEREAS

(A)		Pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) dated 23^rd November 2003 entered into by the Parties MAH purchased from the Company 13,667,132 unpaid common shares (“the Purchase Shares”) of US$0.01 in Global Sources Ltd of Canon’s Court, 22 Victoria Street, Hamilton, Bermuda (“GSL”) for a total purchase price of US $109,337,056 (“the Purchase Price”).

(B)		Pursuant to the Agreement the Purchase Price is payable by MAH on the earlier of the date of death of MAH or 23^rd November 2013 or on such earlier date as MAH may decide.

(C)		By way of security for payment of the Purchase Price MAH granted to the Company a security interest over 17,675,353 common shares of US$0.01 in GSL (“the Security Shares”), which shares include the Purchase Shares by a Security Agreement (the “Security Agreement”) executed by the Parties on the 23^rd November 2003.

(D)		MAH now wishes to repay a part of the Purchase Price by transferring to the Company 5,600,000 common shares of US$0.01 in GSL (“the Consideration Shares”) at an agreed value of US$7 per share

NOW THEREFORE IT IS AGREED as follows:

Interpretation

1.1.

In this Agreement, unless there be something in the subject or context inconsistent with such construction:

	1.1.1.		the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

	1.1.2.		the word “signed” shall be construed as including a signature or representation of a signature affixed by mechanical or other means;

	1.1.3.		the words “in writing” shall be construed as including written, printed, telexed, electronically transmitted or any other mode of representing or reproducing words in a visible form;

	1.1.4.		words importing “persons” shall be construed as including companies or associations or bodies of persons whether corporate or unincorporated;

	1.1.5.		words importing the singular number shall be construed as including the plural number and vice versa;

	1.1.6.		words importing the masculine gender only shall be construed as including the feminine gender;

	1.1.7.		references to clauses are to Clauses of this Agreement; and

	1.1.8.		references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed.

	1.1.9.		The headings herein are for convenience only and shall not affect the construction of this Agreement.

Part Payment of the Purchase Price

	2.1		Subject to and in accordance with the provisions of this Agreement and the Share Purchase Agreement MAH agrees to transfer and the Company hereby agrees to receive the Consideration Shares free from all liens, security interests, charges and other encumbrances of whatsoever nature and with all rights attaching to them.

	2.2		Pursuant to Clause 4.1B of the Share Purchase Agreement the transfer of the Consideration Shares shall be regarded as partial consideration of the Purchase Price by MAH

	2.3		Completion of the transfer and receipt of the Consideration Shares (“Completion”) shall take place on 31^st October 2008 or such other date as the Parties may agree.

	2.4		Completion shall in no way affect or impair the continuation in force of the Share Purchase Agreement

	2.5		Following completion an amount of US$70,137,056 will remain outstanding of the Purchase Price

	2.6		The Trustee as owner of the Company hereby confirms its agreement to the transfer of the Consideration Shares to the Company in partial payment of the Purchase Price as set out in the terms of this Agreement.

Obligations on Completion

	3.1		MAH shall on Completion deliver to the Company duly completed and signed transfers in favour of the Company in respect of the Consideration Shares.

	3.2		MAH shall execute such further documentation (if any) as the Company may reasonably request in writing in order to effect the registration of the Consideration Shares in the name of the Company.

	3.3		The Company shall on Completion transfer to MAH the Company’s relevant right, title and interest in or to the Security Shares as pursuant to Clause 6 of the Share Purchase Agreement.

4.		Confidentiality

		This Agreement and any information or document provided hereunder is confidential and shall not be passed on or copied to any person except for the purposes of professional advice to be given in relation to this Agreement.

5.		Costs

		The costs of preparation of this Agreement shall be borne by the Company.

6.		Further Assurance

		The Parties agree to do all things and to execute and sign all documents reasonably required to effectively transfer the title and interest in the Consideration Shares from MAH in accordance with this Agreement and otherwise to give effect to the terms of this Agreement.

7.		Counterparts

		This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

8.		Governing Law

		This Agreement shall be governed by and construed in accordance with the laws of Jersey and the Parties irrevocably agree that the Courts of Jersey shall have jurisdiction to settle any dispute which arises out of or in connection with this Agreement.

9.		Successors and Assigns

		This Agreement shall enure to the benefit of and be binding upon the respective successors and assigns of the Parties.

		IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first before written.

SIGNED by
for and on behalf of the Trustee in the
presence of: -

Witnesses:

1)		Signature: Name: Occupation: Address:

2)		Signature: Name: Occupation: Address:

The Common Seal of:
Hung Lay Si Co Limited was affixed in the
presence of:-

Authorised Signatory:

Executed as a Deed by

MERLE A. HINRICH

in the presence of:-

Witness signature:

Name in Print:

Address:

Occupation:

EX-3 4 c77484exv3.htm 2008 SALE AGREEMENT Filed by Bowne Pure Compliance

Exhibit 3

SHARE PURCHASE AGREEMENT

THIS AGREEMENT made on the day of October 2008 between:

1.		Hill Street Trustees Limited of 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands in its capacity as trustee of The Quan Gung ‘86 Trust (the “Trustee”);

2.		Hung Lay Si Co Limited whose registered office is at 4^th Floor, Century Yard, Cricket Square, Elign Avenue PO Box 32322, George Town Grand Cayman Islands British West Indies (the “Purchaser”); and

3.		Merle A. Hinrich of 22/F Vita Tower A 29 Wong Chuk Hang Road Aberdeen Hong Kong (the “Vendor”).

The Purchaser, Vendor and the Trustee are hereinafter jointly referred to as the “Parties”.

WHEREAS

(A)		The Vendor is the owner of 28,576,844 fully paid common shares of US$0.01 each in Global Sources Ltd of Canon’s Court, 22 Victoria Street, Hamilton, Bermuda (the “Company”).

(B)		The Vendor has agreed to sell and the Purchaser has agreed to purchase 400,000 Shares (the “Purchase Shares”) in the Company on the terms and subject to the conditions of this agreement.

(G)		The purchase by the Purchaser of the Purchase Shares has been authorised by resolution in accordance with the Companies (Jersey) Law 1991, as amended, and the Articles of Association of the Purchaser.

(H)		The Purchaser shall pay in consideration for the purchase of the Purchase Shares US$7 per Share to the Vendor, totalling an aggregate consideration of US$2,800,000 (the “Consideration”).

NOW THEREFORE THIS AGREEMENT WITNESSETH the agreement of the Parties as follows:

Interpretation

1.1.

In this Agreement, unless there be something in the subject or context inconsistent with such construction:

	1.1.1.		the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

	1.1.2.		the word “signed” shall be construed as including a signature or representation of a signature affixed by mechanical or other means;

	1.1.3.		the words “in writing” shall be construed as including written, printed, telexed, electronically transmitted or any other mode of representing or reproducing words in a visible form;

	1.1.4.		words importing “persons” shall be construed as including companies or associations or bodies of persons whether corporate or unincorporated;

	1.1.5.		words importing the singular number shall be construed as including the plural number and vice versa;

	1.1.6.		words importing the masculine gender only shall be construed as including the feminine gender;

	1.1.7.		references to clauses are to Clauses of this Agreement; and

	1.1.8.		references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed.

1.2.

The headings herein are for convenience only and shall not affect the construction of this Agreement.

Purchase of the Shares

	2.1.		The Vendor shall sell the Purchase Shares, and the Purchaser shall purchase the Purchase Shares, as hereinafter provided.

	2.2.		The Vendor shall sell the Purchase Shares free of all liens, charges and encumbrances and together with all rights attaching thereto.

	2.3.		Completion of the sale and purchase of the Purchase Shares (“Completion”) shall take place on 31st October 2008 or such other date as the Parties may agree.

Obligations on Completion

	3.1		MAH shall on Completion deliver to the Purchaser duly completed and signed transfers in favour of the Purchaser in respect of the Purchase Shares.

	3.2		MAH shall execute such further documentation (if any) as the Purchaser may reasonably request in writing in order to effect the registration of the Purchase Shares in the name of the Purchaser.

	3.3		On Completion, the Purchaser shall pay the Consideration to the Vendor or as it shall direct

	3.4		The payment made to the Vendor under this Clause 3 shall be made by wire transfer to the bank account of the Vendor as notified in writing by the Vendor to the Purchaser.

4.		Confidentiality

		This Agreement and any information or document provided hereunder is confidential and shall not be passed on or copied to any person except for the purposes of professional advice to be given in relation to this Agreement.

5.		Costs

		The costs of preparation of this Agreement shall be borne by the Purchaser.

6.		Further Assurance

		The Parties agree to do all things and to execute and sign all documents reasonably required to effectively transfer the title and interest in the Purchase Shares from the Vendor in accordance with this Agreement and otherwise to give effect to the terms of this Agreement.

7.		Counterparts

		This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

8.		Governing Law

		This Agreement shall be governed by and construed in accordance with the laws of Jersey and the Parties irrevocably agree that the Courts of Jersey shall have jurisdiction to settle any dispute which arises out of or in connection with this Agreement.

9.		Successors and Assigns

		This Agreement shall enure to the benefit of and be binding upon the respective successors and assigns of the Parties.

		IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first before written.

SIGNED by
for and on behalf of the Trustee in the
presence of: -

Witnesses:

1)		Signature: Name: Occupation: Address:

2)		Signature: Name: Occupation: Address:

The Common Seal of:
Hung Lay Si Co Limited was affixed in the
presence of:-

Authorised Signatory:

Executed as a Deed by

MERLE A. HINRICH

in the presence of:-

Witness signature:

Name in Print:

Address:

Occupation:

EX-4 5 c77484exv4.htm 2008 AMENDMENT LETTER Filed by Bowne Pure Compliance

Exhibit 4


The Directors
Hung Lay Si Co. Limited		Mourant Private Wealth
Century Yard
Cricket Square, Elign Avenue		Hill Street Trustees Limited
George Town		22 Grenville Street
Grand Cayman		St Helier
		Jersey JE4 8PX
Mr Merle Hinrichs		Channel Islands
c/o 22/F Vita Tower A
Wong Chuk Hang Road		T +44 (0)1534 609 000
Aberdeen		F +44 (0)1534 609 333
Hong Kong		www.mourant.com

11^th November 2008

Our ref: 2041291/chand/pwm/224179

Dear Sirs

Shares in Global Sources Ltd (“GSOL”)

We refer to the following agreements which each of you entered into on the 5^th November 2008:

	i)		A Share Purchase Agreement (the “SPA”) setting out the terms whereby Hung Lay Si Co. Limited (the “Company”) would receive a part repayment, from Mr Merle Hinrichs, in respect of the outstanding Purchase Price as specified in a Share Purchase Agreement entered into by the Company and Mr Hinrichs on the 23^rd November 2003. The repayment taking the form of a receipt by the Company of 5,600,000 GSOL shares from Mr Hinrichs.

	ii)		An Agreement (the “Agreement”) setting out the terms whereby the Company would purchase 400,000 GSOL shares from Mr Hinrichs

Collectively the “Agreements”.

We are pleased to agree to a variation in the terms and conditions of the Agreements as follows:-

The price for each GSOL share is to be US$8 and not US$7 as stated in the Agreements.

All other terms and conditions will remain unchanged.

Acceptance of the amended terms and conditions shall be signified by the Company, acting by its duly authorised signatory and Mr Merle Hinrichs each returning to us a signed copy of this letter.

Yours faithfully
For and on behalf of Hill Street Trustees Limited

Alan Binnington
DD +44 (0) 1534 609 380
Fax +44 (0) 1534 609 333
Alan.binnington@mourant.com

Hill Street Trustees Limited is regulated by the Jersey Financial Services Commission in the conduct of trust company business under the Financial Services (Jersey) Law 1998.

Page 2

Accepted on the terms and conditions stated herein.

Authorised Signatory/Director
For and on behalf of Hung Lay Si Co. Limited

Mr Merle Hinrichs

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