UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the Year Ended December 31, 1999



Commission File Number ___________



GLOBAL SOURCES LTD.______

(Exact name of Registrant as specified in its charter)



Bermuda_______________

(Jurisdiction of incorporation or organization)



Richmond House, 12 Par-la Vill Road, Hamilton HM DX, Bermuda

(Address of principal executive offices)



SECURITIES REGISTERED PURSUANT TO 12(b) OF THE ACT:



Title of each class                   Name of exchange on which registered

Ordinary Shares, $.01 par value       Nasdaq National Market



SECURITIES REGISTERED PURSUANT TO 12(g) OF THE ACT: None



SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION

PURSUANT TO SECTION 15(d) OF THE ACT : None



As of June 15, 2000, the Registrant had 26,303,949 common shares, $.01 par value, outstanding.

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 ninety (90) days.



Yes   [X]		No   [  ]



Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17   [  ]         Item 18   [X]





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GLOBAL SOURCES LTD.

INDEX TO

ANNUAL REPORT ON FORM 20-F

FOR FISCAL YEAR ENDED DECEMBER 31, 1999







Page



Item 1.    Business Discussion                    .3

Item 2. Description of Property                                   .19

Item 3. Legal Proceedings                                         .20

Item 4. Control of Registrant????????????????????????????????????????????????????????????..????..20

Item 5. Nature of Trading Market??????????????????????????????????????????????????????????????.20

Item 6. Exchange Controls and Other Limitations

Affecting Security Holders??????????????????????????????????????????????????????????????..??????????21

Item 7. Taxation????????????????????????????????????????????????????????????????????????????23

Item 8. Selected Financial Data????????????????????????????????????????????????????????????????23

Item 9. Management's Discussion and Analysis of Financial Condition and Results of Operations??????????..25

Item 9a. Quantitative and Qualitative Disclosures About Market Risk??????????????????????????????????35

Item 10. Directors and Officers of Registrant??????????????????????????????????????????????????????36

Item 11. Compensation of Directors and Officers??????????????????????????????????????????????????.37

Item 12. Options to Purchase Securities from Registrant or Subsidiaries????????????????????????????????.38

Item 13. Interest of Management in Certain Transactions????????????????????????????????????????????41

Item 14. Not Applicable??????????????????????????????????????????????????????????????????????43

Item 15. Not Applicable??????????????????????????????????????????????????????????????????????43

Item 16. Changes in Securities and Changes in Security for Registered Securities????????????????????????..43

Item 17. Not Applicable??????????????????????????????????????????????????????????????????????46

Item 18. Financial Statements??????????????????????????????????????????????????????????????????46



Item 19.  Financial Statements and Exhibits??????????????????????????????????????????????..67





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 operation 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



If one or more of these risks or uncertainties materializes, 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



All references in this Annual Report on Form 20-F to the terms ''we,'' ''our,'' ''us,'' the ''Company'' "Trade Media" and ''Global Sources'' refer to Global Source Ltd. and its subsidiaries. All references to ''fiscal'' in connection
with a year shall mean the 12 months ended December 31.

ITEM 1. BUSINESS  DISCUSSION



Overview



Global Sources Ltd. [NASDAQ:GSOL] is a profitable, business-to-business, market maker that is focused on electronic commerce.  We are a leading aggregator of online data from international export suppliers and of buying power from
global retailers, manufacturers and distributors that import.



Global Sources Online www.globalsources.com) is the core of our electronic commerce business.  Our Global Sources Transact software has order processing and EDI
capabilities that facilitate international transactions.  Our magazines and CD-ROMs support our transition to an electronic commerce business and enable us to serve the entire market and to raise customer awar

Global Sources' three primary business segments are online advertising services, global transaction software services, and subscriptions and print advertising services.  Since 1995, Global Sources has been transforming its business from
its historic basis in subscription and print advertising services to electronic commerce.

Over the past three years, its online and electronic commerce business has increased from 2% of revenue in 1996 to 28% in 1999.  For the year ended December 31, 1999, Global Sources Online produced approximately $25.8 million of
online advertising revenues, representing an increase of 77% over the same period in 1998, and generated income from operations of $3.6 million. Subscriptions and print advertising services generated $62.1 million in revenue and $9.4 million in income
from
Global Sources is positioned to serve a very large market.  Total global merchandise trade in 1998 exceeded $5.3 trillion.  Asian exports in 1996 alone totaled approximately $359 billion.

We aim to be the communication, information and transaction hub for each of the vertical trading communities that we serve.  Our mission is to be the essential infomediary and business-to-business market maker for volume buyers
worldwide.  We bring together large groups of buyers and suppliers who are fragmented and geographically dispersed.

We specialize vertically, serving trading communities for various industrial sectors, and horizontally, by providing import/export business process functionality.  In 1999, we were serving eight vertical industries: consumer
electronics, computer products, electronic components, telecommunications, timepieces, hardwares, fashion accessories and gifts and home products.

We emphasize serving very large buying organizations because these firms account for a disproportionately large volume of trade and are technologically advanced.  The executives who use our services are senior management with large
import buying power.

Recent monthly metrics include 630,000 user sessions, during which there were over 2,600,000 page views.  Monthly, more than 4,000 suppliers maintain a Web site on Global Sources Online.  Advertisers receive approximately 190,000
inquiries monthly through our Web site.

We are extending the functionality of Global Sources Online by enhancing our transaction software offerings with new, Web-enabled versions of Transact, our client/server software, and by adding Connect, a
comprehensive, hosted document messaging service.  Private Buyer Catalogs are a key component of our solution and we are launching Private Supplier Catalogs.

A key element of our growth strategy is our wider geographic scope.  In 1999, we extended beyond Asia where we have established a strong presence as Asian Sources.

We believe that our services will enhance our customers' sourcing, purchasing, marketing and sales productivity.  We also believe that the shift to global electronic commerce will position us to connect thousands of buyers and suppliers
and to satisfy significant demand.

We have published international trade magazines since 1971, representing 29 years of experience working with export suppliers and global buyers.  Since 1991, we have been a vendor of order processing software for international trade. In
1995, we launched our first Web site for this market.  Our executive team has an average of 15 years experience with us, including major involvement with electronic commerce and the Internet since at least 1995.

BUSINESS OF GLOBAL SOURCES LTD.

Industry Background

Global Trade - Market Size and Growth Drivers

Global merchandise trade is growing substantially.  Total global merchandise trade in 1998 exceeded U.S.$ 5.3 trillion.  World trade growth is forecast to gradually recover to the trend rate of about 7.5% by 2002, while trans-Pacific
trade alone is expected to double over the next 15 years.  Of the current product categories covered by Global Sources, Asian exports alone totaled approximately $359 billion in 1996.

According to McKinsey & Company, the value of the world economy that is "globally contestable" - that is, open to global competitors in product, service, or asset ownership markets - will rise from approximately $4 trillion in 1995
to well over $21 trillion by 2000.  They also say that the share of world GDP that is effectively globalized is set to rise from around 20 percent today to well over 50 percent in the next 10 to 15 years.

The increasing availability of global capital, advances in Internet commerce, and the role of the WTO are serving to accelerate the processes of globalization.  The barriers to globalization are falling in the most developed and
developing countries.  As regulation is relaxed and other barriers - such as foreign exchange controls, ownership restrictions, and access to capital, infrastructure, and information - are overcome, opportunities to globalize are growing exponentially.
International Trade - From Traditional to Electronic CommerceThe environment of international trade involves numerous complex factors that do not exist in a domestic environment.  These include: shipment cost and time; working and trade finance capital availability; customs, duties and/or quotas;
time zones; cultural issues; and large distances between trading partners.

Trade documents have to be processed and shared between a large number of parties including buyers, suppliers, banks, air and sea carriers, government organizations, third-party quality control firms and buying agents.  There are a
multitude of independent logistics providers handling consolidation, forwarding, shipping, and customs services.  In addition there are customs rules and processes that differ from country to country.  There are different currencies, different payment
systems,
Retailers and importers face tremendous competitive pressures to lower costs and improve sales effectiveness.  Retailers' primary objectives are reducing inventory, minimizing closeout sales, and avoiding out-of-stock situations.
Virtually all importers have to explore purchasing solutions that will achieve improvements in efficiency, costs and business process management.

In order to attract and keep consumers, retailers must increasingly offer more desirable products and prices, while optimizing factors such as product variety, inventory carrying costs, retail prices and costs of goods.  Retailers
therefore spend a significant portion of their time searching for merchandise and suppliers, a process known in the industry as sourcing, and increasingly require just-in-time sourcing of that merchandise.  Buyers know that using the Internet for sourcing
and pu
Today, most organizations source products through paper-based or semi-automated processes.  These processes are costly, time consuming and complex, and often include the re-keying of information, lengthy approval cycles and significant
involvement of financial and administrative personnel.  International product sourcing presents additional complexities because of the maze of regulatory approvals, lender support criteria, linguistic hurdles and supplier-purchaser system incompatibility th
Traditional importing often requires the buyer to explore product offerings on a manufacturer-by-manufacturer basis.  Significant resources are devoted to identifying each manufacturer of a product and comparing product offerings among
manufacturers.

Many suppliers suffer from inefficient, error-prone and manually intensive order fulfillment processes.  They have to dedicate significant resources to the manual entry of information from faxed purchase orders and the manual processing
of the many trade documents that are required.  Without fully automated and integrated electronic commerce technologies, both buyers and suppliers incur substantial extra costs in conducting international commerce.

Import decision-makers will benefit greatly from automation that enables them to quickly find and evaluate products and suppliers.  This can dramatically reduce the time and cost of the sourcing process.  And automating communication
and transactions between trading partners will deliver significant cost, cycle time and process improvements.

Many manufacturers that want to expand their base of overseas customers face immense difficulties because they are not well known and do not have sophisticated technological resources.  Marketing over the Internet increases their sales
opportunities, shortens transaction cycles and reduces administration costs.  However, independently establishing a presence on the Internet requires a company to expend a great deal of time and resources to attract buyers to their sites and to acquire the
The impact of the Internet and electronic commerce has repercussions that are impacting all international buyers and suppliers - offline and online.  Business models are in flux, and technology "solutions" are needed yesterday.
Moreover, companies have to carefully consider their core competencies versus investments in information technologies.  The stage is set with the technology and audience now in place to support fundamental change in the way international trade gets done.
Trade DocumentationElectronic Commerce, for the bulk of its 20-year existence, has mostly relied on proprietary technologies and rigid communication protocols and standards - primarily EDI.  However, organizations fortunate enough to participate in such
digitized interactions have realized benefits in the areas of reduced administrative costs and cycle times, improved data accuracy, and enhanced business processes.

EDI never achieved the penetration that was hoped for due in large part because it was too costly and burdensome to implement.  As a result, electronic communication between trading partners has been primarily limited to only the
largest organizations with the majority in the U.S.

The low adoption of EDI has created "pockets of electronic commerce" within which organizations can electronically communicate and transact with only a limited number of trading partners.  As a result, most organizations continue to
rely on traditional, paper-based communications and transactions for at least a portion of interactions with trading partners.  This practice is problematic in that paper-based communications and transactions require more time and resources to process and
are
The Internet virtually guarantees that we will soon witness a one-time transformation of all business-to-business international commerce to electronic documents.  The Internet has provided an inexpensive, open and direct channel between
trading partners of all sizes and levels of technological sophistication and is ideally suited for international trade.  The ease, low cost and benefits the Internet provides will make electronic documents an easy choice for all importers and exporters.

As an international trade market maker Global Sources has the unique ability to exploit the Internet's most salient characteristics.  Web services for transaction-related documents will offer tangible transaction flow savings
particularly where strong standards develop for how product and supply chain information is exchanged between importers and exporters.



Business-to-Business Electronic Commerce - Transactions and Advertising



According to Forrester Research, Inc., business-to-business electronic commerce in the United States is expected to soar to $1.3 trillion by 2003, exceeding 9% of U.S. business sales.  In Asia, business-to-business electronic commerce
is forecast by Dataquest to be particularly robust, jumping to $280 billion in 2003 from a current base of only $8 billion.



Business-to-business market makers/infomediaries are expected to be a major force within business-to-business electronic commerce.  Bear, Stearns & Co. Inc. forecasts that business-to-business metamediaries will facilitate the
exchange of more than $400 billion in 2003.  Looking specifically at Asia, Dataquest also predicts that Asian manufacturers will supply more than 20% of the world's manufactured goods via global Internet-based supplier and buyer hubs by 2004.



Business-to-business online advertising is expected to follow business-to-business electronic commerce revenue growth.  "Advertising" in this context should be broadly defined and will include new forms of advertising.  Today, many
purchasing decision makers do not yet have Internet access.  However, within the next few years, Web access is expected to be virtually universal and indispensable among medium-sized and large businesses.  As buyers' access increases and electronic
commerce tra



According to Gartner Group, Inc., by 2003 a majority of enterprises gaining competitive advantage online will have shifted the focus of their e-business spending from building supersites to establishing partnerships with electronic
market makers.  In addition, through the end of 2002, 75% of manufacturers will participate in electronic marketplaces by paying subscription-based tenancy fees.  Gartner Group, Inc. also predicts that by 2001, 70% of distributors who operate online will
reap m



The Market Maker Opportunity



By leveraging the benefits of the Internet, vertical marketplaces and eBusiness portals are changing the way business is conducted - enabling new methods of trade, expanding relationships between buyers and sellers, minimizing friction
throughout the commerce chain, and drastically reducing the costs of buying and selling.



The ubiquity of the Internet and our functionality as an international trade market maker, has the potential to reengineer supply chain management activities, shrink supply chain and commerce cycles, improve the quality of the resulting
processes, and lower administrative costs.



We believe that successful market makers will provide content, tools and resources to enable buyers and suppliers to manage a wider scope of activities and responsibilities and to accomplish their jobs better, faster and smarter.  We
also believe that they have the capability to bring the most benefits to the most diverse population of buyers.



Business Description



Vertical Trading Communities



Global Sources serves trading communities for various industrial sectors, known as verticals. Across the vertical trading communities Global Sources currently covers, it serves over 170,000 different users, excluding online users
who have not registered.



Trade Media's services have been developed primarily for retailers, distributors and manufacturers who import in volume for resale. Global Sources serves a specialized group of senior executives with large import buying power. Global
Sources believes:



- over 50% of these executives are owners, partners or presidents and another 20% are vice presidents, general managers or directors;
- more than 90% of these executives are involved in selecting their company's suppliers in other countries; and
- the median volume of annual import purchases for which these executives are responsible exceeds $2 million.



Suppliers from more than 90 different countries, approximately 90% of which are currently Asian manufacturers and trading companies, are listed or represented on Global Sources' Web sites.



Global Sources believes that attracting and retaining more advertisers depends on how well it satisfies buyers with its services.  We offer buyers the ability to place on its Web site customized, password-protected electronic catalogs
that buyers use for purchasing from current suppliers and identifying potential suppliers. Buyers inform Global Sources of the product categories in which they are interested. We place in these catalogs images and descriptions of suppliers' products matchin
g



Global Sources is transforming its business to electronic commerce because it believes that the electronic environment lets it serve buyers and suppliers more effectively and efficiently. However, regardless of which media they
currently prefer, Global Sources views each of its customer relationships as a valuable asset. Global Sources uses its magazines and CD-ROMs to raise the awareness of its customers about the benefits of its online services.



The following table profiles the eight vertical trading communities Global Sources serves. Most of these are broad industrial sectors that it believes offer significant opportunities to segment into additional vertical trading communities
 .

OVERVIEW OF VERTICAL TRADING COMMUNITIES SERVED BY GLOBAL SOURCES (1)

<TABLE>

<CAPTION>





|                                                                         | COMPUTER PRODUCTS                                                                       | CONSUMER ELECTRONICS                                        | ELECTRONIC COMPONENTS                                                                                                                       | FASHION ACCESSORIES                                                                                 | GIFTS & HOME PRODUCTS                                                                              | HARDWARES                                                                                                        | TELECOM PRODUCTS                                                        | TIMEPIECES                                                                 
|------------------------------------------------------------------------ | --------------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ---------------------------------------------------------------------------
|<S>                                                                      | <C>                                                                                     | <C>                                                         | <C>                                                                                                                                         | <C>                                                                                                 | <C>                                                                                                | <C>                                                                                                              | <C>                                                                     | <C>                                                                        
|                                                                         |                                                                                         |                                                             |                                                                                                                                             |                                                                                                     |                                                                                                    |                                                                                                                  |                                                                         |                                                                            
|Major Product Categories                                                 | PCs & Peripherals
Communications
     and Networking
Multimedia
Subsystems &
     Parts | Audio
Video
Home Office
     Electronics
Security & Safety  | Active & Passive
     Components
Electromechanical
     & Interconnects
Equipment,
     Supplies &
     Services
Subassemblies
     & Parts | Apparel & Accessories
Bags & Footwear
Manufacturing Supplies
Cosmetics & Beauty
     Products       | Household Products
Appliances
Fitness &
     Sporting Goods
Medical &
     Healthcare
Toys & Games | Home Center/DIY
Hand & 
     Power Tools
Auto Parts &
     Accessories
Industrial
     Equipment
     & Supplies | Networks &
     Systems
Phone &
     Terminals
Parts &
     Accessories | Watches
Packaging &
     Printing
     Materials
Parts & Accessories
Clocks
|                                                                         |                                                                                         |                                                             |                                                                                                                                             |                                                                                                     |                                                                                                    |                                                                                                                  |                                                                         |                                                                            
|Buyer Community                                                          |                                                                                         |                                                             |                                                                                                                                             |                                                                                                     |                                                                                                    |                                                                                                                  |                                                                         |                                                                            
|Total Size                                                               | 40,037                                                                                  | 45,118                                                      | 37,522                                                                                                                                      | 31,273                                                                                              | 40,410                                                                                             | 27,920                                                                                                           | 23,495                                                                  | 16,119                                                                     
|Size of Online Community                                                 | 12,485                                                                                  | 13,687                                                      | 11,783                                                                                                                                      | 8,634                                                                                               | 16,934                                                                                             | 11,317                                                                                                           | 8,734                                                                   | 3,813                                                                      
|Size of Magazine / CD-ROM Community                                      | 31,391                                                                                  | 35,642                                                      | 27,844                                                                                                                                      | 24,072                                                                                              | 28,143                                                                                             | 19,083                                                                                                           | 17,013                                                                  | 12,359                                                                     
|Buying Organizations with Private Buyer Catalogs
(Representative Sample) | NEC
Toshiba
Compaq
DELL Computer
Seagate Technology
Actebis                             | Xerox
Texas Instruments
Epson
Tandy Radio Shack
Dixons
Aiwa | Samsung Asia
Sony
Mitsubishi Electric
Canon
JVC
Omron                                                                                       | Woolworths Australia
Federated Dept.   Stores
Saks
Venator Group
Montgomery Wards
Polo Ralph Lauren | PREL
Mitsubishi
Kmart
Toys "R" Us
Staples
Office Max                                               | Gemex Trading
Markant
Home Depot
Grainger
OBI
Ace Hardware                                                       | Siemens
Philips
Bosch
Alcatel
Thomson
OKI                               | E.Leclerc
Karstadt
Kingfisher
Dollar General
Ha-Lo
Fossil                  
|                                                                         |                                                                                         |                                                             |                                                                                                                                             |                                                                                                     |                                                                                                    |                                                                                                                  |                                                                         |                                                                            
|Supplier Community                                                       |                                                                                         |                                                             |                                                                                                                                             |                                                                                                     |                                                                                                    |                                                                                                                  |                                                                         |                                                                            
|Total Size Listed Online
on November 9, 1999                             | 5,749                                                                                   | 6,531                                                       | 11,750                                                                                                                                      | 18,171                                                                                              | 28,586                                                                                             | 19,079                                                                                                           | 4,626                                                                   | 4,344                                                                      
|Average Number of
Advertisers per day                                    | 424                                                                                     | 469                                                         | 754                                                                                                                                         | 491                                                                                                 | 1,035                                                                                              | 538                                                                                                              | 253                                                                     | 227                                                                        
|Total "Advertising" Revenue From All Media                               | US$ 9,187,000                                                                           | US$ 8,499,000                                               | US$ 15,722,000                                                                                                                              | US$ 7,285,000                                                                                       | US$ 14,852,000                                                                                     | US$ 7,086,000                                                                                                    | US$ 5,326,000                                                           | US$ 3,294,000                                                              

(1)

</TABLE>

The Global Sources Solution



Global Sources serves as a neutral business-to-business market maker and infomediary between numerous vertical industries or trading communities.  On one side is a large, fragmented and geographically dispersed group of
buyers.  On the other side is a large group of geographically dispersed suppliers.  These buyers and suppliers have traditionally been connected by a very inefficient supply chain, where the buying/selling process has been costly and slow for both parties.
 G
es that greatly streamline the connections, cut costs and add value for both sides.



Since 1995, Global Sources has focused on the development of its online and electronic commerce services, using customers from its publications and software as the foundation for its online growth and transformation to electronic
commerce. Global Sources Online, the core of Global Sources' electronic commerce business, has been lead generation oriented, with most revenue coming from suppliers for advertising related services. Lead generation refers to the inquiries made by buyers t



Buyers have used Global Sources' services primarily for identifying potential products and suppliers. Suppliers use Global Sources' services to identify new prospects and customers worldwide and to maintain awareness among their
existing customer base. For many suppliers, Global Sources is their primary channel for sales development and growth.



Global Sources' growth strategy has three primary components: expand into new vertical trading communities and geographic markets; increase current market penetration with existing products and services; and introduce new software and
services.



Global Sources is enhancing its transaction software offerings with new Web-enabled versions and is introducing Global Sources Connect, a transaction document service. The buyers and suppliers Global Sources serves, traditionally
have been connected by a lengthy and inefficient production and supply chain. Global Sources intends to streamline this process through its Web site. Another key element for Global Sources' future growth strategy is to serve a wider geographic network of w/P>



The key elements of Global Sources' strategy are to:

- accelerate adoption of services by expanding and strengthening relationships with large retailers, manufacturers and distributors;



- extend its position as a leading source of industry information by continually building profiles of products, suppliers and buyers and increasing the usefulness of this data;



- expand the applicability of its software and services to increase automation of buying and selling;
- create market intelligence services based on its aggregated demand data;



- leverage buying activity, software applications and infrastructure to achieve economies of scale and to facilitate rapid market penetration and the growth of data from global suppliers;



- achieve a critical mass of product and supplier data, buyers and profiles necessary to sustain and to build transactions, revenue and profitability; and



- use magazines and CD-ROMs to satisfy all market and user needs and to encourage customers to shift to its online services.



Global Sources believes that there will be a rapid shift to business-to-business electronic commerce for international trade, and that buyers and suppliers will benefit increasingly from using Global Sources Onlineand its
related services:

<TABLE>

<CAPTION>





|<S>                                                                  | <C>                                                
|-------------------------------------------------------------------- | ---------------------------------------------------
|Buyer Benefits                                                       | Supplier Benefits                                  
|Faster awareness of new
products                                     | Lower cost of sales                                
|Personalized notification of
special offers                          | New sales channel                                  
|Lower cost of goods sold                                             | Reduced administrative costs                       
|Reduced inventory levels,
time-to-market and
administrative expenses | Controlled information
technology spending and risk
|Reduced cost of switching
suppliers                                  | Outsourcing of complex
technology solutions        
|Customized news                                                      | More efficient advertising
and marketing           
|Extensive product and
supplier information                           | Shortened transaction cycles                       
|A common interface to
supplier catalogs                              | Valuable sales leads                               
|Improved supply chain
management                                     |                                                    

</TABLE>



Global Sources also believes that as a business-to-business market maker, it is likely to have an advantage over most traditional offline businesses, allowing it to achieve increased financial returns. As Global Sources Online
grows in content and usage, more buyers will be attracted and that will attract more suppliers.



Current Products and Services for Vertical Trading Communities



Global Sources launched Asian Sourcesmagazine in 1971 to serve global buyers importing products in volume from Asia. Its group of sourcing magazines grew to where it had approximately 6,300 print advertisers annually. Global
Sources began its transition to the electronic environment in 1991, offering order processing software for international trade transactions. The experience and understanding gained from this has enabled it to develop its current Internet-based software,
servic
e solutions.



Global Sources Online is the foundation of Global Sources' electronic commerce business. Global Sources' comprehensive order processing software and services, Global Sources Transact,extends the usefulness of its Web
sites. Global Sources believes its Web sites, software and services together will connect thousands of buyers and suppliers in each of the vertical trading communities it serves.



Global Sources Online



Buyers use Global Sources Onlineto identify new suppliers and new products. Suppliers use Global Sources Onlineto market their products in an environment used by a large number of buyers. During December 1999, there
were more than 725,000 user sessions and more than 2,500,000 page views on Global Sources Online. The average user session lasted just over 13 minutes.



Global Sources Online was recognized in 1999 as being among the world's top 50 Internet sites by the U.S. magazine CIO/Web Business. In 1998, Global Sources was a winner in the Technology category of the Far Eastern Economic
Review'sAsian Innovation Awards. In 1997, Global Sources received a Tenagra Award for Internet Marketing Excellence.



A buyer has multiple ways to interface with, or enter Global Sources' Web sites:

- the Global Sources OnlineWeb site homepage;
- customized Private Buyer Catalogs;
- vertical trading community Web sites such as





Buyers search Global Sources Onlineby product, by supplier or by country. A key feature is the common interface to supplier catalogs that makes it unnecessary for buyers to leave Global Sources' Web sites and visit various
supplier Web sites, each with a different data structure and design. Another important feature is Product Alert, which notifies buyers by e-mail whenever there is new advertising or editorial content in the categories they have specified. In December 1999
 3.2 million notifications to buyers. Global Sources also offers its own and third-party editorial content and information on trade, travel, conferences and exhibitions.



A supplier that contracts with Global Sources for a marketing Web site pays a fee for the development and hosting of that presence. The fee varies depending upon the number of products displayed and the duration of the contract. On Global Sources Online,Global Sources maintains Web sites for more than 4,000 advertisers per day who promote more than 75,000 products. Advertisers received more than 157,000  inquiries in December 1999, representing an increase of approximately 54%, as



Transaction Software and Services



Global Sources Transact software is a comprehensive trade management system that integrates sourcing, order processing and electronic data interchange capabilities to manage each step in the supply chain and minimize manual and
paper-based transactions. It supports multiple currencies, company systems and languages as well as turn-around document generation.



Global Sources Transact works with Global Sources Onlineto save buyers and suppliers significant time and expense. This transaction software solution represents an affordable mechanism to connect trading partners of
varying sizes and levels of technical sophistication. Global Sources believes Global Sources Transactwill attract buyers and suppliers unable or unwilling to make the investment in closed or proprietary software solutions. Global Sources also sees an opp
 solutions to attract buyers and suppliers already using more traditional and expensive systems.



Global Sources Transact is based on the client server product known prior to November 1999 as Asian Sources eTrade. Global Sources established this business in 1991, and this software has since been purchased and installed
by approximately 350 trading organizations.



Platform for Third-Party Market Makers Globally



Companies who import from Asia normally also import from other supply markets and usually also buy from domestic sources. Accordingly, Global Sources has designed its entire infrastructure and support systems to extend to new supply
markets. Global Sources' applications and services are built to enable sales representatives in remote parts of the world to manage prospects, create sales and marketing materials, build and update their customers' Web sites, generate invoices and create s



In September 1999, Global Sources launched Global Sources Onlineand other country specific sites. At the same time, Global Sources established its new markets group to build global content through a network of local and regional
Web sites based upon, and integrated with, the Global Sources Onlineplatform.



Global Sources will provide third-party market makers with access to Global Sources technology and sales support, and provide a platform for them to bring in new products and suppliers. The content from these new markets will be made
available on local and regional versions of the Global Sources OnlineWeb sites, as well as on the main Web site itself. In addition to generating more revenue from such partnerships, Global Sources believes that it will increase the number of vertical





Sourcing Magazines and CD-ROM Supplements



Since Global Sources launched its online services in 1995, its sourcing magazines have been increasingly repositioned to play a supportive, promotional and educational role for its online services. The magazines are distributed to a
mixture of paid subscribers, free prospects and trade show visitors. They contain independent editorial features including market reports and product surveys. Global Sources publishes a monthly sourcing magazine for each of the vertical trading
communities tha



Global Sources' CD-ROMs provide buyers with sections of the content of Global Sources Online. They satisfy a demand from buyers for portable and fast access to Global Sources data. Each CD-ROM contains complete supplier product
catalog information for the vertical trading community it serves.



Global Sources will continue to accelerate its efforts to use its magazines and CD-ROMs to shift its customers to use Global Sources Onlineand its related electronic commerce services.



Future Products and Services for Vertical Trading Communities



Global Sources is developing new versions of its catalog services, Global Sources Transactsoftware and launching new trade document messaging services.



Catalog Services



There are currently two types of Global Sources private catalog - one designed for volume buyers to make their sourcing efforts more efficient, the other for suppliers, designed for marketing purposes.  Global Sources
Private Buyer Catalogs and Private Supplier Catalogs form a repository of structured, product and supplier data that can be used throughout the supply chain. Plus, they integrate tools for their users to use and update their data.



Global Sources has maintained personalized versions of its Web site for significant buying organizations since 1997. Partner companies set up personalized product and supplier catalogs for each of their merchandisers in a secure and
private environment. In turn, Global Sources notifies the supplier community about any changes in these partners' sourcing requirements, enabling suppliers to respond instantly to big importers' demands.



From the first quarter of 2000, Global Sources will enable suppliers in its community to make use of similar private, secure catalog functionality from which they can control and direct their marketing.



Every Supplier Catalog user will be able to use their online tool to add and update products on their Global Sources Online showroom, as well as maintain their own private product catalog and e-mail or print product data on
demand. They can even use their Supplier Catalog to create their own "corporate" Web site on the Internet, independently of Global Sources Online.



Global Sources Transact



New Web-enabled configurations of Global Sources Transact are currently under development.



Transact  may be hosted by Global Sources, and customizable to the buyer or supplier's individual business processes. Targeted at the larger organization, Transact is available on a license rather than a rental
basis, but has  for the client the benefits of being able to outsource data and server maintenance to the specialist - Global Sources.  Transactis also available in a version hosted by the client company themselves, giving them total control ov



Aside from the Microsoft or Netscape browser required to use Global Sources Transact Web-based services, the client/server and Web version interfaces are identical.  Transact is configured to operate alongside whatever other
manufacturing resource planning (MRP) or enterprise resource planning (ERP) systems that trading partners may already have in place.



Global Sources Transact is developed on Oracle's powerful 8i database, allowing flexible integration with legacy systems, robust security for mission-critical applications, and the scalability to handle even the largest and most
demanding transactions.



Global Sources Connect



A new suite of electronic messaging services, Global Sources Connect, is currently in beta test for roll out in 2000.  Accessed through Global Sources Online, Private Buyer Catalogs and Private Supplier Catalogs, Global
Sources Connect will enable buyers and suppliers to send, receive and respond to structured electronic messages.  The tool will be able to accept and deliver business documents such as RFIs (requests for information), RFQs (requests for quotations) and



We expect our Internet-based electronic document services to be very attractive to buyers and suppliers unable and unwilling to make the investment in closed proprietary software solutions.  We also see an opportunity for our less
expensive solutions to make headway among buyers and suppliers already using legacy systems.



Other Products and Services



Global Sources' history and local market expertise in Asia resulted in the development of Chinese language and technical Web sites, conferences and exhibitions, in addition to Global Sources' vertical market-focused products and
services. The majority of these activities come under the management of Global Sources' technical electronics group, which is a provider of information to electronics engineers and electronic component buyers throughout Asia. Global Sources has three Web
sites



Chinese and Technical Web Sites, Media and Events



Global Sources' history and local market expertise in Asia has allowed the development of several complementary media and activities alongside its vertical-focused products and services.  The majority of these activities come under
the management of our Technical Electronics Group, which is the leading provider of information to electronics engineers and electronic component buyers throughout Asia.



Web sites



Chief Executive China Online



Magazines



Asian Sources Electronics Engineer delivers the very latest high-tech components and techniques to Asia's engineering community in Chinese, Korean and English.  Electronics News for Chinawas launched in 1984 and serves
China's electronics enterprise managers who are responsible for component, material, and equipment purchasing decisions.  Communications & Networking China is a vital channel for executives to find information on the latest voice and data network prod



Conferences and Exhibitions



International Integrated Circuits is held in Guangzhou, Shanghai, Beijing, and Taipei for engineers and corporate/technical management - and key exhibitors include Intel, National Semiconductor, and Texas Instruments.  Wireless Technologies China is held in Guangzhou and Shanghai for design engineers and management, procurement executives, and corporate management - and key exhibitors include Anritsu, Maxim, Powerwave Technologies, and Shanghai Ericsson Simtek Electroni



Customers



Global Sources has a large existing customer base among top buyers and suppliers. Listed below in alphabetical order are some of its customers.



Buyers



Global Sources emphasizes serving large buying organizations because these firms account for a disproportionately large volume of trade and are technologically advanced. The companies whose buyers have established private buyer
catalogs with Global Sources have combined 1998 annual sales in excess of $760 billion. The following 20 companies are representative of the more than 90 companies currently profiled on the Global Sources Onlinehome page:



|Ace Hardware - USA                   | Mitsubishi - Japan             
|------------------------------------ | -------------------------------
|Alcatel - France                     | Montgomery Ward - USA          
|Black & Decker - USA                 | OfficeMax - USA                
|Coles Myer - Australia               | Philips Singapore - Netherlands
|Dell Computer - USA                  | Samsung Asia - Korea           
|Federated Department Stores - USA    | Siemens - Germany              
|Gemex Trading - Switzerland          | Staples - USA                  
|Grainger Global Sourcing Int'l - USA | Tandy Radio Shack - USA        
|Home Depot - USA                     | Toshiba - Japan                
|Kmart Far East - USA                 | Toys "R" Us - USA              



Advertisers



On a daily basis, more than 4,000 companies advertise with Global Sources. The following represent Global Sources' top 20 advertisers in terms of cash revenue since January 1, 1999:







|Analog Devices            | National Instruments 
|------------------------- | ---------------------
|Billionton Systems        | Raychem              
|Chieftec Industrial       | Realtek Semiconductor
|Cypress Semiconductor     | Samsung Electronics  
|Dow Corning               | STMicroelectronics   
|ElanVital                 | Sun Motor Industrial 
|Hyundai Electronics       | Texas Instruments    
|MA Labs                   | Toshiba Electronics  
|Maxim Integrated Products | Vishay               
|Motorola Semiconductors   | Wealth Metal Factory 



None of the above customers represents more than 1% of Global Sources' revenues for the year 1999, and in the aggregate they accounted for approximately 3% of revenues during that period. Global Sources currently does not receive
revenue from buyers for private buyer catalogs.



Foundation and History



In 1971 we launched, Asian Sources, a magazine to serve global buyers importing products in volume from Asia.  Over the years our group of sourcing magazines grew, and we became one of Asia's leading providers of trade
information with some 6,300 print advertisers annually.  Our sourcing magazines are the foundation of all our online and electronic commerce initiatives.



We began our transition to the electronic environment in 1991, when we began offering electronic commerce and EDI tools for use by our customers.  Over the years, this has evolved into the Global Sources Transact suite of tools,
which enables importers to automate and link their entire purchasing process to their suppliers.  Our understanding of the roles played by the various parties in international trade, has allowed us to translate the complexities involved into a
comprehensive



Due to the extensive database of trade contacts that we have built up over 28 years, we anticipate that we will have relatively low customer acquisition costs compared to many other electronic commerce businesses.



Competition



Global Sources' competition varies by media type, both online and print, for transaction software and services, and by geographical focus.



The market for online market makers and business-to-business electronic commerce is intensely competitive, rapidly evolving and subject to sudden technological change. The market is highly fragmented, and no competitor is dominant.
Global Sources is unable to determine its market share with any degree of certainty. Many of Global Sources ' actual and potential competitors have announced or introduced solutions that compete, at least in part, with its products and services. Global
Sources



A number of companies offer solutions that compete with those of Global Sources. Classified by business type, these competitors include:







|distributors                      | telecommunications companies
|--------------------------------- | ----------------------------
|EDI software and service vendors  | trade associations          
|government trade promotion bodies | trade magazine publishers   
|Internet service providers        | trade show organizers       
|large buying organizations        | trading community organizers
|portals                           | value-added networks        



In terms of geographical focus, several competitors concentrate solely on the United States. Most government-sponsored competitors focus exclusively on their own countries' suppliers and products. Lastly, some business marketplaces are
closed communities that require membership and/or proprietary software to participate. Global Sources believes that its established and proven technology and its knowledge of its market provides it with the necessary capabilities to adapt to the evolving ma



Competitive Advantages



Global Sources may have the following competitive advantages:

- established communities of buyers and suppliers;
- track record as a trusted third-party;
- strong brand, built over its 28-year history;
- more than 600 sales representatives with established supplier relationships;
- extensive database of global trade contacts;
- proprietary, specialized industry content;
- vertical and horizontal specialization;
- magazines and CD-ROMs that enable it to serve the entire market and encourage all businesses to use its online services;
- resources to invest in infrastructure, software development and maintenance;
- expertise in supply chain management software development;
- diversified customer base with no advertiser representing more than 1% of revenues; and
- experienced management team with substantial Internet and electronic commerce experience, and with an in-depth knowledge of how overseas products are sourced, purchased and delivered.



Competitive Disadvantages



Global Sources may have the following competitive disadvantages:

- competitors with lower priced offerings;
- subsidized competitors;
- competitors with greater financial resources and/or technology;
- competitors with more industry expertise; and
- competitors with relationships with, and/or a strong installed base of software within, large buying organizations.



Key Relationships



Global Sources has formed important relationships with business-to-business market makers, software developers and providers, and systems integrators. Global Sources' most important agreements are set forth below.





|Agreements with Business-to-Business Market Makers
|--------------------------------------------------
|Parties                                           
|PowerNet Computer Services (PTY) Limited          
|                                                  
|Pacific Access PTY LTD                            



|Agreements with Technology Providers
|------------------------------------
|Parties                             
|Oracle Corporation                  
|Singapore Telecommunications Limited
|Hong Kong Telecom                   



For the year ended December 31, 1999, Global Sources Ltd. Paid $702,000 in aggregate fee for contracts with the above technology providers.  No material amounts were paid in prior years.



Global Sources also has contracts with its advertisers. Each advertiser must complete a contract that specifies the size, type, frequency and dates of advertising, the parties to the contract and the cost of the advertising. Typically,
advertisers may cancel with 60 days' notice, a rate adjustment and payment of an early cancellation penalty.



Technology



Global Sources uses a combination of commercial software and internally developed systems to run its Web sites and services. Global Sources invested $1.2 million in 1996, $1.3 million in 1997, $3.1 million in 1998, and $1.8 million for
the first nine months in 1999 for online services development.



Scalable and Open Platform



Platforms enable users to create, retrieve and modify the various types of data stored in a computer system. The support for Global Sources' platform applications uses standard industry database protocols.



Therefore, Global Sources can integrate its systems with products from other vendors written in traditional program languages or more innovative systems. This provides Global Sources with the flexibility to focus on designing business
logic to implement complex business processes rather than spending time on complex infrastructure.



Open Internet Technologies. Global Sources' Internet offerings are based on industry standard Web technologies. Global Sources may deploy its Web offerings on any modern Internet browser platform, which means that Global Sources'
Web clients do not need to load its software onto their personal computers.



Security and Encryption. All of Global Sources 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 to make it unintelligible to all but the intended recipients.



XML. Global Sources uses Extensible Markup Language, referred to in the industry as XML, as an open communication protocol for information delivery. XML is a computer language created to search information on the Web by
permitting data to be coded for content, rather than solely for presentation. XML attaches description tags to each piece of data so applications can understand the meaning of the data and process it accordingly.



Powerful and Functional Business-to-Business Catalog Platform. Global Sources has used the industry expertise of its staff to build a Web-based business-to-business catalog platform that allows multiple buyers and suppliers to
connect to an electronic marketplace supporting a variety of services. Global Sources' business-to-business catalog platform provides for the creation and management of open, interactive marketplaces and the concurrent exchange of purchase orders, price,
avai



Distributed Content Management and Workflow System. Global Sources global transaction software services has built a Web-based content management and workflow system to manage the flow of information from advertisers and sales
representatives to its Web sites. Its sales representatives collect product information from advertisers and, if necessary, use digital cameras to take pictures of products. The pictures and information are sent to Global Sources' production units for
final te



Global Sources has a central database that enables its product catalog system. Global Sources' sales representatives may connect to the database over the Web or, if Internet connectivity is poor, they may use a computer application that
periodically synchronizes with the central database.



Customer Applications. Global Sources Transact is software which allows Global Sources' customers to access its database using an EDI application it has acquired for other purposes.



Application Service Provider Technology. Global Sources Transact is also deployed over the Web as a rental application using Oracle Corporation's Developer for Web technology known as Global Sources Transact Online. The
customer pays an initial set up fee and monthly subscription fees thereafter, which allows it to use these applications over Global Sources Onlineto communicate with buyers and suppliers over the Web. Application service providers integrate the busine



Employees



As of May 31, 2000, Global Sources had approximately 512 employees worldwide. Global Sources considers its employee relationships to be satisfactory. Global Sources' employees are not represented by labor unions and it is not aware
of any attempts to organize its employees.



ITEM 2.  PROPERTIES



Global Sources Ltd. has maintained a presence in Asia for over 28 years. Global Sources Ltd. has offices in Hong Kong, Singapore, the Philippines and China where, in the aggregate, it leases approximately 130,000 square feet of space
under cancellable arrangements with terms not longer than three years. Global Sources Ltd. also services its customers through sales representative offices located in Finland, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, The Netherlands,
Singapore, Ta



ITEM 3.  LEGAL PROCEEDINGS



Global Sources has been named as defendant in a number of legal actions arising from normal business activities. Global Sources does not expect any of these legal actions to have a material adverse effect on its business.



ITEM 4.  CONTROL OF REGISTRANT



The following tables set forth information about those persons who hold more than 10% of Global Sources Ltd common shares and the share ownership of Global Sources Ltd.'s directors and officers as a group. The information is based upon
our knowledge of the share ownership of such persons on May 31, 2000.



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



The Quan Gung 1986 Trust (through Hung Lay Si Co. Ltd., its wholly owned subsidiary) beneficially owns approximately 61% of the Global Sources common shares.  The Quan Gung 1986 Trust was formed under the laws of the Island of Jersey.
We have received an opinion from Mourant du Feu & Jeune, counsel to Hill Street Trustees Limited, the trustee of the trust, that the trustee has the sole and exclusive voting, investment and dispositive power over the shares of Hung Lay Si Co. Ltd.
owned by the trust; and, therefore, none of the beneficiaries or settlors of the trust has any control over such shares. This opinion also states that the trustee's powers under the trust are irrevocable and neither the settlor, the beneficiaries nor any
other person has under the terms of the trust the ability to amend or revoke such powers or to remove the trustee (except in very limited circumstances such as the trustee being a lunatic or of unsound mind, or becoming bankrupt). Hill Street Trustees
Limited is an Island of Jersey limited liability company whose shares are owned by partners of the Mourant Group, which is a firm based in the Island of Jersey that provides trust administration services. This counsel has also informed us that, as is
typical of trusts formed under the laws of the Island of Jersey, the trustee cannot make disclosure of the names of the beneficiaries or settlor of the trust in breach of the obligations placed on it under the terms of the trust and the laws of the Island
of Jersey and its duties of confidentiality. Accordingly, we do not know and may never know the identity of the beneficiaries or settlors of the Quan Gung 1986 Trust.



Common Shares Owned as Registered 				Number of 	Percentage

In the Register of Members as of May 31, 2000				   Shares

Hung Lay Si Co. Ltd.						16,035,388	61.0%

Merle A. Hinrichs  							 4,008,221 	15.2

All officers and directors as a group (11 persons) 4,011,850 	15.3



ITEM 5.  NATURE OF TRADING MARKET



Market Information



On April 17, 2000 our common shares began trading on the Nasdaq National Market under the trading symbol "GSOL".



Holders of Record



On May 31, 2000, we had approximately 939 holders of record.



ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS



The rights of Global Sources Ltd.'s shareholders, including those persons who will become shareholders, will be governed by Bermuda law and Global Sources Ltd.'s memorandum of association and bye-laws.



The following discussion of Global Sources Ltd. common shares, and the laws governing the rights of Global Sources Ltd.'s shareholders, is based upon the advice of Appleby, Spurling & Kempe, Bermuda counsel for Global Sources Ltd.



The authorized share capital of Global Sources Ltd. after the completion of the share exchange will consist of 50,000,000 common shares, par value $0.01 per share, of which 26,303,949 common shares will be issued and outstanding.



- Holders of the common shares have no preemptive, redemption, conversion or sinking fund rights.



- Holders of the 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.



- In the event of a liquidation, dissolution, or winding-up of Global Sources Ltd., the holders of common shares are entitled to share ratably in the assets of Global Sources Ltd., if any, remaining after the payment of all debts and
liabilities of Global Sources Ltd.



- Upon completion of the share exchange, all outstanding common shares will be fully paid and nonassessable.



- 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 such dividends, if any, as may be declared by the board of directors out of funds legally available for such purposes. Global Sources Ltd. may not declare or pay a dividend, or make a
distribution out of contributed surplus, if there are reasonable grounds for believing that:



- it is, or after the payment would be, unable to pay its liabilities as they become due; or



- the realizable value of its assets after such payment or distribution would be less than the aggregate amount of its liabilities and its issued share capital and share premium accounts.



The following is a summary of provisions of Bermuda law and Global Sources Ltd.'s organizational documents, including the bye-laws.



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 Global Sources Ltd.'s 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 common shares in Global Sources Ltd. 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 common shares of Global Sources Ltd.
half-yearly or on other dates, whenever the position of Global Sources Ltd., in the opinion of the board of directors, justifies such payment.



Dividends, if any, on the Global Sources Ltd. common shares will be at the discretion of its board of directors and will depend on its future operations and earnings, capital requirements, surplus and general financial conditions as its
board of directors may deem relevant.



Bermuda Law



Global Sources Ltd. has been designated as a nonresident under the Exchange Control Act of 1972 by the Bermuda Monetary Authority. This designation will allow Global Sources Ltd. 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 prospectus relates, nor passed on the accuracy or adequacy of this prospectus, 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 by the Bermuda Monetary
Authority as to the performance of Global Sources Ltd. or its creditworthiness. Accordingly, in giving such approvals or permissions, the Bermuda Monetary Authority will not be liable for the performance or the default of Global Sources Ltd. or for the
correctness of any opinions or statements expressed in this prospectus.



The transfer of common shares between persons regarded as resident outside Bermuda for exchange control purposes and the issue of common shares to such persons may be effected without specific consent under the Control Act and
regulations thereunder. Issues and transfers of common shares to any person regarded as resident in Bermuda for exchange control purposes require specific prior approval from the Bermuda Monetary Authority under the Control Act.



There are no limitations on the rights of persons regarded as non-resident of Bermuda for foreign exchange control purposes owning shares in Global Sources Ltd. Because Global Sources Ltd. has been designated as a non-resident for
Bermuda exchange control purposes, there are no restrictions on Global Sources Ltd.' ability to transfer funds, other than funds denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to United States residents who are holders of Global
Sources Ltd.' 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, Global Sources Ltd. is not bound to investigate or incur any responsibility in respect of the proper administration
of any such estate or trust.



Global Sources Ltd. will take no notice of any trust applicable to any of its common shares whether or not it had notice of such trust.



As an ''exempted company'', Global Sources Ltd. is exempt from Bermuda laws which restrict the percentage of share capital that may be held by non-Bermudians. However, as an exempted company Global Sources Ltd. may not participate in
designated business transactions, including:

- 
- the acquisition or holding of land in Bermuda (except that required for Global Sources Ltd.'s business and held by way of lease or tenancy agreement for a term not exceeding fifty 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 its officers and employees);



- 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;



- the acquisition of bonds or debentures secured on land in Bermuda, unless they are issued by the Bermuda Government or a public authority; or



- the carrying on of business of any kind in Bermuda, except in furtherance of the business Global Sources Ltd. carried on outside Bermuda or under a license granted by the Minister of Finance of Bermuda.

ITEM 7.  TAXATION

Bermuda Taxation



Global Sources Ltd. has 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 Global Sources Ltd.
or to any of its operations or the shares, debentures or other obligations of Global Sources Ltd. until March 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 Fairchild (Bermuda) in respect to the holders of its 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.



ITEM 8.  SELECTED FINANCIAL DATA



Five-Year Financial Summary of Trade Media

(predecessor to Global Sources Ltd.) (1)



The following summary historical financial information should be read in conjunction with the consolidated financial statements of Trade Media and related notes and ''Management's Discussion and Analysis of Financial Condition and
Results of Operations .'' The summary consolidated statements of income data for each of the three years ended December 31, 1997, 1998 and 1999, and selected consolidated balance sheet data as of December 31, 1998 and 1999 are derived from, and qualified
by reference to, the audited consolidated financial statements of Trade Media included elsewhere in this document.



<TABLE>

<CAPTION>



|                                             | Year Ended December 31,(2)           
|-------------------------------------------- | -------------------------------------
|                                             | 1995                                 
|                                             | (In thousands, except per share data)
|<S>                                          | <C>                                  
|Income Statement Data:                       |                                      
|Revenues                                     |                                      
|Online advertising services                  | $      -                             
|Subscriptions and print advertising services | 108,129                              
|Global transaction software services         | 594                                  
|Other                                        | 3,696                                
|Total Revenues                               | $112,419                             
|Gross Profit                                 | 78,298                               
|Income from Operations                       | 16,743                               
|Income before income taxes                   | 16,909                               
|Net Income                                   | $15,627                              
|Basic and diluted net income
per share       | $   0.62                             
|Cash dividends declared per
share            | $   0.80                             
|Weighted average shares
outstanding (3)      | 25,051                               
|Balance Sheet Data:                          |                                      
|Cash and cash equivalents                    | $16,090                              
|Total assets                                 | 53,092                               
|Stockholders' equity                         | 25,066                               

1. See Note 21 of Item 18, "Financial Statements'' for a description of the accounting treatment of the transactions.
2. The income statement information for the year ended December 31, 1995, and the balance sheet information as of December 31, 1995 and 1996 were derived from Trade Media's unaudited consolidated financial statements for those periods.
3. Reflects the distribution ratio of the Fairchild (Bermuda) common shares on a pro forma basis immediately prior to the share exchange. Similar to a share split, the weighted average shares are calculated at the same share exchange ratio for all
periods presented.  See note 21 of item 18, "Financial Statements" for details of the Share Exchange Agreement

</TABLE>



ITEM 9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General



Global Sources Ltd. was previously known as Trade Media Holdings Ltd., which was incorporated in September 1983 under the laws of the Cayman Islands, British West Indies.



Our three business segments are online advertising services, subscriptions and print advertising services, and global transaction software services. The following discussion and analysis provide information which our management believes
is relevant to assessing and understanding its consolidated results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and notes thereto.



In 1997, our business was adversely affected by the Asian economic crisis, which resulted in us recognizing a foreign exchange loss of $4.1 million. We recorded an exchange gain of $0.2 million and $0.4 million for 1998 and 1999,
respectively.



In 1998, we experienced a $2.5 million reduction in its subscriptions and print advertising services revenues as a result of the Asian economic crisis when advertising budgets for travel markets and luxury goods were cut. At the same
time, the Taiwan NT dollar depreciated by 15%, causing an additional $5.1 million decline in our revenues.



Online advertising services segment grew to $25.8 million in 1999 from $14.6 million in 1998 and $5.2 million in 1997.  Our total revenues declined by 4% in 1999, as compared to 1998, and declined by 10% in 1998, as compared to 1997.
These declines were offset partially by improvements in our online advertising services segment.



We believe the Asian economic crisis will have no further significant effects on our business. Any significant currency fluctuations in this region in the future, however, may adversely affect our business. We do not have any hedge
agreements against foreign currency fluctuations.

Risk Factors



Global Sources Ltd. is subject to various changing competitive, economic, political and social conditions.  These conditions are described below:



Dependence on the Internet and Related Services



Global Sources' business depends on the increased acceptance and use of the Internet as a medium of business-to-business e-commerce. Growth in the use of the Internet is a recent phenomenon. As a result, acceptance and use may not
continue to develop at historical or anticipated rates and a sufficiently broad base of business customers may not adopt or continue to use the Internet as a medium of e-commerce. Demand and market acceptance for recently introduced services and products
over the Internet are subject to uncertainty, and there exist few proven services and products.



International Markets



Approximately 93% of Global Sources' revenues are currently derived from customers in the Asia-Pacific region. As a result, Global Sources' business may be harmed by adverse political and economic events in the Asia-Pacific region.
In addition, Global Sources' Asia-Pacific suppliers face competition from other emerging markets. Global Sources' strategy is to continue to expand into other international markets, which are subject to risks, including:





??regional economic conditions, such as the recent crisis in Asian markets;

??political instability;

??conflicting and changing legal and regulatory requirements;

??the application of laws and regulations restricting Global Sources' operations due to its status as a foreign competitor;

??varying tax rates in different jurisdictions;

??difficulty staffing and managing geographically dispersed operations;

??the loss of revenue, property and equipment from expropriation, nationalization, war, insurrection, terrorism and other political risks;

??adverse governmental actions, such as restrictions on transfers of funds and trade protection measures, including tariffs and export quotas; and

??fluctuations in currency exchange rates.



Exchange Rates



Global Sources operates internationally and foreign exchange rate fluctuations may have a material impact on its results of operations. Historically, currency fluctuations have been minimal on a year-to-year basis in the currencies
of the countries from which Global Sources receives revenues. 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 proportionally 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 into U.S. dollars resulted in losses and
reflects the foreign exchange risk assumed by Global Sources between contract signing and the conversion of cash into U.S. dollars. To the extent significant currency fluctuations occur in the New Taiwan dollar or other Asian currencies or if the Hong
Kong dollar were no longer pegged to the U.S. dollar, Global Sources' profits would be affected.



Government Regulation



The laws governing Internet transactions remain largely unsettled. The adoption or modification of laws or regulations relating to the Internet may harm Global Sources' business by increasing its costs and administrative
burdens. It may take years to determine whether and how existing laws apply to the Internet.



Laws and regulations directly applicable to the Internet are becoming more prevalent. Global Sources may have to comply with new regulations in countries where it does business. The growth and development of e-commerce may prompt
more stringent laws. Compliance with these laws may prove difficult and may harm its business.



Volatility



Share prices of Internet-related companies have been volatile. This volatility is often not related to the operating performance of the companies. This industry volatility may reduce the price of our common shares, without regard
to our operating performance. Due to this volatility, the market price of our common shares may decrease. This may make it more difficult for us to sell equity securities at a time and price that is appropriate. The market price of our common shares may
fluctuate in response to the following factors, some of which are beyond our control:



??variations in our quarterly operating results;

??changes in public market analysts' estimates of our financial performance;

??changes in market valuations of similar companies;

??announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

??additions or departures of key personnel; and

??fluctuations in trading volume.

Competition



The e-commerce industry is competitive, evolving and subject to rapid technological change. Global Sources expects the intensity of competition to increase. Competition is likely to result in price reductions, reduced margins
and loss of market share, any one of which may harm Global Sources' business. Competitors vary in size, scope and breadth of the products and services offered. Global Sources may encounter competition from competitors who offer more comprehensive content,
services and/or functionality. In addition, Global Sources expects competition from other established and emerging companies, as the market continues to develop and expand, resulting in increased price sensitivity for the services it offers.



To compete successfully, Global Sources must adapt to a rapidly changing market by continually improving the performance, features and reliability of its products and services or else its products and services may become obsolete.
Global Sources may also incur substantial costs in modifying its products, services or infrastructure in order to adapt to these changes.



Many of Global Sources' competitors may have greater financial, technical, marketing and other resources and greater name recognition than it has. In addition, many of Global Sources' competitors may have established relationships
with its current and potential suppliers and buyers and may have extensive knowledge of its industry. In the past, Global Sources has lost potential customers to competitors. In addition, current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to increase the ability of their products to address customer needs. Accordingly, it is possible that new competitors or alliances among competitors may develop and rapidly acquire
significant market share. Global Sources also expects that competition will increase as a result of consolidation among its competitors.

Results of Operations

The following table provides the historical revenues and income from operations for our business segments.

<CAPTION>

<TABLE>

|                                                       | 1997     | 1998    | 1999   
|------------------------------------------------------ | -------- | ------- | -------
|<S>                                                    | <C>      | <C>     | <C>    
|Revenues:                                              |          |         |        
|Online advertising services                            | $  5,177 | $14,602 | $25,795
|Subscriptions and print advertising
services           | 96,596   | 76,817  | 62,116 
|Global transaction software services                   | 1,076    | 1,228   | 584    
|Other                                                  | 3,532    | 3,226   | 3,379  
|Total Revenues                                         | 106,381  | 95,873  | 91,874 
|Income/(loss) from Operations:                         |          |         |        
|Online advertising services                            | $(1,585) | $   513 | $ 3,607
|Subscriptions and print advertising services........?? | 18,878   | 13,921  | 9,392  
|Global transactions software services                  | (4,014)  | (1,889) | (1,562)
|Other                                                  | 1,277    | 32      | 319    
|Total Income from Operations                           | $ 14,556 | $12,577 | $11,756

</TABLE>



The following table presents our revenues by geographical area:



|              |  | Year Ended December 31,
|------------- |  | -----------------------
|              |  | 1997                   
|Revenues:     |  |                        
|Asia          |  | $96,449                
|United States |  | 6,403                  
|Europe        |  | 2,630                  
|Other         |  | 899                    
|Consolidated  |  | $106,381               



1999 Compared to 1998

Consolidated Results



Online advertising revenues increased by $11.2 million in 1999 to $25.8 million.  Total revenues of $91.9 million for 1999 declined by $4.0 million, or 4%, as compared to revenues of $95.9 million for year 1998.  Our revenues in Hong
Kong and Taiwan were lower by $5.3 million and $4.7 million, respectively, as a result of intense price competition in the subscriptions and print advertising services segment. In 1999, as a result of the Asian economic crisis, companies located in Asia
reduced their advertising budgets.  Accordingly, we decided to discontinue the publication of two magazines, which reduced our revenues by $2.5 million. Customers located in the United States and Europe reduced advertising spending for subscriptions and
print advertising services by $1.7 million due to reduced demand for American and European products in Asia.



Gross margin as a percentage of revenue was 66% and 70% in 1999 and 1998, respectively. The decrease in 1999 was mainly due to start-up costs of $0.6 million incurred in sales business units and a  $1 million increase in selling costs
to promote sales activity and provide additional incentives.



Circulation, general and administrative costs as a percentage of revenues were 49% and 53% in 1999 and 1998, respectively. This improvement was $5.5 million, or 11%, due primarily to cost reduction efforts of $2.8 million resulting from
the closure of two magazines. As a result of the associated reduction in circulation, our costs were further reduced by $1.0 million in magazine mailing costs and $1.0 million in print production costs. These savings are expected to continue in future
periods. We also reduced sales promotion costs by $0.3 million and salaries, rental, depreciation and other overhead expenses by $0.4 million during this period due to a staff reduction. We believe these savings are temporary and future periods are not
expected to benefit from these actions.



Online services development costs to fund the expansion of our online advertising services segment were $3.2 million and $3.5 million in 1999 and 1998, respectively. These costs were expensed as incurred to continue to build our online
advertising service segment.   In 1999, we developed a new online software service and capitalized approximately $4.6 million of software development costs. Prior to 1999, all software developed for internal use was expensed.



In  1998 and 1999, amortization of intangibles consisted of mainly copyrights, which will be fully amortized by 2001.



Our revenues earned in Hong Kong are subject to tax . In addition, we are also subject to withholding taxes on the remittance of collections principally in Taiwan, China and India.



Our subsidiary service businesses operate in Hong Kong and Singapore and are subject to income taxes in their respective jurisdictions. We reported a tax provision of $1.4 million and $1.6 million in years 1999 and 1998, respectively.
The decrease in income tax for the current year was due primarily to a reduction of revenues in countries which charge income tax.



Net income was $11.0 million for 1999, as compared to $11.6 million in 1998. The marginal drop in 1999 net income was primarily due to a reduction in revenues from print advertising and subscriptions, which was substantially offset by
an increase in profitability in our online advertising services and a reduction in circulation, general and administrative costs. Additionally, we reported a foreign exchange gain of $0.4 million in 1999, as compared to a foreign exchange gain of $0.2
million in 1998.



Segment Results

Online Advertising Services



Revenues in our online advertising services segment grew to $25.8 million in 1999 from $14.6 million in 1998, an increase of 77%. This increase was largely attributable to our continued focus on shifting customers from our print
advertising services to our online advertising services. We also benefited from the increased marketing  and sales training efforts of our online advertising services segment; and our clients' increasing willingness to accept the Internet with our online
services as a way of conducting business.



Online advertising services revenues were from the following:

<TABLE>

<CAPTION>



|                       |       | 1998          |        | 1999
|---------------------- | ----- | ------------- | ------ | ----
|                       |       | (in millions)
|                       |       |               |        |     
|<S>                    | <C>   | <C>          
|Computer Products      | $ 1.7 | $ 2.6        
|Consumer Electronics   | 1.2   | 2.2          
|Discontinued magazines | 0.1   | __           
|Electronic Components  | 2.7   | 5.3          
|Fashion Accessories    | 2.3   | 3.2          
|Gifts & Home Products  | 3.4   | 6.3          
|Hardwares              | 1.7   | 2.8          
|Telecom Products       | 1.1   | 1.8          
|Timepieces             | 0.4   | 1.2          
|Others                 | __    | 0.4          
|                       | Total | $ 14.6        | $ 25.8

</TABLE>





Operating income in our online advertising services segment increased to $3.6 million in 1999, as compared to $0.5 million in 1998. This reflected the increase in revenues and related economies of scale.



Subscriptions and Print Advertising Services



Revenues in our subscriptions and print advertising services segment declined from $76.8 million in 1998 to  $62.1 million in 1999.  Subscriptions and print advertising services revenue from Hong Kong and Taiwan declined by  $5.3
million and  $4.7 million, respectively, as a result of intense price competition, which resulted from the Asian economic crisis and recession.  Companies affected by the Asian economic crisis reduced their advertising budgets, prompting our decision to
discontinue the publication of two magazines, resulting in the loss of $2.5 million in revenue.  Subscriptions and print advertising services revenues from businesses in the United States and Europe declined by $1.7 million due to lower demand for
American and European products in Asia.  This was partially offset by an increase in subscriptions and print advertising services revenues in China.



Subscriptions and print advertising services revenues were from the following:

<TABLE>

<CAPTION>



|                       |       | 1998          |        | 1999
|---------------------- | ----- | ------------- | ------ | ----
|                       |       | (in millions)
|                       |       |               |       
|<S>                    | <C>   | <C>          
|Computer Products      | $ 9.2 | $ 6.3        
|Consumer Electronics   | 7.3   | 6.5          
|Discontinued magazines | 2.5   | __           
|Electronic Components  | 12.4  | 10.7         
|Electronics Engineer   | 10.3  | 9.4          
|Fashion Accessories    | 4.9   | 4.1          
|Gifts & Home Products  | 10.6  | 9.2          
|Hardwares              | 5.7   | 4.5          
|Subscription Revenue   | 3.7   | 2.2          
|Telecom Products       | 4.6   | 3.6          
|Timepieces             | 3.1   | 2.0          
|Others                 | 2.5   | 3.6          
|                       | Total | $ 76.8        | $ 62.1

</TABLE>



Operating income in our subscriptions and print advertising services segment decreased 33% in 1999, as compared to 1998, due primarily to the reduction in revenues.



Global Transaction Software Services



Revenues in our global transaction software services segment declined by $0.6 million in 1999, as compared to 1998, primarily from the outsourcing of software maintenance services.



Operating loss in our global transaction software services segment was reduced to $1.6 million in 1999, down from a $1.9 million loss in 1998, due to reduction in software maintenance costs.



Other Operations



Our other operations consist primarily of revenue derived from conferences and seminars. Revenues increased by $0.2 million in 1999, as compared to 1998. Operating income increased by $0.3 million in 1999, as compared to 1998.



1998 Compared to 1997



Consolidated Results



Revenues of $95.9 million in 1998 declined by $10.5 million, or 11%, as compared to revenues of $106.4 million in 1997. As a result of the Asian economic crisis, the Taiwan dollar depreciated by about 15%, causing a decline of $5.1
million in our revenues. The Asian economic crisis caused exporting companies to reduce their advertising budgets, which reduced our subscriptions and print advertising services revenues by $2.3 million. This decline in revenues was offset by an increase
in subscriptions and print advertising services revenues in China. Subscriptions and print advertising services revenues from customers located in the United States and Europe declined by $1.7 million due to a decline in demand for American and European
products in Asia. In addition, subscription and print advertising services revenues declined by $1.7 million, reflecting a reduction in the advertising spending by the hospitality, travel and luxury goods sectors. As a result, we discontinued two
magazines in December 1998.



Subscriptions and print advertising revenues  from Hong Kong and Taiwan declined by $6.0 million and $4.0 million, respectively, as a result of intense competition as competitors reduced pricing because of the recession. Partially
offsetting these declines was an $9.3 million increase in our online advertising and global transaction software services.



Gross margin as a percentage of revenues was 70% in 1998, compared to 71% in 1997. The slight decline was due to reduction in subscriptions and print advertising services revenues.



Circulation, general and administrative costs as a percentage of revenues improved from 56% in 1997 to 53% in 1998 as a result of cost reductions instituted in 1998 to deal with the impact of the Asian economic crisis and favorable
movements in foreign currencies.



Development costs to fund the expansion of our online advertising services segment increased by $1.8 million to $3.2 million in 1998 as compared to 1997. During 1998, we employed additional staff in the development of its online
advertising services, which resulted in development costs increasing by $1.3 million compared to 1997. These development costs were expensed as incurred.



Amortization of intangibles was mainly copyrights amortized during 1998, which will be fully amortized by 2001.



Foreign exchange gains (loss) improved by $4.3 million in 1998. A $4.1 million exchange loss was recognized in 1997 due primarily to the decline in currency exchange rates derived from certain currencies in Asia.



Net income was $11.6 million in 1998, a $2.1 million improvement over net income of $9.5 million in 1997.



Segment Results



Online Advertising Services



Revenues in our online advertising services segment increased 181% to $14.6 million in 1998 from $5.2 million in 1997. This increase was largely attributable to our continued emphasis on online advertising versus print advertising
services; increased marketing of and sales training for our online services; and our clients' increasing acceptance of the Internet with our online services.



Online advertising services revenues were from the following:

1997	1998

(In millions)

Computer Products		$ 0.7	$ 1.7

Consumer Electronics 	 	0.3	1.2

Electronic Components 	 	0.8 	2.7

Fashion Accessories 	 	0.9	 2.3

Gifts & Home Products 	 	1.2 	3.4

Hardwares 	 	0.6 	1.8

Telecom Products 	 	0.3 	1.1

Timepieces 	 	0.2 	0.4

Other 	    0.2     --

Total 	 	$5.2 	$14.6



Operating income in the online advertising services segment increased $2.0 million in 1998, as compared to 1997. This improvement reflected an increase in revenues and related economies of scale, offset partially by a $1.8 million
increase in online services development expenditures to $3.2 million in 1998 from $1.4 million in 1997.



Subscriptions and Print Advertising Services



Revenues in our subscriptions and print advertising services segment declined from $96.6 million in 1997 to $76.8 million in 1998. As a result of the Asian economic crisis, the Taiwan NT dollar depreciated by about 15% causing a decline
of $4.1 million in our revenues. The Asian economic crisis caused many exporting companies to reduce their advertising budgets. This caused a $2.3 million reduction in our subscriptions and print advertising services revenues, offset by a similar increase
in subscriptions and print advertising services revenues in China. Subscriptions and print advertising services revenues from businesses located in United States and Europe also declined by $1.7 million due to reduced demand for American and European
products in Asia. In addition, revenues from two magazines supported by advertisers in the hospitality, travel and luxury goods sectors decreased by $1.7 million. Revenues in Hong Kong and Taiwan declined by $6.0 million and $4.0 million, respectively, as
a result of price driven competition.



Our subscriptions and print advertising services revenues were from the following:



1997 	1998

(in millions)

Computer Products 	 	$ 13.2 	$ 9.2

Consumer Electronics 	 	8.7 	7.3

Discontinued Magazines 	 	3.1 	2.5

Electronic Components 	 	15.8 	12.4

Electronics Engineer 	 	11.3 	10.3

Fashion Accessories 	 	6.2 	4.9

Gifts & Home Products 	 	12.5 	10.6

Hardwares 	 	7.1 	5.7

Subscription Revenue 	 	3.7 	3.7

Telecom Products 	 	5.6 	4.6

Timepieces 	 	4.1 	3.1

Other 	      5.3   2.5

Total 	 	$96.6 	$76.8

Operating income in our subscriptions and print advertising services segment decreased 26% to $13.9 million in 1998, as compared to $18.9 million in 1997, as a result of the reduction in revenues.



Global Transaction Software Services

Operating loss in our global transaction software services segment reduced to $1.9 million in 1998 from $4 million in 1997. The improvement was due to the effect of improved cost controls.

Other Operations

Other operations consist primarily of revenue derived from conferences and seminars. Revenues decreased $0.3 million in 1998, as compared to 1997. Operating income decreased $1.2 million in 1998, compared to 1997.

Liquidity and Capital Resources



Our activities are financed out of the cash generated from our operations, supplemented by borrowings from our controlling shareholder, as necessary. We had commitments of $10.5 million and $11.4 million owing to our controlling
shareholder as of December 31, 1998 and 1999, respectively. These commitments are net of advanced payments of $6.7 million and $NIL million as of December 31, 1998 and 1999, respectively. The amount owed was unsecured, has no fixed repayment terms and
carries interest in the range of 2% to 3%.



Effective January 1, 2000, we executed an unsecured promissory note in the principal amount of $11.4 million to establish the repayment terms of amounts owed to the Parent Company.  On January 1, 2005, we will begin repayment of this
promissory note.  We will make quarterly payments of principal and interest over the then following ten years.  Interest will accrue beginning January 1, 2005 at the applicable U.S. Federal Funds rate.



Net cash provided by operating activities was $15.1 million and $14.6 million for the year 1999 and 1998, respectively. The primary source of cash for operating activities in 1999 was net income of $11 million and $2.4 million of
non-cash adjustments to net income for depreciation and amortization expense, $2.1 million decrease in receivables from sales representatives and $1.6 million reduction in prepaid expenses and other current assets offset by a $1.1 million decrease in
accounts payable. The primary source of cash for operating activities in 1998 was net income of $11.6 million and $3.0 million of non-cash adjustments to net income for non-cash depreciation and amortization expense offset partially by a $1.4 million
increase in prepaid expenses and other current assets, $1.5 million increase in receivables from sales representatives and a $1.8 million decrease in accounts payable.  Net cash provided by operating activities for 1997 was $17.7 million. The primary
source of cash for operating activities in 1997 was $9.5 million of net income, $2.7 million of non-cash adjustments to net income for depreciation and amortization expense, a $1.5 million decrease in accounts receivable and a $2.0 million increase in
accounts payable.



Net cash used for investing activities was $7.9 million in 1999, which included $8.3 million used for capital expenditures. This consisted of computers, software development and the renovation of a new office premises. Net cash used for
investing activities in 1998 was $0.3 million and included $1.7 million of capital expenditures offset partially by $1.4 million received from the sale of fixed assets. Net cash used for investing activities in 1997 was $3.0 million, which included $3.1
million of capital expenditures.



Net cash used for financing activities was $7.5 million, $14.5 million and $20.0 million in 1999, 1998 and 1997, respectively, which primarily resulted from the payment of dividends.



During the year ended December 31, 1999, we entered into contracts with suppliers for the renovation of a new office premises. The outstanding commitment on these contracts as at December 31, 1999 was approximately $0.5 million. This
project was completed in early 2000.



During 1999, we budgeted approximately $4.8 million for the development of our online services software.  As of December 31, 1999, we have incurred costs of approximately $4.6 million.  In addition,  we expect  to incur costs of
approximately $4.5 million for this project in 2000.



Trade receivables before the allowance for doubtful accounts as of December 31, 1998 were $10.2 million, which was reduced to $8.9 million by December 31, 1999. The trade receivables less than one year old as at December 31, 1998 was
80.7%, while the statistic as at December 31, 1999 was at 85.2%. This improvement reflected  our implementation of a new billing and collection monitoring system to help us monitor closely the collection performances of our outside sales representatives.
We are enforcing a policy to collect advance payments from less creditworthy customers, evidenced by the $3.4 million increase in deferred income and customer prepayments in 1999.



Advance payments received from advertising customers as of December 31, 1998, and 1999 were $8.2 million and $11.5 million, respectively, improving our liquidity.



We anticipate that cash on hand and cash generated from operations will be adequate to satisfy working capital and capital expenditure requirements and commitments based on our current level of operation. However, in order to take full
advantage of growth opportunities and provide for long-term increased investment in assets related to the development of online and software services segments, we expect to raise additional capital.



These investments may include:



- more and faster memory capacity for the Global Sources database;



- increased transmission bandwidth for information transfer;



- Software for enhanced transaction process management; and



- acquisitions of related operations and or technology providers.



On March 17, 2000, we  entered into a credit facility with Bank of Bermuda (Isle of Man) Limited. The credit facility has a term of one year and provides a borrowing facility of up to $25.0 million, with minimum borrowings of $1.0
million. The lender may request us to secure our borrowings under the credit facility. The credit facility bears interest, payable quarterly in arrears, at the London Inter-Bank Market Rate plus 0.5%. The credit facility can be used for investments,
working capital and general corporate purposes. If any payment is not made when due, the interest rate will increase by 2% on the aggregate amount outstanding and will be payable in arrears and, if not paid when due, will be compounded.



The loan may not be prepaid prior to the end of any quarter, but if the bank notifies  us of its intention to charge a maintenance fee to cover its costs for the facility, we may prepay without penalty the amount outstanding within
seven days of the bank's notice. When we entered into the credit facility, we paid the bank an arrangement fee of approximately sixteen thousand dollars. Our largest shareholder, Hung Lay Si Co. Ltd.,  has guaranteed all of the obligations under the
credit facility.



On March 22, 2000, we used a portion of the credit facility, in the amount of $5.3 million to cause our wholly owned subsidiary LER Corporation to repay and cancel the loan made on March 9, 2000 from Hung Lay Si Co. Ltd. to LER. The
loan to LER was used to pay U.S. taxes on income of Merle Hinrichs, our chairman and chief executive officer. Mr. Hinrichs has executed a promissory note in the amount of $5.0 million, representing his portion of the U.S. taxes on income owed, that bears
interest at the Federal Funds rate plus 2%, adjusted quarterly. The interest and principal on Mr. Hinrichs' loan, which is unsecured, are due on March 8, 2002. In addition, $8.0 million of the credit facility has been used to partially fund an investment
in an unaffiliated electronic commerce company. As of May 26, 2000, $13.3 million of the principal was outstanding under this credit facility.



On May 19, 2000, we invested $1.0 million in an unaffiliated electronic commerce company.  Under the terms of the agreement, we further agreed to provide an unsecured cash advance repayable within two years or upon three months notice
from us, of $2.0 million to the investee company.  We have an option to convert this unsecured advance into equity shares in the investee company.



Year 2000



We have not experienced any material problems as a result of the Year 2000 turnover and in connection with February 29, 2000.  We do not believe that any Year 2000 related issues will affect its business, results of operations or
financial condition in the future.



Recent Accounting Pronouncements



In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."  This statement establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for hedging activities.  SFAS No. 133 is effective for all fiscal quarters beginning with the quarter ending March 31, 2000.  In July 1999, the FASB issued SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," which deferred the effective date for Global Sources until January 1, 2001. We are currently evaluating the financial statement impact of
implementing SFAS No. 133..



ITEM 9a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We operate our business internationally and foreign exchange rate fluctuations could 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,  which was not fully offset by lower expense levels in Asian operations.



This decline in revenues occurred due to some contracts being denominated and priced in foreign currencies prior to the devaluation  of 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% to 65%) of our revenues are denominated in U.S.
dollars or are received in Hong Kong dollars which are currently pegged to the U.S. dollar. To the extent significant currency fluctuations occur in the New Taiwan dollar 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, 1999, we had not engaged in foreign currency hedging activities.

ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT



The following table sets forth information regarding the persons who are Global Sources Ltd.'s executive officers and directors. Our board of directors consist of five members divided into three classes, the terms of which expire at
the general meeting of shareholders to be held in the year indicated in the table below. Each director will hold office until his or her term expires and his or her successor has been elected and qualified. Beginning in 2000, 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.



Name 				Position	Term as Director Expires



Merle A. Hinrichs		Chairman and Chief Executive Officer 		2000

J. Craig Pepples		Chief Operating Officer 					 --

Spenser Au Nai Kwong	President, Asian Sales 					 --

Douwe W. Cramer 		President, Electronic Commerce Services		 --

Howard A. Finger  		Senior Vice President, New Markets 		 --

Mark A. Saunderson   	Publisher, Technical Electronic Group 		 --

Eddie Heng Teng Hua  	Vice President of Finance and Director 		2001

Theresa Yiu Mak Lai Man 	Chief Technology Officer					 --

Sarah Benecke . 		Director								2001

David F. Jones  		Director								2002

Jeffrey J. Steiner		Director								2000



Merle Hinrichs, one of the founders of the business, served as principal executive officer of Trade Media from 1971 through 1993 and resumed that position in September 1999. From 1994 to August 1999, Mr. Hinrichs was chairman of the
ASM Group which included Trade Media. Mr. Hinrichs graduated from the University of Nebraska and the American Graduate School of International Management (Thunderbird). Mr. Hinrichs is a co-founder and former chairman of the Society of Hong Kong
Publishers. He is a member of the board of trustees of Thunderbird and is a board member of the Economic Strategy Institute. Mr. Hinrichs is a director of Trade Media and is a director of Global Sources Ltd.



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



Spenser Au was appointed Trade Media's president of Asian Sales in June 1999 and is a member of Trade Media's management board. He joined Trade Media in 1978 as an account executive and moved progressively to senior management
positions including regional sales manager in September 1988, associate publisher in January 1991 and publisher in 1992.



Douwe Cramer was appointed Trade Media's president of e-commerce services in January 1999 and is responsible for the development and integration of all e-commerce and transaction products and services.  He is a member of Trade
Media's management board. Mr. Cramer joined Trade Media in 1992 and in April 1994 was promoted to regional sales manager for its computer magazines. In 1996, he was promoted to country manager for Korea and in January 1998, he became the general manager
for Trade Media's technical and electronics group.

Howard Finger became Trade Media's senior vice president of New Markets in June 1999, and is responsible for business development. He is a member of Trade Media's management board. Mr. Finger joined Trade Media in 1992 as
assistant to the chairman. He established and became the general manager of Trade Media's interactive media department in June 1995. He became a vice president of Trade Media in February 1997, responsible for product development for the electronic
commerce business. He graduated with a B.A. in business law from City of London Polytechnic in 1979.



Mark Saunderson has been publisher of the technical and electronics group of Trade Media since January 1994. Since 1998 his responsibilities have included China Business publications and their associated web sites. Mr. Saunderson
joined Trade Media in 1990 as regional sales manager for Asian Electronics Engineer and his responsibilities were later expanded to include Electronic News for China. Mr. Saunderson's most recent focus has been on the development of the functionality,
user base and revenue of Global Sources' multilingual and technical Web sites. He is a member of Trade Media's management board.



Eddie Heng has been Trade Media's vice president of finance since April 1994. He joined Trade Media in August 1993 as deputy to the vice president of finance. He received an MBA from Shiller International University in London in
1993 and is a CPA and a Fellow Member of The Association of Chartered Certified Accountants in the United Kingdom. Prior to joining Trade Media, he was the regional financial controller of Hitachi Data Systems, and a joint venture between Hitachi and
General Motors. He is a director of Trade Media and is a director of Global Sources Ltd.



Theresa Yiu became Trade Media's chief technology officer in January 1998. She is responsible for the integration of all electronic offerings and heads the research and development of new technologies. She joined Trade Media in
1981 and served as vice president of information services from 1989 to 1998 and vice president of corporate circulation from 1993 to 1998.



Sarah Benecke was the principal executive officer of Trade Media from January 1994 through August 1999. She joined Trade Media in May of 1980 and has served in numerous positions, including publisher from 1988 to December 1992 and chief
operating officer in 1993. She graduated with a B.A. from the University of New South Wales, Australia. Ms. Benecke is a director of Trade Media and is a director of Global Sources Ltd.



David Jones was an executive at MacQuarie Direct Investment, a venture capital firm in Sydney, Australia from 1994 to August 1999, where he was responsible for investment and strategic analysis of potential and existing portfolio
companies. He joined UBS Capital in July 1999 and is currently a director of Miller's Retail Ltd., which is a customer of Trade Media. Mr. Jones has an MBA from Harvard Business School and is a mechanical engineering graduate from the University of
Melbourne. Mr. Jones is a director of Trade Media and is a director of Global Sources Ltd.



Jeffrey Steiner has been a director of 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 November 1998.  He is president of Cedco Holdings Ltd., a Bermuda corporation, and a director of The Copley Fund.

ITEM 11. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the year ended December 31, 1999, Trade Media and its subsidiaries provided its ten directors and executive officers as a group aggregate remuneration, pension contributions, allowances and other benefits of approximately $3.2
million. Of that amount, $235,000 was paid under a performance based, long-term discretionary bonus plan which Trade Media implemented in 1989 for members of its senior management. Under the plan, members of senior management may, at the discretion of
Trade Media, receive a long-term discretionary bonus payment. The awards, which are payable in either five years' or ten years' time, are paid to a member of senior management if his or her performance is satisfactory to Trade Media. There are seven
current members of senior management and three former members of senior management who may receive payments on maturity.



In 1999, Trade Media and its subsidiaries incurred $55,000 in costs to provide pension, retirement or similar benefits to their respective officers and directors pursuant to Trade Media's retirement plan and pension plan.



On February 4, 2000, Hung Lay Si Co. Ltd. made a capital contribution of 1,600 Class A ordinary shares of Trade Media, representing a 16% equity interest in Trade Media. Trade Media in turn contributed these shares to LER Corporation, a
wholly-owned Delaware subsidiary of Trade Media, for a restricted share award for the chairman and chief executive officer in recognition of his services. These Trade Media shares represent Global Sources Ltd.'s common shares following the share exchange.
501,028 Common Shares of Global Sources Ltd, representing approximately 1.9% equity interest in Global Sources Ltd, vested upon Mr. Hinrichs' entering into an employment agreement with LER. The remaining shares will vest over a 10-year period, with
350,719.3 shares vesting each year. The chairman and chief executive officer's entitlement to these shares is subject to employment, non-competition and vesting terms. All of the shares will vest immediately upon the chairman and chief executive officer's
death or permanent disability, his resignation for good reason, a change of control or the termination of his employment or removal as a director by Trade Media and LER without cause. The shares shall be adjusted to account for any securities, cash and
other property into which the shares may be changed through merger, share exchange, consolidation, dividend, stock split, reverse split, recapitalization, combination, reclassification or similar change in the capital structure of Global Sources Ltd.



Employment Agreements



Trade Media has an employment agreement with Merle A. Hinrichs under which he serves as its chairman and chief executive officer. The agreement contains covenants restricting Mr. Hinrichs' ability to compete with Trade Media
during his term of employment and preventing him from disclosing any of Trade Media's 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,
Trade Media retains the rights to all trademarks and copyrights acquired and any inventions or discoveries made or discovered by Mr. Hinrichs in the course of his employment. Upon a change of control of Trade Media, if Mr. Hinrichs is placed in a lesser
position, ceases to be a member of Trade Media's board or there is a breach of those sections of his employment agreement relating to compensation, reimbursement, title and duties, or termination, Trade Media 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.



LER also has an employment agreement with Mr. Hinrichs under which he serves as its president and chief executive officer. Mr. Hinrichs' current compensation consists solely of his restricted share award of 4,008,221 Common Shares of
Global Sources Ltd. The agreement contains covenants restricting Mr. Hinrichs' ability to compete with LER during his term of employment and preventing him from disclosing any of LER's 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, LER retains the rights to all trademarks and copyrights acquired and any inventions or discoveries made or discovered by Mr. Hinrichs in the course of his
employment. Upon a change of control of LER, if Mr. Hinrichs is placed in a lesser position, ceases to be a member of LER's board or there is a breach of those sections of his employment agreement relating to compensation, reimbursement, title and duties,
or termination, LER 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.



Trade Media has employment agreements with each of its 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 and the approval of Trade Media. The employee must keep all proprietary and private information of Trade Media confidential during the term of employment and for a period of three years after the termination
of the agreement. Trade Media can assign the employee to work for another company if the employee's duties remain similar. In addition, Trade Media retains the rights to all trademarks and copyrights acquired and any inventions or discoveries made or
discovered by the employee during the employee's term of employment. Each employment agreement contains a six month's notice provision for termination, and does not have a set term of employment. Bonus provisions are determined on an individual basis.

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES



Trade Media established The Global Sources Employee Equity Compensation Trust on December 30, 1999. The trust is administered by Harrington Trust Limited, as trustee. The purpose of the trust is to administer monies and other assets
contributed by Trade Media 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 Trade Media shares held by the trust. On February 4, 2000 Hung Lay Si Co. Ltd. made a capital contribution to Trade Media of 1,000 Class A ordinary shares of Trade Media, representing a 10% equity interest, which subsequently contributed these shares
to the trustee.  These Trade Media shares represent Global Sources Ltd's common shares following the share exchange.  As of the date hereof, the trust holds 2,505,138 Common Shares of Global Sources Ltd. The trust 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 Trade Media.



Global Sources Equity Compensation Plan No. I



In March 2000, Trade Media adopted the Global Sources Equity Compensation Plan No. I. Employees, directors, consultants, advisors and independent contractors of Trade Media, its subsidiaries or affiliates are eligible to receive
option grants under ECP I. Options granted under ECP I will be exercisable for Global Sources Ltd shares held by the trust.



ECP I is administered by the plan committee. The plan committee determines who will receive, and the terms of, the options. The exercise price of these options may be below the fair market value of the Global Sources Ltd shares.
Optionees may pay for ordinary shares purchased upon exercise of options, by check or by the delivery of other securities of Global Sources Ltd. Payment will be made to the trust. However, the maximum number of shares that may be issued to any individual
in any calendar year may not exceed 25% of the total shares issued under ECP I. Options are not transferable. As of the date of this filing, Trade Media has not granted any options under ECP I.



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 optionees' benefits if there is a change in the number of outstanding ordinary shares of Global Sources Ltd or an exchange for securities of a successor entity as a result of  Global
Sources Ltd.'s:



- reorganization;

- recapitalization;

- stock dividend; or

- stock split.



If a person or group of persons acting together becomes the beneficial owner of at least 50% of the issued and outstanding ordinary shares, by tender offer or otherwise, excluding the share exchange, all unexercised options 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.



ECP I terminates, and 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 ordinary shares and the aggregate exercise price of the options,
upon Global Sources Ltd.'s:



- dissolution or liquidation;

- reorganization, merger or consolidation; or

- sale of its business.



If none of the events above occurs, ECP I terminates in February 2010.





Global Services Equity Compensation Plan No. II



In March 2000, Trade Media adopted the Global Sources Equity Compensation Plan No. II. Employees, directors, consultants, advisors and independent contractors of Trade Media, its subsidiaries or affiliates on the date on which Trade
Media or a successor entity is listed on a stock exchange or Nasdaq are eligible to receive option grants under ECP II. Options granted under ECP II will be exercisable for Global Sources Ltd shares held by the trust.



ECP II is to be administered by the plan committee. The plan committee determines who will receive options and the length of their terms. However, the initial grant to each optionee has a 95-day term. Optionees may pay for common shares
purchased upon exercise of options by check or by the delivery of other securities of Global Sources Ltd. The number of common shares that optionees may purchase is based on the number of years that they have been employed by or working with Trade Media,
its subsidiaries or affiliates. The exercise price of these options have been determined by the plan committee. Payment will be made to the trust. However, the maximum number of shares that may be issued to any individual in any calendar year may not
exceed 25% of the total shares issued under ECP II. On each of the first three anniversaries of the listing of the ordinary shares on a stock exchange, including Nasdaq, the trustee will release one-third of the ordinary shares purchased by an optionee,
if the optionee is still employed by Trade Media on these dates. The consideration paid for any common shares purchased by an optionee fired for cause or who becomes an employee of a competitor of Trade Media, 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. Any forfeited shares revert back to the trustee. Options are not transferable. As of the date of this filing, Trade Media has not granted any options under ECP
II.



All options held by an optionee terminate on the date of that optionee's termination for cause or resignation. Death, disability or retirement do not affect an optionee's right to exercise an option.

All outstanding options are adjusted to preserve the optionees' benefits if there is a change in the number of outstanding common shares or an exchange for securities of a successor entity as a result of Global Sources Ltd.'s:



- reorganization;

- recapitalization;

- stock dividend; or

- stock split.



If a person or group of persons acting together becomes the beneficial owner of at least 50% of the issued and outstanding common shares, by tender offer or otherwise, excluding the share exchange, all unexercised options 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.



ECP II terminates on December 31, 2000 if the class of shares for which the options are exercisable is not listed on a stock exchange, including Nasdaq, and all options will be forfeited.



ECP II terminates, and 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 ordinary shares and the aggregate exercise price of the
options, upon Global Sources Ltd.'s:



- dissolution or liquidation;

- reorganization, merger or consolidation; or

- sale of its business.



If none of the events above occurs, ECP II terminates in February 2010.



Global Sources Equity Compensation Plan No. III



In March 2000, Trade Media adopted the Global Sources Equity Compensation Plan No. III. Employees and directors of Trade Media, its subsidiaries or affiliates on the date on which Trade Media or a successor entity is listed on a
stock exchange or Nasdaq, are eligible to receive grants under ECP III. Coupons issued under ECP III will be redeemable for Global Sources Ltd. shares held by the trust.



Upon award, these coupons will be redeemed for common shares held by the trust on the date the common shares are listed on a securities exchange, including Nasdaq, for each person who remains employed by Trade Media on that date. As of
the date of this filing, the outstanding coupons will be redeemable for a defined amount of compensation payable in shares of Global Sources Ltd. 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, however, the maximum number of shares that may be issued to any individual in any calendar year may not exceed 25% of the total shares awarded under
ECP III. On each of the first three annual anniversaries of the listing of the common shares on a securities exchange, including Nasdaq, the trustee will release one-third of the shares granted to each coupon holder if that coupon holder is still employed
by Trade Media on these dates. Any common shares received under ECP III, but not yet released by the trustee, by an employee who is subsequently fired for cause or who becomes an employee of a competitor of Trade Media, are forfeited and revert back to
the trustee for future use. Coupons are not transferable.



All outstanding ordinary shares are adjusted to preserve the interests of the holders of these ordinary shares of Trade Media if there is a change in the number of outstanding ordinary shares or an exchange for securities of a successor
entity as a result of Global Sources Ltd's:



- reorganization;

- recapitalization;

- stock dividend; or

- stock split.

If the common shares are not listed on a securities exchange, including Nasdaq, by January 1, 2003, the holders of the coupons, if still employed by Trade Media, may sell these coupons to Trade Media at the value of the coupon on the
date of grant.



The securities and any cash held by the trustee shall be distributed in equal shares to people who received these coupons, and ECP III shall terminate upon Global Sources Ltd.'s:



- dissolution or liquidation;

- reorganization, merger or consolidation; or

- sale of its business.



If none of the above events occurs, ECP III terminates in February 2010.

ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS



On December 31, 1999, Trade Media had $11,404,000 in net intercompany obligations due to its controlling shareholder. These obligations arose from:





- the transfer of intangibles, including copyrights for magazines, from Hung Lay Si Co. Ltd. to Trade Media after its incorporation in 1983; and



- allocations of operating expenses from Hung Lay Si Co. Ltd. and its affiliates to Trade Media, as described in the last paragraph of Note 10 to the Consolidated Financial Statements of Trade Media.



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



Trade Media has extended loans to 14 members of its senior management who are living abroad, for the sole purpose of financing the purchase or lease of a residence. The loans for the purchase of a residence are secured by that
residence, bear interest at a rate of LIBOR plus 2 to 3%, generally have a term of ten years and become due and payable immediately upon the termination of the employee's employment with Trade Media.  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 twelve months. The maximum loan amounts are limited to the lower of the aggregate of two years' gross compensation of the
borrower or $500,000. The loans were made upon terms and subject to conditions that are more favorable to the borrowers than those that would customarily be applied by commercial lending institutions in the borrower's country of employment. Since the
beginning of 1996, the largest aggregate amount of indebtedness of Mr. Saunderson, Mr. Au, Mr. Cramer, Mr. Finger, Mr. Pepples and Ms. Benecke to Trade Media, outstanding at any time during such period, was approximately $374,017, $114,653, $5,780,
$56,232, $40,733 and $531,082, respectively. As of December 31, 1999, the indebtedness of Mr. Saunderson, Mr. Au, Mr. Finger and Mr. Pepples to Trade Media was approximately $278,907, $74,151, $43,673 and $20,498 respectively. Mr. Cramer and Ms. Benecke
have repaid their respective loans in full. Mr. Saunderson's loan is secured, bears interest at a rate of LIBOR plus 3%, has a term of ten years and becomes due and payable immediately if he ceases to be an employee of Trade Media, becomes insolvent or
dies. Mr. Au's loan is secured against the amount due to him under the Asian Sources Retirement Plan (Hong Kong), is interest free although the interest earned on the amount due to him under the retirement plan is payable to Trade Media and has no fixed
term of payment. Mr. Finger's loan is unsecured and interest free and will be paid in full by October 2000.Mr. Cramer's loan was interest free and unsecured. Ms. Benecke's loan was secured and bore interest at a rate of LIBOR plus 2%.  Mr. Pepples' loan is unsecured and interest free and will be repaid in full by June 2000.



Trade Media leases approximately 100,000 square feet of its office facilities from affiliated companies under cancelable operating leases and incurs building maintenance services fees to those affiliated companies.  Trade Media incurred
rental and building services expenses of $1,413,414 during the year ended December 31, 1999.



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



On March 9, 2000, LER Corporation borrowed $5,260,032.80 from Hung Lay Si Co. Ltd. to pay U.S. taxes on income to Merle Hinrichs, Trade Media's president and chief executive officer. On March 22, 2000, Trade Media used a portion of its
$25.0 million credit facility with Bank of Bermuda to cause its wholly owned subsidiary LER to repay and cancel the loan from Hung Lay Si Co. Ltd. to LER. On March 9, 2000, LER loaned $5,008,869 to Mr. Hinrichs for the purpose of providing funds for
payment of his portion of the required U.S. tax payments. The loan to Mr. Hinrichs bears interest at the Federal Funds rate plus 2%. The interest and principal of this loan, which is unsecured, are due on March 8, 2002.



Effective May 1, 2000, Trade Media engaged The Fairchild Corporation to provide financial, legal and certain other services to Trade Media for a fee of $41,667 per month.  These services can be terminated at any time, by either party
without penalty and with immediate effect.



For further information on these transactions, see Note 22 (iii) and  (iv) to the Consolidated Financial Statements of Trade Media.



Management of Trade Media believes these transactions are commercially reasonable in the jurisdictions where Trade Media operates and for its employees where they reside or work.



Prior to the spin-off, Fairchild Technologies (Bermuda) purchased the optical disc equipment business from Fairchild Technologies USA in exchange for a promissory note. In consideration for that business, Fairchild Technologies
(Bermuda) issued a promissory note to Fairchild Technologies USA. On December 14, 1999, Fairchild Technologies (Bermuda) entered into an agreement, effective December 1, 1999, under which Convac Technologies Ltd. acquired the optical disc equipment
business immediately after the spin-off and prior to the share exchange. All of the consideration from the sale was used to repay the promissory note issued to Fairchild Technologies USA.



All these transactions had occurred as of April 14, 2000.

ITEM 14 & 15. INTENTIONALLY OMITTED

ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES

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 this 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 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.



The registration statement, with exhibits, as well as such reports and other information, 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; and at the regional offices of the Securities and Exchange Commission at Seven World Trade Center, 13th Floor, New York, New York 10048, and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.  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.



Future 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.

SIGNATURE



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





GLOBAL SOURCES LTD.



By: /s/  EDDIE HENG

Eddie Heng, Vice President of Finance and Director

Date:  June 30, 2000



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, in their capacities and on the dates indicated.



|By: | /s/ | MERLE A. HINRICHS       | Chairman, Chief Executive               | June 30, 2000
|--- | --- | ----------------------- | --------------------------------------- | -------------
|    |     | Merle A. Hinrichs       | Officer and Director                    |              
|    |     |                         |                                         |              
|By: | /s/ | J. CRAIG PEPPLES        | Chief Operating Officer                 | June 30, 2000
|    |     | J. Craig Pepples        | and Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | SPENSER AU NAI KWONG    | President, Asian Sales                  | June 30, 2000
|    |     | Spenser Au Nai Kwong    | And Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | DOUWE W. CRAMER         | President, Electronic Commerce Services | June 30, 2000
|    |     | Douwe W. Cramer         | And Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | HOWARD A. FINGER        | Senior Vice President, New Markets      | June 30, 2000
|    |     | Howard A. Finger        | And Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | MARK A. SANDERSON       | Publisher, Technical Electronic Group   | June 30, 2000
|    |     | Mark A. Saunderson      | and Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | EDDIE HENG TENG HUA     | Vice President of Finance               | June 30, 2000
|    |     | Eddie Heng Teng Hua     | and Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | THERESA YIU MAK LAI MAN | Chief Technology Officer                | June 30, 2000
|    |     | Theresa Yiu Mak Lai Man | and Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | SARAH BENECKE           | Director                                | June 30, 2000
|    |     | Sarah Benecke           |                                         |              
|    |     |                         |                                         |              
|By: | /s/ | DAVID F. JONES          | Director                                | June 30, 2000
|    |     | David F. Jones          |                                         |              
|    |     |                         |                                         |              
|By: | /s/ | JEFFREY J. STEINER      | Director                                | June 30, 2000
|    |     | Jeffrey J. Steiner      |                                         |              





ITEM 17. INTENTIONALLY OMITTED

ITEM 18. FINANCIAL STATEMENTS



TRADE MEDIA HOLDINGS LTD. AND SUBSIDIARIES

(PREDECESSOR TO GLOBAL SOURCES LTD.)

Index to Consolidated Financial Statements

December 31, 1999







Page







Report of Independent Accountants 		47







Balance Sheets		48







Consolidated Statements of Income		49







Consolidated Statements of Shareholders' Equity		50







Consolidated Statements of Cash Flows		51







Notes to Consolidated Financial Statements		52









REPORT OF INDEPENDENT ACCOUNTANTS









To the Board of Directors and Shareholders of

Trade Media Holdings Ltd.

(Predecessor to Global Sources Ltd.)





In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders' equity and cash flows present fairly, in all material respects, the consolidated financial position of
Trade Media Holdings Ltd. (the "Company") and its subsidiaries at December 31, 1998 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit 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 expressed above.









/s/    PricewaterhouseCoopers



PRICEWATERHOUSECOOPERS





Hong Kong

May 26, 2000



































<TABLE>

TRADE MEDIA HOLDINGS LTD. AND SUBSIDIARIES

(PREDECESSOR TO GLOBAL SOURCES LTD.)



CONSOLIDATED BALANCE SHEETS

<CAPTION>



(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)







|                                                                                                           | At
December 31
|---------------------------------------------------------------------------------------------------------- | --------------
|                                                                                                           | 1998          
|ASSETS                                                                                                     |               
|<S>                                                                                                        | <C>           
|Current Assets:                                                                                            |               
|Cash and cash equivalents                                                                                  | $15,713       
|Accounts receivable, net                                                                                   | 7,842         
|Receivables from sales representatives                                                                     | 8,251         
|Inventory of paper                                                                                         | 783           
|Prepaid expenses and other current assets                                                                  | 5,581         
|Total Current Assets                                                                                       | 38,170        
|                                                                                                           |               
|Property and equipment, net                                                                                | 3,598         
|Intangible assets, net                                                                                     | 1,116         
|Long term investments, at amortized cost                                                                   | 2,545         
|Other assets                                                                                               | 1,531         
|Total Assets                                                                                               | $46,960       
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                       |               
|Current Liabilities:                                                                                       |               
|Accounts payable                                                                                           | $  4,626      
|Deferred income and customer prepayments                                                                   | 11,692        
|Accrued liabilities                                                                                        | 5,016         
|Amount due to Parent Company                                                                               | 10,487        
|Income taxes payable                                                                                       | 87            
|Total Current Liabilities                                                                                  | 31,908        
|Liabilities for incentive and bonus plan                                                                   | 5,366         
|Total Liabilities                                                                                          | 37,274        
|                                                                                                           |               
|Shareholders' equity:                                                                                      |               
|Ordinary shares, US$0.01 par value; 50,000,000 shares authorized;
25,051,380 shares issued and outstanding |               
|251                                                                                                        | 251           
|Retained earnings                                                                                          | 9,435         
|Total shareholders' equity                                                                                 | 9,686         
|Total liabilities and shareholders' equity                                                                 | $46,960       

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

<TABLE>



TRADE MEDIA HOLDINGS LTD. AND SUBSIDIARIES

(PREDECESSOR TO GLOBAL SOURCES LTD.)



CONSOLIDATED STATEMENTS OF INCOME

<CAPTION>



(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)







|                                                                   | Year ended December 31,
|------------------------------------------------------------------ | -----------------------
|                                                                   | 1997                   
|                                                                   |                        
|<S>                                                                | <C>                    
|Revenues:                                                          |                        
|Online advertising services                                        | $    5,177             
|Subscriptions and print advertising services                       | 96,596                 
|Global transaction software services                               | 1,076                  
|Other                                                              | 3,532                  
|                                                                   | 106,381                
|Cost of Revenues                                                   | 30,537                 
|Gross Profit                                                       | 75,844                 
|                                                                   |                        
|Operating Expenses:                                                |                        
|Circulation, general and administrative                            | 59,550                 
|Online services development                                        | 1,366                  
|Amortization of intangibles                                        | 372                    
|Total Operating Expenses                                           | 61,288                 
|Income from Operations                                             | 14,556                 
|Interest expense                                                   | (264)                  
|Interest income                                                    | 646                    
|Foreign exchange gains (losses), net                               | (4,110)                
|Income before Income Taxes                                         | 10,828                 
|Income Tax Provision                                               | (1,338)                
|Net Income                                                         | $    9,490             
|Basic and diluted net income per share                             | $      0.38            
|                                                                   |                        
|Shares used in basic and diluted net income per share calculations | 25,051,380             



The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

<TABLE>



TRADE MEDIA HOLDINGS LTD. AND SUBSIDIARIES

(PREDECESSOR TO GLOBAL SOURCES LTD.)



CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<CAPTION>

(In U.S. Dollars Thousands, Except Number of Shares)



|                                | Ordinary Shares 
|------------------------------- | ----------------
|                                | Number of Shares
|<S>                             | <C>             
|Balance at December 31, 1996... | 25,051,380      
|Net income                      | -               
|Dividends                       | -               
|                                |                 
|Balance at December 31, 1997... | 25,051,380      
|Net income                      | -               
|Dividends                       | -               
|                                |                 
|Balance at December 31, 1998... | 25,051,380      
|Net income                      | -               
|Dividends                       | -               
|Balance at December 31, 1999... | 25,051,380      





The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>





<TABLE>

TRADE MEDIA HOLDINGS LTD. AND SUBSIDIARIES

(PREDECESSOR TO GLOBAL SOURCES LTD.)

<CAPTION>



CONSOLIDATED STATEMENTS OF CASH FLOWS



(In U.S. Dollars Thousands)







|                                                                                            | Year ended December 31,
|------------------------------------------------------------------------------------------- | -----------------------
|                                                                                            | 1997                   
|<S>                                                                                         | <C>                    
|Cash flows from operating activities:                                                       |                        
|Net income                                                                                  | $   9,490              
|Adjustments to reconcile net income to net cash provided by (used for) operating activities |                        
|Depreciation and amortization                                                               | 2,653                  
|Loss on sale of property and equipment                                                      | 65                     
|Accretion of U.S. Treasury strips zero % coupon                                             | (146)                  
|Bad debt expense.                                                                           | 1,697                  
|Expenses allocated by Parent Company                                                        | 660                    
|                                                                                            |                        
|Changes in assets and liabilities:                                                          |                        
|Accounts receivables                                                                        | (325)                  
|Receivables from sales representatives                                                      | (1,213)                
|Inventory of paper                                                                          | 127                    
|Prepaid expenses and other current assets                                                   | 2,632                  
|Long term assets                                                                            | (581)                  
|Accounts payable                                                                            | 2,081                  
|Accrued liabilities and liabilities for incentive and bonus  plans                          | (990)                  
|Deferred income and customer prepayments                                                    | 944                    
|Amount due to Parent Company                                                                | 911                    
|Income taxes payable.                                                                       | (350)                  
|Net cash provided by operating activities                                                   | 17,656                 
|                                                                                            |                        
|Cash flows from investing activities:                                                       |                        
|Proceeds received from maturities of long term investments                                  | 230                    
|Purchase of long term investments                                                           | (232)                  
|Purchase of property and equipment                                                          | (3,110)                
|Proceeds from sales of property and equipment                                               | 69                     
|Net cash used for investing activities                                                      | (3,043)                
|                                                                                            |                        
|Cash flows from financing activities:                                                       |                        
|Dividends paid                                                                              | (13,500)               
|Advances from (to) shareholders                                                             | (6,526)                
|Net cash used for financing activities                                                      | (20,026)               
|                                                                                            |                        
|Net decrease in cash and cash equivalents                                                   | (5,413)                
|Cash and cash equivalents, beginning of the year                                            | 21,356                 
|Cash and cash equivalents, end of the year                                                  | $  15,943              
|                                                                                            |                        
|Supplemental cash flow disclosures:                                                         |                        
|Income tax paid                                                                             | $   1,688              
|Interest paid                                                                               | 264                    

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>



TRADE MEDIA HOLDINGS LTD. AND SUBSIDIARIES

(PREDECESSOR TO GLOBAL SOURCES LTD.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





1. The Company
2. Summary of Significant Accounting Policies



1. Basis of Consolidation and Presentation



1. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and comprise the accounts of the Company, its wholly owned subsidiaries
and those owned through nominee shareholders.  All significant intercompany transactions and balances have been eliminated on consolidation.
2. 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.
3. 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.



1. 
2. Use of Estimates
3. Cash Equivalents
4. Inventory of Paper
5. Property and Equipment



1. 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.
2. Depreciation on property and equipment is calculated to amortize their cost on a straight line basis over their estimated useful lives as follows:
3. Costs incurred for the development of software for sale are expensed as incurred.  The Company also incurs cost for the development of Web sites and e-commerce software for internal use.  Prior to 1999, those costs were expensed as
incurred.  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".  Costs incurred in the preliminary project stage with respect to the development
of Web sites and software for e-commerce are expensed as incurred; costs incurred during the application development stage are being capitalized and will be amortized over the estimated useful life of three years upon the expected commissioning of service
of the software in 2000.  Training and maintenance costs will be expensed as incurred.



1. Intangible Assets
2. 
3. Investments
4. Impairment of Long-lived Assets
5. Revenue Recognition







The Company utilizes sales representatives in various territories to promote the Company's products and services.  Under these arrangements, the sales representatives are entitled to commissions as well as marketing service fees.
These expenses are included in cost of revenues.



The Company's sales representatives collect advertising fees on behalf of the Company.  Included in receivables from sales representatives are advertising fees collected on behalf of the Company as well as cash advances made to the
sales representatives.







Advertising expenses are expensed as incurred.







The Company leases certain office facilities under cancelable short term leases.  Rentals under operating leases are expenses on a straight line basis over the life of the leases.







The Company rewards its senior management staff based on their current performance through long term discretionary bonus awards.  These awards are 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 have been violated.  These awards are expensed in the period to which the performance bonus relates.







The Company operates a number of defined contribution retirement benefit plans.  Contributions are based on a percentage of each eligible employees' salary and are expensed as the related salaries are incurred.







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.







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 follow:  assets and liabilities at the exchange rate as of the balance sheet date,
shareholders' equity at the historical rates of exchange, and income and expenses amounts at the average monthly exchange rate during the year.  The cumulative translation differences were not material as of December 31, 1998 and 1999.







Statement of Financial Accounting Standard ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131") 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 three reportable segments: online advertising services, subscriptions and print advertising
services and global transaction software services.







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.  For each of the years ended December 31, 1997, 1998 and 1999, the Company had no material comprehensive
income items.







Basic net income per share is computed by dividing net income by the weighted average number of shares of  ordinary shares outstanding during the period, as restated as discussed in note 14.  Diluted net income per share is
calculated using the weighted average number of outstanding ordinary shares, as restated as discussed in note 14, plus other dilutive potential ordinary shares.  For all periods presented, the Company did not have any potential common shares; therefore,
both the basic and diluted net income per share computations resulted in the same amounts.







In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."  This statement establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for hedging activities.  SFAS No. 133 is effective for all fiscal quarters beginning with the quarter ending March 31, 2000.  In July 1999, the FASB issued SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," which deferred the effective date for the Company until January 1, 2001.  The Company does not currently engage or plan to engage in derivative
or hedging activities and, therefore, the adoption of SFAS No. 133 is not expected to have a material effect on the Company's results of operations, financial position or cash flows.



In December 1999, the U.S. Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"), which summarizes certain of the SEC Staff views in applying U.S. GAAP
to revenue recognition in financial statements.  The Company adopted SAB 101 in these consolidated financial statements.  Such adoption has no impact on the Company's consolidated financial statements.





1. Current Assets:



|                                              | At December  31,       
|--------------------------------------------- | -----------------------
|                                              | 1998                   
|Accounts receivable:                          |                        
|Gross trade receivables                       | $10,218                
|Less:  Allowance for doubtful debts           | (2,376)                
|                                              | $ 7,842                
|                                              |                        
|Movements in Allowance for Doubtful Accounts: |                        
|                                              | Year ended December 31,
|                                              | 1998                   
|Balance at beginning of year                  | $ 2,806                
|Charged to bad debt expense                   | 1,124                  
|Write-off of bad debts                        | (1,554)                
|Balance at end of year                        | $ 2,376                
|                                              |                        
|                                              | At December 31,        
|                                              | 1998                   
|Prepaid expenses and other current assets:    |                        
|Unsecured employee loans and other debtors    | $ 1,545                
|Prepaid expenses                              | 786                    
|Advances to minority shareholder              | 743                    
|Other current assets                          | 2,507                  
|                                              | $ 5,581                

</TABLE>





<TABLE>

<CAPTION>





|                                                  | At December 31,
|------------------------------------------------- | ---------------
|                                                  | 1998           
|<S>                                               | <C>            
|Capital work-in progress                          | $      -       
|Leasehold improvements                            | 1,852          
|Motor vehicles                                    | 70             
|Computer, fixtures, fittings and office equipment | 8,947          
|Software development costs                        | -              
|Property and equipment, at cost                   | 10,869         
|Less: Accumulated depreciation .                  | (7,271)        
|                                                  | $   3,598      

</TABLE>







<TABLE>

<CAPTION>





|                                | At December 31,
|------------------------------- | ---------------
|                                | 1998           
|Goodwill                        | $     654      
|Copyrights                      | 3,706          
|                                | 4,360          
|Less:  Accumulated amortization | (3,244)        
|                                | $   1,116      

</TABLE>







<CAPTION>

<TABLE>





|                                                                             | At December 31,
|---------------------------------------------------------------------------- | ---------------
|                                                                             | 1998           
|<S>                                                                          | <C>            
|U.S. Treasury strips zero % coupon                                           |                
|The amortized cost classified by date of contractual maturity is as follows: |                
|Due within one year                                                          | $    439       
|Due after one year through five years                                        | 1,467          
|Due after five years through ten years                                       | 639            
|                                                                             | $  2,545       
|                                                                             |                
|The fair value classified by date of contractual maturity is as follows:     |                
|Due within one year                                                          | $    447       
|Due after one year through five years                                        | 1,565          
|Due after five years through ten years                                       | 741            
|                                                                             | $  2,753       
|                                                                             |                
|                                                                             | At December 31,
|                                                                             | 1998           
|<S>                                                                          | <C>            
|Gross unrealized holding gains                                               | $    208       
|Gross unrealized holding losses                                              | -              

</TABLE>





<TABLE>

<CAPTION>





|                            | At December 31,
|--------------------------- | ---------------
|                            | 1998           
|<S>                         | <C>            
|Employee housing loans      | 933            
|Rental and utility deposits | 598            
|                            | 1,531          

</TABLE>





<TABLE>

<CAPTION>





|                                                             | At December 31,
|------------------------------------------------------------ | ---------------
|                                                             | 1998           
|Deferred income and customer prepayments:                    |                
|<S>                                                          | <C>            
|Advertising                                                  | 8,159          
|Subscription and others                                      | 3,533          
|                                                             | 11,692         
|                                                             |                
|                                                             | At December 31,
|                                                             | 1998           
|Accrued liabilities:                                         |                
|<S>                                                          | <C>            
|Salaries, wages and commissions                              | 776            
|Retirement benefit plans                                     | 640            
|Current portion of liabilities for incentive and bonus plans | 2,347          
|Others                                                       | 1,253          
|                                                             | 5,016          

</TABLE>









<TABLE>

<CAPTION>





|                                                    | At December 31,
|--------------------------------------------------- | ---------------
|                                                    | 1998           
|<S>                                                 | <C>            
|Liability for incentive plan                        | 2,909          
|Liability for long term discretionary bonus program | 2,457          
|                                                    | 5,366          

</TABLE>















The Company has extended loans to certain members of its senior management to finance their purchase or lease of residence.  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 by equal monthly installments over the period of the lease, typically less than or equal to twelve months.  Loans due from employees for purchase of residence were $933 and $631 as of December 31, 1998 and 1999, respectively.  Loans due from
employees for lease of residence were $187 and $291 as of December 31, 1998 and 1999, respectively.



The Company leases certain office facilities from subsidiaries of the Parent Company under cancellable operating leases that include both rental and building maintenance services.  During the years ended December 31, 1997, 1998 and
1999, the Company incurred rental and building management services expenses of $2,329, $2,036 and $1,406, respectively, with respect to these office facilities.



The Company had $10,487 and $11,404 amounts due to the Parent Company as of December 31, 1998 and 1999,  respectively.  The amounts due to Parent Company are stated net of advance payments of $6,695 and $NIL as of December 31, 1998 and
1999, respectively.  Such advances have been made in anticipation of future dividend declarations.  The amount due to the Parent Company is unsecured and has no fixed repayment terms.  Interest is charged in the range of 2 to 3% (being 2.8% as of December
31, 1999).  During the years ended December 31, 1997, 1998 and 1999, the Company incurred interest expense of $264, $336 and $337, respectively, with respect to amounts due to the Parent Company.

Effective January 1, 2000, the Company executed an unsecured promissory note in the principal amount of $11,404 to establish the repayment terms of amounts owed to the Parent Company. On January 1, 2005, the Company will begin repayment
of this promissory note. The Company will make quarterly payments of principal and interest over the following ten years. Interest will accrue beginning January 1, 2005 at the applicable U.S. Federal Funds rate.



During the years ended December 31, 1997, 1998 and 1999, the Company incurred operating expenses of $660, $660 and $640, respectively, allocated from the Parent Company.  The Company believes that the methods used in the allocation of
expenses are reasonable and that the consolidated statements of income include all costs directly and indirectly attributable to the Company.  The amounts related to the Company have been determined by segregating amounts related to the operation of the
Company from those related to the Parent Company.  The determination of such amounts was made by reference to individual records for costs specifically relating to the Company or by allocation based on number of personnel, time spent by personnel, usage
of facilities or similar references.











The Company rewards 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.  Amounts expensed related to these awards for the years ended December 31, 1997, 1998 and 1999 were $365, $287 and $143, respectively.



The required funds are set aside for payment of the discretionary bonuses by purchasing U.S. Treasury strips zero % coupon 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.  Amounts expensed related to incentive awards under plans administered by the Company for the years ended December
31, 1997, 1998 and 1999 were $821, $633 and $45, respectively.  Amounts under liabilities for incentive plans include amounts owed under plans previously administered by the Company.









The Company operates a number of defined contribution retirement benefit plans.  Employees working in a jurisdiction where there is no statutory provision for retirement benefits 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, 1998 and 1999 were $500 and $410, respectively.



The Company incurred costs of $1,052, $968 and $823 with respect to the retirement plans in the years ended December 31, 1997, 1998 and 1999, respectively.









The Company and certain of its subsidiaries operate in the Cayman Islands and other jurisdictions where there are no taxes imposed on companies.  Certain of the Company's subsidiaries operate in Hong Kong 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:

<TABLE>

<CAPTION>





|               | Year Ended December 31,
|-------------- | -----------------------
|               | 1997                   
|<S>            | <C>                    
|Cayman Islands | $12,075                
|Foreign        | (1,247)                
|               | $10,828                

</TABLE>





The provision for income taxes consists of:

<TABLE>

<CAPTION>





|                     | Year Ended December 31,
|-------------------- | -----------------------
|                     | 1997                   
|<S>                  | <C>                    
|Current tax expense: |                        
|Cayman Islands       | $    -                 
|Foreign              | 1,338                  
|Total provision      | $1,338                 

</TABLE>



The provision for income taxes for the years ended December 31, 1997, 1998 and 1999 differed from the amount computed by applying the statutory income tax rate of 0% as follows:

<TABLE>

<CAPTION>





|                                                  | Year Ended December 31,
|------------------------------------------------- | -----------------------
|                                                  | 1997                   
|<S>                                               | <C>                    
|Income taxes at statutory rate                    | $    -                 
|Foreign income and revenues taxed at higher rates | 1,338                  
|Total                                             | $1,338                 
|Effective tax rate                                | 12.36%                 

</TABLE>



Deferred tax assets consist of the following:

<TABLE>

<CAPTION>





|                                  | Year Ended December 31,
|--------------------------------- | -----------------------
|                                  | 1998                   
|<S>                               | <C>                    
|Net operating loss carry forwards | $      164             
|Less:  valuation allowance        | (164)                  
|Deferred tax assets               | $        -             

</TABLE>



The Company recorded a full valuation allowance for the deferred tax assets due to the uncertainty as to their ultimate realization.



As of December 31, 1999, a dormant subsidiary domiciled in Cyprus has net operating loss carry forwards of approximately $3.9 million available to reduce future taxable income of that dormant subsidiary.  Such loss carry forwards expire
in varying amounts in the years 2000 and 2001.







As of December 31, 1999, the Company was authorized to issue 50,000 ordinary shares, with a par value of $1.00 per share, of which 44,500 shares were designated as Class A and 5,500 shares are designated as Class B.  As of each
December 31, 1998 and 1999, the Company had issued and outstanding 9,001 and 999 ordinary shares of Class A and Class B, respectively.



The Class A ordinary shares entitled holders to have one vote for each share held while the Class B ordinary shares did not have any voting rights.  Except for the difference in voting rights, the Class A and Class B ordinary shares did
not differ in terms of dividend rights and entitlement to assets distribution upon liquidation of the Company.



On April 14, 2000, in conjunction with the Share Exchange Agreement discussed in Note 21, Fairchild (Bermuda) Ltd. issued 25,051,380 ordinary shares to the Company's shareholders in exchange for all of the Company's 10,000 ordinary
shares outstanding at that date.  All share and per share amounts in these consolidated financial statements have been restated for all periods presented in a manner similar to a 2,505 to 1 stock split.  The authorized share capital of Fairchild
(Bermuda), Ltd. following the Share Exchange is 50,000,000 ordinary shares.









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 related party receivables and payables
cannot be determined due to the related party nature.  The carrying amount and market value of investments in U.S. Treasury Strips zero % coupon are discussed in Note 6.









Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of investment in checking and money market accounts, investment in U.S. Treasury strips zero % coupon, trade accounts
receivable and receivables from sales representatives.  The Company maintains checking and money market accounts with high quality institutions.  The Company has a 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 Company's revenues for each of the years ended December 31, 1997, 1998 and 1999.  No customer accounted for more than 10% of the accounts receivable as of December 31, 1998 and 1999.







All the Company's office facilities leases are cancellable operating leases that expired by December 31, 1999.  The Company has currently renewed these operating leases for an additional two to five years under cancellable
arrangements.  During the years ended December 31, 1997, 1998 and 1999, the Company's operating lease  rental expenses were $3,407, $3,456 and $1,898, respectively.







The Company has four reportable segments: online advertising services, subscriptions and print advertising services, global transaction software services and other.  Revenues by geographic location are based on the location of the
customer.



<TABLE>

<CAPTION>



1. Segment Information



|                                             | Year Ended December 31,
|-------------------------------------------- | -----------------------
|                                             | 1997                   
|Revenues:                                    |                        
|<S>                                          | <C>                    
|Online advertising services                  | $  5,177               
|Subscriptions and print advertising services | 96,596                 
|Global transaction software services         | 1,076                  
|Other                                        | 3,532                  
|Consolidated                                 | 106,381                
|                                             |                        
|Income/(loss) from Operations:               |                        
|Online advertising services                  | $(1,585)               
|Subscriptions and print advertising services | 18,878                 
|Global transactions software services        | (4,014)                
|Other                                        | 1,277                  
|Consolidated                                 | $ 14,556               

</TABLE>





<TABLE>

<CAPTION>





|                                             | At December 31,
|-------------------------------------------- | ---------------
|                                             | 1998           
|Identifiable Assets:                         |                
|<S>                                          | <C>            
|Online advertising services                  | $ 7,152        
|Subscriptions and print advertising services | 37,664         
|Global transaction software services         | 564            
|Other                                        | 1,580          
|Consolidated                                 | $46,960        

</TABLE>

<TABLE>

<CAPTION>







|              | Year Ended December 31,
|------------- | -----------------------
|              | 1997                   
|Revenues:     |                        
|<S>           | <C>                    
|Asia          | $96,449                
|United States | 6,403                  
|Europe        | 2,630                  
|Other         | 899                    
|Consolidated  | $106,381               

</TABLE>

<TABLE>

<CAPTION>





|                   | At December 31,
|------------------ | ---------------
|                   | 1998           
|Long-Lived Assets: |                
|Asia               | $ 6,245        
|Consolidated       | $ 6,245        

</TABLE>



1. Contingencies
2. Capital Commitments
3. Share Exchange Agreement



On December 6, 1999, a Share Exchange Agreement was executed by The Fairchild Corporation, Fairchild (Bermuda), Ltd., Trade Media Holdings Ltd. and the shareholders of Trade Media Holdings Ltd. (the "Share Exchange"). Under the Share
Exchange, Fairchild (Bermuda), Ltd. issued additional common shares in exchange for all of the issued and outstanding shares of the Company.



The Share Exchange was contingent upon the following events, all of which had occurred as of April 14, 2000:



- The Fairchild Corporation successfully spinning off to its shareholders all of the outstanding shares of Fairchild (Bermuda), Ltd. A subsidiary of Fairchild (Bermuda), Ltd. will own the net assets of the Fairchild optical disc
equipment business.



- Fairchild (Bermuda), Ltd. causing its subsidiary to sell its optical equipment business and using the consideration from the sale to repay all debt owing to a subsidiary of The Fairchild Corporation.



- A registration statement on Form F-1 by Fairchild (Bermuda), Ltd. being declared effective and no stop order suspending the effectiveness of the Registration Statement being in effect.



- The Fairchild (Bermuda), Ltd. common shares being approved for quotation on the NASDAQ National Market as of  the Share Exchange.



After the Share Exchange, The Fairchild Corporation and shareholders of The Fairchild Corporation hold less than 5% and the current shareholders of the Company hold the remainder of the combined companies. After the Share Exchange,
Fairchild (Bermuda), Ltd. was renamed Global Sources Ltd. Global Sources Ltd. will record the Share Exchange as a recapitalization. This will reflect a private operating company, the Company, as the acquirer combining into Fairchild (Bermuda), Ltd., a
non-operating public shell corporation with nominal net assets. As of, and subsequent to, the Share Exchange, the historical consolidated financial statements of the Company will be presented as the continuing accounting entity, similar to a reverse
acquisition. Thereafter, all of the historical consolidated financial statements presented will represent that of the Company.



In the Share Exchange, Fairchild (Bermuda), Ltd. issued 25,051,380 ordinary shares to the Company's shareholders in exchange for all of the Company's 10,000 ordinary shares outstanding at that date.  The shareholders' equity of the
Company has been restated to reflect the effect of the 2,505 to 1 exchange ratio.  The authorized share capital of Fairchild (Bermuda), Ltd. following the Share Exchange is 50,000,000 ordinary shares.  In addition, Fairchild (Bermuda), Ltd. issued 62,628
ordinary shares and 1,189,941 ordinary shares toThe Fairchild Corporation and The Fairchild Corporation's shareholders, respectively.



On April 3, 2000, the Form F-1 was declared effective, and on April 14, 2000, the above Share Exchange Agreement was consummated. As of April 14, 2000, the Company's new immediate holding company, Global Sources Ltd., was publicly
listed on NASDAQ.



The estimated transaction costs associated with the Share Exchange Agreement, amounting to $750 up to December 31, 1999, have been expensed during the year.  This expense is included under circulation, general and administrative cost
for the year ended December 31, 1999 in the Consolidated Statements of Income.



1. Subsequent Events



(i)	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
Parent Company assigned 4,008,221 ordinary 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 501,028 of these shares is subject to an employment agreement with one of the Company's United States subsidiaries and entitlement to such shares vests immediately. The chairman and chief executive officer's entitlement to
3,507,193 of these shares is subjected to employment, non-compete and vesting terms under an employment agreement with one of the Company's United States subsidiaries. The 3,507,193 shares vest ratably over 10 years, 10% each year. These Company shares
represent Global Sources Ltd. common shares following the Share Exchange. The non-cash compensation expense associated with these awards is estimated to be as follows:



Upon entering into the aforementioned employment agreement........................$8.0 million

Ratably over the relevant vesting term of 10 years,

10% each year....................$5.6 million annually for ten years



(ii)	Establishment of 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 Parent Company assigned 2,505,138 ordinary shares of the Company, representing a 10% equity interest in the Company, to the Company for
the establishment of stock option plans and/or a restricted share award plan, to be known as ECP I, ECP II and ECP III. These Company shares represent Global Sources Ltd. common shares following the Share Exchange.



Eligible employees, directors and consultants under ECP I will be entitled to purchase common shares of Global Sources Ltd. at a price to be 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 ordinary shares. The plan committee determines who will receive, and the terms of, the options. Optionees may pay for ordinary shares purchased upon exercise of options by check or by the
delivery of other securities of the Company. Payment will be made to the Trust.



Eligible employees, directors and consultants under ECP II will be entitled to purchase common shares of Global Sources Ltd. at an exercise price to be 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 may be below the fair market value of the Company's ordinary shares. The plan committee determines who will receive, and the terms of, the options. Optionees may pay for ordinary shares
purchased upon exercise of options by check or by the delivery of other securities of the Company. Payment will be made to the Trust. Entitlement of the employees, directors and consultants to these common shares is subject to employment, agency,
non-compete and vesting terms.



Eligible employees and directors under ECP III will be awarded a defined amount of compensation payable in Global Sources Ltd. common shares the number of which will be 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, non-compete and vesting terms.



Should Global Sources Ltd. common shares under the ECP III plan not be approved for quotation on a stock exchange or the NASDAQ Market before January 1, 2003, the amount of the award will be paid in cash.



The non-cash compensation expense associated with awards expected under ECP II and ECP III is estimated to be approximately $10,999 and $3,225, respectively, and will be recognised ratably over the three year vesting term.



As of May 26, 2000, no awards have been made under ECP I, ECP II or ECP III. Future awards, if any, are subject to plan committee approval.





(iii)	Credit facility, loan to chairman and minority interest investment

On March 17, 2000, the Company entered into a credit facility with the Bank of Bermuda (Isle of Man) Limited. The credit facility has a term of one year and provides for borrowings of up to $25,000, with minimum borrowings of $1,000.
The lender may request security from time to time to secure borrowings under the credit facility. The credit facility bears interest, payable quarterly in arrears, at the London Inter-Bank Market Rate plus 0.5%. The Parent Company has guaranteed all of
the Company's obligations under the credit facility.

On March 22, 2000, the Company used a portion of the credit facility in the amount of $5,260, to repay and cancel a loan made on March 9, 2000 from the Parent Company to one of the Company's United States subsidiaries. Funds from the
loan to one of the Company's United States subsidiaries was used to make a loan on March 9, 2000 to the Company's chairman and chief executive officer to pay his U.S. taxes. This loan bears interest at the applicable U.S. Federal Funds rate plus 2%. The
interest and principal of this loan, which is unsecured, are due on March 8, 2002. A further $8,000 of such credit facility has been used to partially fund a $10,000 non-controlling and minority interest investment made by the Company in an unaffiliated
electronic commerce company. As of May 26, 2000, $13,260 of principal was outstanding under this credit facility.



On May 18, 2000, the Company signed an agreement to invest $1,000 for a non-controlling minority interest investment in an unaffiliated electronic commerce company.  Under the terms of the agreement, the Company further agreed to
provide an unsecured cash advance of $2,000 to the investee company, repayable within two years or upon 3 months notice from the Company.  The Company has an option to convert this unsecured advance into equity shares in the investee company.  The Company
paid the $1,000 investment on May 19, 2000.



1. Procurement of Services



Effective May 1, 2000, the Company engaged The Fairchild Corporation to provide financial, legal and certain other services to the Company for a fee of $42 per month.  These services can be terminated at any time, by either party
without penalty and with immediate effect.







ITEM 19.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 2.1	Share Exchange Agreement, date as of December 6, 1999, by and among The Fairchild Corporation, Fairchild (Bermuda), Ltd., Trade Media Holdings Ltd. And the shareholders of Trade Media Holdings Ltd. (as amended by Amendment No. 1 thereto
dated as of March 21, 2000)(incorporated by reference to Annex A to the prospectus forming part of the registration statement dated April 3, 2000)*

Exhibit 3.1	Memorandum of Association of Fairchild (Bermuda), Ltd. )(incorporated by reference to Annex A to the prospectus forming part of the registration statement dated April 3, 2000).*

Exhibit 3.2	Bye-laws of Fairchild (Bermuda), Ltd.*

Exhibit 4.1	Specimen Certificate*

Exhibit 10.1	Promissory Note, dated April 14, 2000, of Fairchild Technologies (Bermuda), Ltd. to Fairchild Technologies USA, Inc.*

Exhibit 10.2	Form of executive officer employment agreement*

Exhibit 10.3	Export Services Agreement, dated August 20, 1999, between Pine Grove BV and Pacific Access Pty Ltd.*

Exhibit 10.4	International License Agreement, date march 17, 1999, between A.S. Mediaconsult Limited and PowerNet Computer Services (Pty) Ltd.*

Exhibit 10.6	Agreement for Netplus Internet Services and Facility Management Service, dated March 1, 1999 with Hong Kong Telecom*

Exhibit 10.7	Employment Agreement dated November 1, 1999, by and between Trade Media Holdings Limited and Merle A. Hinrichs*

Exhibit 10.8	Amendment to Employment Agreement dated January 19, 2000, between Trade Media Holdings Limited and Merle  Hinrichs*



Exhibit 10.9	Employment Agreement dated as of January 29, 2000, by and between LER Corporation and Merle  Hinrichs*

Exhibit 10.10	Form of Restricted Stock Award and Agreement, dated as of January 29, 2000, by and between LER Corporation and Merle A. Hinrichs*

Exhibit 10.11	Amendment No. 1 to Restricted Stock Award and Agreement, dated as of February 29, 2000, by and between LER Corporation and Merle A. Hinrichs*

Exhibit 10.12	Form of the Global Sources Employee Equity Compensation Plan No. I*

Exhibit 10.13	Form of the Global Sources Employee Equity Compensation Plan No. II*

Exhibit 10.14	Form of the Global Sources Employee Equity Compensation Plan No. III*

Exhibit 10.15	Maintenance Renewal, dated July 1, 1999, by and between Oracle Systems S.E.A. (S) Pte ltd. and Media Data Systems Pte Ltd.*

Exhibit 10.16	License Order Form, dated November 30, 1999, by and between Oracle Systems S.E.A. (S) Pte ltd. and Media Data Systems Pte Ltd.*

Exhibit 10.17	License Order Form, dated November 30, 1999, by and between Oracle Systems S.E.A. (S) Pte ltd. and Media Data Systems Pte Ltd.*

Exhibit 10.18	License Order Form, dated November 30, 1999, by and between Oracle Systems S.E.A. (S) Pte ltd. and Media Data Systems Pte Ltd.*

Exhibit 10.19	License Order Form, dated December 15, 1999, by and between Oracle Systems S.E.A. (S) Pte ltd. and Media Data Systems Pte Ltd.*

Exhibit 10.20	Letter Agreement (SignNet Service), dated November 18, 1998, between Singapore Telecom and Media Data Systems Pte Ltd.*

Exhibit 10.21	Letter Agreement (Corporate WAN), dated October 1, 1998, between Singapore Telecom and Media Data Systems Pte Ltd.*

Exhibit 10.22	Application-Cum-Agreement for Internet Co-location Service, date October 29, 1999, between Singapore Telecom and Media Data Systems Pte Ltd.*

Exhibit 10.23	Service Request-Cum-Agreement for SingTel CONNECTPLUS Frame Relay (FR) Service, dated November 10, 1999, between Singapore Telecom and Media Data Systems Pte Ltd.*

Exhibit 10.24	Loan Agreement, dated March 7, 2000 of Trade Media Holdings Ltd. to Hung Lay Si Co. Ltd.*

Exhibit 10.25	Facility Agreement, date March 17, 2000, between Bank of Bermuda  (Isle of Man) Limited and Trade Media Holdings Ltd.*

Exhibit 10.26	Guarantee and Indemnity, dated March 17, 2000, between Hung Lay Si Co. Ltd. and Bank of Bermuda  (Isle of Man) Limited*

Exhibit 10.27	Unsecured Promissory Note, dated March 9, 2000, of Merle A. Hinrichs to LER Corporation*

Exhibit 21.1	Subsidiaries of the Global Sources Ltd.

Exhibit 99.1	Financial statements, related notes thereto and Auditors' Report of Fairchild (Bermuda) for the periods ended December 31, 1999 and December 3, 1999.

Exhibit 99.2	Financial statements, related notes thereto and Auditors' Report of Fairchild Technologies for the fiscal years ended June 30, 1999, 1998 and 1997 and the six months ended December 31, 1999 (unaudited).

__________

* Previously filed







SIGNATURE



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





GLOBAL SOURCES LTD.



By: /s/  EDDIE HENG

Eddie Heng, Vice President of Finance and Director

Date:  June 30, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, in their capacities and on the dates indicated.



|By: | /s/ | MERLE A. HINRICHS       | Chairman, Chief Executive               | June 30, 2000
|--- | --- | ----------------------- | --------------------------------------- | -------------
|    |     | Merle A. Hinrichs       | Officer and Director                    |              
|    |     |                         |                                         |              
|By: | /s/ | J. CRAIG PEPPLES        | Chief Operating Officer                 | June 30, 2000
|    |     | J. Craig Pepples        | and Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | SPENSER AU NAI KWONG    | President, Asian Sales                  | June 30, 2000
|    |     | Spenser Au Nai Kwong    | And Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | DOUWE W. CRAMER         | President, Electronic Commerce Services | June 30, 2000
|    |     | Douwe W. Cramer         | And Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | HOWARD A. FINGER        | Senior Vice President, New Markets      | June 30, 2000
|    |     | Howard A. Finger        | And Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | MARK A. SANDERSON       | Publisher, Technical Electronic Group   | June 30, 2000
|    |     | Mark A. Saunderson      | and Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | EDDIE HENG TENG HUA     | Vice President of Finance               | June 30, 2000
|    |     | Eddie Heng Teng Hua     | and Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | THERESA YIU MAK LAI MAN | Chief Technology Officer                | June 30, 2000
|    |     | Theresa Yiu Mak Lai Man | and Director                            |              
|    |     |                         |                                         |              
|By: | /s/ | SARAH BENECKE           | Director                                | June 30, 2000
|    |     | Sarah Benecke           |                                         |              
|    |     |                         |                                         |              
|By: | /s/ | DAVID F. JONES          | Director                                | June 30, 2000
|    |     | David F. Jones          |                                         |              
|    |     |                         |                                         |              
|By: | /s/ | JEFFREY J. STEINER      | Director                                | June 30, 2000
|    |     | Jeffrey J. Steiner      |                                         |