UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549






FORM 20-F




(Mark One)


[    ]           Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934


OR


Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


for the fiscal year ended December 31, 2010.


OR


[    ]           Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




OR


[    ]         Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of event requiring this shell company report........................For the transition period


from ....................................... to ............................................





Commission file number 000-30678


GLOBAL SOURCES LTD.


(Exact name of Registrant as specified in its charter)




Global Sources Ltd.


(Translation of Registrant’s name into English)




Bermuda


(Jurisdiction of incorporation or organization)




Canon’s Court


22 Victoria Street


Hamilton, HM 12 Bermuda


(Address of principal executive offices)




Connie Lai, Chief Financial Officer


Telephone: (852) 25554864


E-mail: connielai@globalsources.com


Facsimile: (852) 28700955




Global Sources Ltd.


c/o Equitable Accounting Services Limited,


22/F Vita Tower, 29 Wong Chuk Hang Road, Hong Kong


(Name, Telephone, E-mail and /or Facsimile number and Address of Company Contact Person)









Securities registered or to be registered pursuant to Section 12(b) of the Act:




Title of each class
Name of each exchange on which registeredCommon Shares, $0.01 Par Value
NASDAQ Global Market





Securities registered or to be registered pursuant to Section 12(g) of the Act:  NONE




Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  NONE









Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:




33,704,553 common shares, $0.01 par value, outstanding as of April 30, 2011.




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act




Yes


No
x





If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Yes


No
x





Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.




Yes
x

No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).




Yes
x

No




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer


Accelerated filer
x

Non-accelerated filer





Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:




U.S. GAAP


International Financial Reporting Standards as

issued by the International Accounting

Standards Board
x

Other





If “Other” has been checked in response to the previous questions, indicate by check mark with financial statement item the registrant has elected to follow.




Item 17


Item 18




If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)




Yes


No
x











(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)




Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.




Yes


No





TABLE OF CONTENTS




GENERAL INFORMATION




Page






PART IITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
2ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
2ITEM 3.
KEY INFORMATION
2ITEM 4.
INFORMATION ON THE COMPANY
22ITEM 4A.
UNRESOLVED STAFF COMMENTS
36ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
36ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
46ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
55ITEM 8.
FINANCIAL INFORMATION
57ITEM 9.
THE OFFER AND LISTING
110ITEM 10.
ADDITIONAL INFORMATION
110ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
121ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
122PART IIITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
122ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
123ITEM 15.
CONTROLS AND PROCEDURES
123ITEM 15T.
CONTROLS AND PROCEDURES
124ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
124ITEM 16B.
CODE OF ETHICS
124ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
124ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
125ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
125ITEM 16F.
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
126ITEM 16G.
CORPORATE GOVERNANCE
126PART IIIITEM 17.
FINANCIAL STATEMENTS
126ITEM 18.
FINANCIAL STATEMENTS
126ITEM 19.
EXHIBITS
127























































FORWARD-LOOKING STATEMENTS




Except for any historical information contained herein, the matters discussed in this Annual Report on Form 20-F contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “will” and similar terms and phrases, including references to assumptions. These forward-looking statements involve risks and uncertainties, including current trend information, projections for deliveries, backlog and other trend projections, that may cause our actual future activities and results of operations to be materially different from those suggested or described in this Annual Report on Form 20-F.




These risks include:




·
customer satisfaction and quality issues;




·
competition;




·
our ability to achieve and execute internal business plans;




·
worldwide political instability and economic downturns and inflation, including any weakness in the economic and political conditions of countries in the Asia-Pacific region, including China; and




·
other factors described herein under “Risk Factors.”




If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Given these uncertainties, users of the information included in this Annual Report on Form 20-F, including investors and prospective investors, are cautioned not to place undue reliance on such forward-looking statements. We do not intend to update the forward-looking statements included in this Annual Report on Form 20-F.




In this Annual Report on Form 20-F, except as specified otherwise or unless the context requires otherwise, “we”, “our”, “us”, the “Company”, and “Global Sources” refer to Global Sources Ltd. and its subsidiaries.  All references to “fiscal” in connection with a year shall mean the year ended December 31.




SPECIAL NOTE ON OUR FINANCIAL INFORMATION PRESENTED IN THIS ANNUAL REPORT




Our consolidated financial statements as of and for the years ended December 31, 2010 and 2009 included in this Annual Report on Form 20-F have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. We adopted IFRS effective as of and for the fiscal year ended December 31, 2010 by applying IFRS 1: First Time Adoption of International Reporting Standards. Our consolidated financial statements as of and for the year ended December 31, 2009 were originally prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, and were restated in accordance with IFRS for comparative purposes only. An explanation of how the transition to IFRS from U.S. GAAP has affected our reported financial position, financial performance and cash flows is provided in Note 3, Transition to IFRS in the accompanying audited consolidated financial statements in Item 8.





In accordance with rule amendments adopted by the U.S. Securities Exchange Commission (“the SEC”), which became effective on March 4, 2008, we do not provide a reconciliation to U.S. GAAP. Furthermore, pursuant to the transitional relief granted by the SEC in respect of the first-time adoption of IFRS, we have only provided financial statements and financial information for two fiscal years ended December 31, 2009 and December 31, 2010 in this Annual Report as presented under IFRS.




-1-




This is the first time our financial statements included in this Annual Report are prepared in accordance with IFRS. For the years prior to 2009, we prepared our financial statements in accordance with U.S. GAAP, which differs in certain significant respects from and is not comparable with IFRS. For a description of the principal differences between IFRS and U.S. GAAP as they relate to our consolidated financial statements, see Note 3, Transition to IFRS in the accompanying audited consolidated financial statements in Item 8.




All financial information contained herein is expressed in United States Dollars, unless otherwise stated.




PART I




ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS


– (Not applicable)




ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE


– (Not applicable)




ITEM 3.
KEY INFORMATION




Selected Financial Data




The following tables present the selected historical financial data of our company as of and for each of the years in the two-year period ended December 31, 2010. The selected financial information as of and for the years ended December 31, 2009 and 2010 set forth below are derived from, should be read in conjunction with, and are qualified in their entirety by reference to, the section entitled “Operating and Financial Review and Prospects” and our audited consolidated financial statements and related notes, which are included elsewhere in this document.





As disclosed above under “Special Note on Our Financial Information In This Annual Report”, our consolidated financial statements as of and for the years ended December 31, 2009 and 2010 have been prepared and presented in accordance with IFRS, as issued by the International Accounting Standards Board.





Year ended December 31,2009




2010(In U.S. Dollars Thousands, Except Number of Shares and per Share Data)Income Statement Data:RevenueOnline and other media services

$
113,775




$
122,203Exhibitions


55,147





69,450Miscellaneous


3,985





4,996172,907





196,649Operating Expenses:Sales (Note 1)


63,740





71,923Event production


18,385





21,875Community and content (Note 1)


34,524





31,923General and administrative (Note 1)


30,045





33,463Information and technology (Note 1)


11,784





11,839Total Operating Expenses


158,478





171,023Profit from Operations


14,429





25,626Interest income


981





510Gain on sale of available-for-sale securities


-





1,223Profit before income taxes


15,410





27,359Income tax expense


(498
)




(1,117
)Net profit


14,912





26,242Net profit attributable to non-controlling interests


(618
)




(991
)Net profit attributable to the Company’s shareholders

$
14,294




$
25,251
  -2-
  Basic net profit per share attributable to the Company’s shareholders

$
0.32




$
0.63Diluted net profit per share attributable to the Company’s shareholders

$
0.31




$
0.61Cash dividends declared per share


-





-Shares used in basic net profit per share calculations


44,546,226





40,283,874Shares used in diluted net profit per share calculations


45,751,437





41,693,616
  As at December 31,2009



2010(In U.S. Dollars Thousands

Except Number of Shares)Balance Sheet Data:Cash and cash equivalents

$
91,553


$
101,298Financial assets, available-for-sale

$
6,423


$
-Total assets (Note 2)

$
271,593


$
225,703Net assets

$
171,581


$
102,460Long-term debt, less current portion

$
4,107


$
8,107Total Company shareholders’ equity (Note 2)

$
164,067


$
94,295Common share capital

$
514


$
516Common shares outstanding (Note 2)


44,552,642



33,573,540


__________________





(Note 1)
Non-cash compensation expenses associated with the employee and non-employee equity compensation plan, Global Sources Directors Share Grant Award Plan included under various categories of expenses are approximately as follows: sales expenses: $545 (2009: $691), community and content: $284 (2009: $228), general and administrative: $1,089 (2009: $566), and information and technology expenses: $269 (2009: $263).




(Note 2)
On 24 June 2010, the Board of Directors of the Company authorized a program to repurchase 11,121,000 of our common shares by tender offer at purchase price of $9.00 per share. Accordingly, in August 2010, we completed the repurchase and paid a total cash consideration of $100,089. We are holding the repurchased shares as treasury shares.




Risk Factors





In addition to other information in this Annual Report, the following risk factors should be carefully considered in evaluating us and our business. Such factors may have a significant impact on our business, operating results and financial condition. As a result of the risk factors set forth below and elsewhere in this Annual Report, and the risks discussed in our other Securities and Exchange Commission filings, actual results could differ materially from those projected in any forward-looking statements. Such risks and uncertainties are not the only ones facing us. Other risks or events that are not presently known to or anticipated by us, or that we currently deem immaterial, may also adversely affect our business, operating results and financial condition.





The risk factors set forth below are organized into three categories: “Industry Risks”, “Company Risks” and “Investment Risks”. Within each of these categories, the individual risk factors are arranged in a sequence which roughly corresponds with our view as to their order of significance, beginning with those that we consider to be of higher significance.




-3-





A.   Industry Risks





International trade, and especially imports from the Greater China region (which includes mainland China, Hong Kong and Taiwan), is subject to political, legal and economic instability, which may inhibit our ability to be successful.





The international markets in which we operate are subject to risks, including:


·
fluctuations in regional and/or global economic conditions;





·
fluctuations in the availability of trade finance;





·
governments could increase trade protection measures including tariffs, quotas, import duties or taxes, thereby significantly reducing demand for imported goods;





·
political instability;





·
the threat of terrorist attacks;





·
conflicting and/or changing legal and regulatory requirements;





·
restrictions placed on the operations of companies with a foreign status;





·
significant changes in tax laws and regulations (or the interpretation, practice or policies in respect thereof by tax authorities), tax rates and tax reporting requirements;





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





·
adverse governmental actions, such as restrictions on transfers of funds;





·
oil embargoes or significant increases in oil prices; and





·
fluctuations in currency exchange rates.





In 2010, we derived approximately 93% of our revenues from customers in the Greater China region. We expect that a majority of our future revenues will continue to be generated from customers in this region. At the time of the Asian economic crisis of 1997 and 1998, and the global financial crisis of 2008 and 2009, our revenues and operating results were adversely affected, and our sales declined. Future reductions in trade between Greater China and the world may cause our business to be harmed and our revenues to decrease.





The mainland China market is key to our current and future success and political instability in this market could seriously harm our business and reduce our revenue.





Our customers in mainland China accounted for approximately 75% of our total revenues in 2010. Our dependence on revenue from the mainland China market is significant, and adverse political, legal or economic changes in mainland China may harm our business and cause our revenues to decline.





The Chinese government has instituted a policy of economic reform which has included encouraging foreign trade and investment, and greater economic decentralization. However, the Chinese government may discontinue or change these policies, or these policies may not be successful.





Moreover, despite progress in developing its legal system, mainland China does not have a comprehensive and highly developed system of laws, particularly as it relates to foreign investment activities and foreign trade. Enforcement of existing and future laws, regulations and contracts is uncertain, and implementation and interpretation of these laws and regulations may be inconsistent. As the Chinese legal system develops, new laws and regulations, changes to existing laws and regulations, and the interpretation or enforcement of laws and regulations may adversely affect business operations in and revenue from mainland China.




-4-





While Hong Kong has had a long history of promoting foreign investment, its incorporation into China means that the uncertainty related to mainland China and its policies may now also affect Hong Kong.





Exports from mainland China are key to our current and future success and uncompetitive cost conditions in this market, or a potential backlash against mainland Chinese-made products arising from inadequate product safety and quality standards, and fraudulent behavior by sellers, could reduce our revenue and seriously harm our business.





Mainland China is the largest supplier of consumer products to the world. Our actual and potential customers are mainly suppliers who are based in mainland China. Should mainland China manufacturers’ production costs go up substantially (for example, due to the further appreciation of the Chinese Renminbi (“RMB”), wage and product input price inflation, reduced export rebates and new environmental or labor regulations), products from mainland China may become less competitive on price versus other supply markets. If products from mainland China become less competitive on price, it would likely have a negative impact on the demand in mainland China for our various export-focused media and marketing services.





In recent years, there have been several highly publicized incidents involving products made in mainland China not meeting consumer standards in overseas markets. More recently, there have been reports of fraudulent behavior whereby sellers in mainland China have taken orders and payment and then not delivered the products. If these kinds of issues continue or worsen, there may be a strong backlash against products made in mainland China and our business and financial condition may consequently suffer.





Current and future economic uncertainty, slowdowns, or recessions have reduced and may continue to reduce demand and spending for business-to-business marketing services. This has in the past adversely affected and could in the future adversely affect our revenues and operating results.





The revenue and profitability of our business depends significantly on the overall demand for business-to-business media services. We believe that the demand for these services of ours is subject to a number of potentially negative factors, such as the large recent decline in global trade, the fact that many economies in the world have recently been in a recession and ongoing economic uncertainties. In addition, potential sovereign debt risks could adversely affect foreign trade. Accordingly, the overall level of global demand for mainland China’s and Asia’s exports may not be sustainable in the foreseeable future.





As a result of the global market conditions, we may incur operating losses and net losses in the future, and we may not be able to achieve positive cash flow from operations. We have a significant fixed operating expense, which may be difficult to adjust in response to unanticipated fluctuations in revenues.





Our industry is intensely competitive, evolving and subject to rapid change. If we are unable to compete effectively, we will lose current customers and fail to attract new customers. If that happens, our business may not be successful and our financial condition may be adversely affected.





Our industry is intensely competitive. Barriers to entry are minimal, and competitors are able to launch new websites and other media at a low cost. We constantly face threats from competition, including from non-traditional competitors and new forms of media. We compete for our share of customers’ marketing and advertising budgets with other online marketplaces, trade publications and trade shows. Competitors vary in size, geographic scope, industries served and breadth of the products and services offered. We may encounter competition from companies which offer more comprehensive content, services, functionality and/or lower prices. We may also encounter competition from companies offering software services and e-commerce transactional platforms.





Many of our current and potential competitors may have greater financial, technical, marketing and/or other resources than we have. Also, others may have more experience and greater name recognition. In addition, many of our competitors may have established relationships with one another and with our current and potential suppliers and buyers and may have extensive knowledge of our industry. Current and potential competitors have established or may establish cooperative relationships with third parties to increase the ability of their products to address customer needs. Accordingly, our competitors may develop and rapidly acquire significant market share.





-5-





We endeavor to monitor significant business, market, competitive, financial, economic, political, legal, regulatory and/or other relevant trends and developments in the various markets and jurisdictions in or with which we actually or may potentially conduct our business and/or operations; to evaluate the corresponding opportunities and/or risks for us, if any; and to strategize, adapt and respond as appropriate (in which case we may have to incur significant expenditures to implement our strategies). However, we may not always be successful in correctly spotting, evaluating, appreciating the extent, significance or impact of, or in implementing appropriate strategies, initiatives or other measures in response to, such trends, developments, opportunities and risks; or we may fail or be unable to do so in a timely manner or at all. If that happens, we may fail to adapt and compete effectively and to grow our business and revenues, or we may incur significant costs to address lost time and opportunity, or we may suffer other costs or adverse consequences; in which event, our business and financial condition could thereby be harmed.





Digital magazines may not become widely adopted or ever achieve significant revenue or profitability.





Technology, particularly digital technology used in the media industry, continues to evolve rapidly, and advances in that technology have led to alternative methods for the distribution of magazine content. Many publishers including ourselves have launched various types of digital magazines, often to complement print magazine editions. Our initiatives may not become widely adopted by buyers and other users, or advertisers, which could have a significant adverse effect on our competitive position and our businesses and results of operations.





We depend upon Internet search sites and other online marketing channels to attract a significant portion of the users who visit our websites, and if we were listed less prominently in Internet search result listings, or if we are unable to rely on our other online marketing channels as a cost-effective means of driving visitors to our websites, our business, operating results and financial condition could be harmed.





We derive a significant portion of our website traffic from users who search for content through Internet search sites, such as Google, Baidu, Bing and other Microsoft-powered search sites. A critical factor in attracting users to our websites is whether we are prominently displayed in such Internet search results.





Search result listings are determined and displayed in accordance with a set of formulas or algorithms developed by the particular Internet search site. The algorithms determine the order of the listing of results in response to the user's Internet search. From time to time, search sites revise these algorithms. In some instances, these modifications may cause our websites to be listed less prominently in unpaid search results, which will result in decreased traffic from search site users to our websites.





Our websites may also become listed less prominently in unpaid search results for other reasons, such as search site technical difficulties, search site technical changes and changes we make to our websites. In addition, search sites have deemed the practices of some companies to be inconsistent with search site guidelines and have decided not to list their websites in search result listings at all. If we are listed less prominently or not at all in search result listings for any reason, the traffic to our websites will likely decline, which could harm our operating results. If we decide to attempt to replace this traffic, we may be required to increase our marketing expenditures, which also could harm our operating results and financial condition.





We also rely on other online marketing channels (such as “pay per click” marketing) as an important means of driving visitors to our websites. However, the cost of such online marketing channels can change very frequently (often daily), and it is unclear whether such online marketing channels will remain cost-effective for us. If we are unable to rely on such online marketing channels as a cost-effective means of driving visitors to our websites, our business, operating results and financial condition could be harmed; or if we continue to rely on such marketing channels despite their increased costs, our marketing expenditures will increase, which also could harm our operating results and financial condition.





Magazine advertising has declined in recent years and may continue to decline, which could adversely impact our revenue.





In the past few years, global business-to-business print advertising has significantly declined which has led to a decrease in our print advertising revenue. Print advertising is generally facing many challenges and may continue to decline and not recover. The growth in alternative forms of media, such as the internet, has increased the competition for advertising





-6-





dollars, which in turn could reduce the levels of expenditures for magazine advertising or suppress magazine advertising rates. Our customers may decide to use less print advertising as part of their overall marketing campaigns and the rates we charge for print advertising may decline, thereby adversely affecting our revenue.





Evolving regulation of the Internet and commercial e-mail may affect us adversely.





As Internet commerce continues to evolve, increasing legislation and regulation by governments and agencies become more likely. We use e-mail as a significant means of communicating with our existing and potential customers and users. We also provide “@globalsources.com” e-mail addresses to our clients, for their use. The laws and regulations governing the use of e-mail for marketing purposes continue to evolve, and the growth and development of the market for commerce over the Internet may lead to the adoption of additional legislation and/or changes to existing laws. Existing, new or additional legal prohibitions on the transmission of unsolicited commercial e-mail (commonly known as “spam”), coupled with aggressive enforcement, could reduce our ability to promote our services in a cost-efficient manner and our ability to facilitate communications between suppliers and buyers and, as a result, adversely affect our business and financial condition.





In addition to legal restrictions on the use of e-mail, Internet service providers, various operators of Internet mailbox services, anti-spam organizations and others typically attempt to block the transmission of unsolicited e-mail and are increasing the number and volume of unsolicited e-mails they are blocking. With this increasing vigilance also comes an increased rate of “false positives”, i.e. legitimate e-mails being wrongly identified as “spam”. If an Internet or other service provider or software program identifies e-mail from us (or from our clients to whom we have provided “@globalsources.com” e-mail addresses) as “spam”, we could be placed on a restricted list that would block our e-mails to our actual or potential customers or users who maintain e-mail accounts with these Internet service or other providers or who use these software programs or our e-mails could be routed to bulk folders and ignored. If we are unable to communicate by e-mail with our actual or potential customers or users as a result of legislation, blockage of our e-mails, routing of our e-mails to bulk folders, or otherwise, our business, operating results and financial condition could be harmed.





In addition, taxation of products and services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the Internet may also be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business, operating results and financial condition.





The laws governing Internet transactions and market access over the Internet are evolving and remain largely unsettled. The adoption or modification of laws or regulations relating to the Internet may harm our business and financial condition by increasing our costs and administrative burdens. It may take years to determine whether and how existing laws apply to the Internet.





Changes in laws and regulations could adversely affect our business, operating results and financial condition.





It is possible that new laws and regulations or new interpretations of existing laws and regulations in the United States, the European Union, mainland China and elsewhere will be adopted covering issues affecting our business, including:





·
privacy, data security, the use of “cookies” and the use of personally identifiable information;





·
copyrights, trademarks and domain names; and





·
marketing practices, such as telemarketing, e-mail or direct marketing or online behavioral advertising.





-7-





Increased government regulation of, or the application of existing laws to, online activities or other relevant business, operational or marketing practices, could:





·
decrease the growth rate of our business;





·
reduce our revenues;





·
increase our operating expenses; or





·
expose us to significant liabilities.





Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is still evolving. Therefore, we might be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our trademarks and other proprietary rights. Any impairment in the value of these important assets could cause our stock price to decline. We cannot be sure what effect any future material non-compliance by us with these laws and regulations or any material changes in these laws and regulations could have on our business, operating results and financial condition.





We endeavor to monitor significant relevant legal and regulatory developments that could impact our business and operations. However, we may not always be successful in correctly spotting, evaluating, appreciating the extent, significance or impact of, or in adapting and implementing appropriate measures in response to, such developments; or we may fail or be unable to do so in a timely manner or at all. If that happens, we may incur significant legal liabilities, costs in mitigating or otherwise addressing the issue, or other adverse consequences, and our business, operating results and financial condition could thereby be harmed.





Changes in laws and standards relating to data collection and use practices and the privacy of Internet users and other individuals could impair our efforts to maintain and grow our audience and thereby decrease our advertising revenue.





We collect information from our users who register for services or respond to surveys. Subject to each user's permission (or right to decline), we may use this information to inform our users of products and services that may be of interest to them. We may also share this information with our advertising clients for those who have granted us permission to share their information with third parties. In addition, we also use “cookies” in our websites and engage in various online behavioral advertising practices. Governments in various jurisdictions, including the United States and the European Union, have adopted or proposed limitations on the collection, distribution and use of personal information of Internet users. In addition, growing public concern about privacy, data security, the use of “cookies”, and online behavioral advertising practices, has led to or may result in increased legal and governmental regulation, and/or self-regulation of these practices by the Internet advertising and direct marketing industry. Because many of the proposed laws or regulations are in their early stages, we cannot yet determine the impact these regulations may have on our business and financial condition over time. Although, to date, our efforts to comply with applicable laws and regulations have not hurt our business and financial condition, additional or more burdensome laws or regulations, including consumer privacy and data security laws, could be enacted or applied to us or our customers. Such laws or regulations could impair our ability to collect user information that helps us to provide more targeted advertising to our users, thereby impairing our ability to maintain and grow our audience and maximize advertising revenue from our advertising clients.





Customer or user concerns regarding Internet security or fraud may deter the use of our online products and services.





Widely publicized security breaches or fraud involving the Internet or online services generally, or our failure to prevent security breaches or fraud by our customers or users, may cause our current and potential customers and users not to use our products and services thereby adversely affecting our revenues. We may be required to incur additional costs to protect against security breaches and fraud, or to alleviate problems caused thereby. Our business and financial success depends on our customers’ and users’ confidence in the security of our products and services and our anti-fraud measures.




-8-





Foreign exchange rate fluctuations may have a material impact on our operating results, revenues, and profits.





Because we operate internationally and report our operating results, revenues and profits in United States Dollars (“U.S. Dollars”), foreign exchange rate fluctuations, especially in the RMB and other Asian currencies, may have a material impact on our operating results.





The RMB has historically been stable, but has strengthened during the last two years as against the U.S. Dollar. Although we bill in RMB and have expenses in RMB in mainland China, if the RMB appreciates further, our current and potential supplier customers may become less competitive with suppliers from other regions, leading to less demand for our advertising services. In addition, we have investments in operations in mainland China, the net assets of which are exposed to foreign currency translation risks. To the extent significant currency fluctuations occur in the RMB and other Asian currencies, our financial condition and results of our operations may be adversely affected.





Currently, we do not hedge our exposure to foreign currency fluctuations.





Outbreaks of H1N1, avian influenza, Severe Acute Respiratory Syndrome (“SARS”) or other widespread public health problems could adversely affect our business and financial condition.





In the event of future outbreaks of H1N1, avian influenza, SARS or other widespread public health problems, some ways in which our business and financial condition might be adversely affected could include the following:





·
quarantine or travel restrictions (whether required by government or public health authorities, or self-imposed) could result in the closure of some of our offices and other disruptions to our operations;





·
sickness or death of our key officers and employees;





·
a general slowdown in international trade and the global economy;





·
our trade shows may have to be cancelled; and





exhibitor and visitor participation at our trade shows, could be significantly curtailed or otherwise adversely affected.





The successful operation of our business depends significantly on the quality, performance and reliability of the telecommunications and Internet infrastructure globally, and especially in mainland China and the Asia-Pacific region, where we derive most of our revenue and where the vast majority of our sales representatives are located.





We derived approximately 49% of our revenue from Internet-related services in 2010 and poor performance or failures of the telecommunications and internet infrastructure anywhere in the world could negatively impact our business.





We are likely to continue to derive the majority of our Internet-based marketplace business and revenues from mainland China and the Asia-Pacific region.





The quality, performance and reliability of some of the telecommunications and Internet infrastructure and telephone line availability in mainland China and many other countries in the Asia-Pacific region could fail and/or become unreliable.





In mainland China, almost all access to the Internet is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the government authorities. In addition, the national networks are connected to the Internet through international gateways controlled by the mainland China government. These international gateways are the only channels through which a mainland China user can connect to the Internet. We cannot assure that a more sophisticated or flexible Internet infrastructure will be developed in mainland China. Our mainland China users may not have access to alternative networks in the event of disruptions, failures or other problems with mainland China’s Internet infrastructure. Furthermore, the Internet infrastructure in mainland China may not support the demands associated with continued growth in Internet usage.




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These issues and problems may contribute to lower than expected adoption of many of our services and may cause our growth and revenues to fall below expectations, or we may have to incur significant costs to address or mitigate them, thereby adversely affecting our profitability.





Climate change regulations in supply markets and overseas demand markets could increase the costs of certain groups of our supplier and/or buyer community, or otherwise harm their business or financial viability. As a result, they may reduce or cease their usage of our services, thereby adversely affecting our revenue.





In many jurisdictions, there is a growing trend of increasing concerns, and legal, regulatory, political and policy developments, in the area of climate change and other environmental issues. These may discourage, or may involve the imposition of certain prohibitions, restrictions, standards, levies and/or taxes in respect of, certain types of manufacturing processes, products and/or imports, which may in turn increase the costs of affected manufacturers, suppliers, exporters, buyers and/or importers or otherwise harm their business or financial viability. Those of our supplier and/or buyer community who are so affected may consequently reduce or cease their usage of our services, in which case our revenue would be adversely affected.





B.   Company Risks





Our inability to sustain our current price points could adversely affect our operating results and financial condition.





The marketing and pricing decisions of our competitors strongly influence our business and therefore affect our financial condition. For example, in mainland China, online advertising rates in our sectors have declined significantly over the past few years. Although we typically sell integrated marketing programs that involve more than one form of media, there has been downward pressure on pricing. To the extent that potential and existing customers make decisions solely or primarily on price, we may be unable to retain existing customers or attract new customers, or we may be forced to reduce prices to keep existing customers or to attract new customers. If we are unable to maintain our current pricing levels for advertising on our websites and in our trade journals, and for booths at our trade shows, our revenues could be adversely affected. Also, if we are unable to make up for any decline in average revenue per customer by increasing our total number of customers, our business and financial condition could suffer.





If our current and potential customers are not willing to renew and adopt our services, we may not attract and retain a critical mass of customers, our business may not be successful, and our financial condition could be adversely affected.





Our services will be attractive to suppliers only if buyers use our services to identify suppliers and purchase their products. The content, products and suppliers currently available through our various media, or made available by suppliers, may not be sufficient to attract and retain buyers as users of our services. If buyers and suppliers do not accept our media and services, or if we are unable to attract and retain a critical mass of buyers and suppliers for our media and services, our business will suffer and our revenues may decrease.





None of the suppliers that currently pay to use our services are under any long-term contractual obligation to continue using our services. Generally, their advertising contracts with us for our online and print media are for 6 to 12 months in duration, while most booth contracts are for China Sourcing Fairs that will be held within the next 12 months. A significant percentage of our customers do not renew their contracts and we experience high customer turnover from year to year. If we cannot replace non-renewing customers with new customers, our business and financial condition could be adversely affected.




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There are various factors that could adversely affect our ability to operate our China Sourcing Fair and Global Sourcing Fair trade show businesses successfully and profitably.





We expect that a significant portion of our future revenues will continue to be derived from our trade show business and in 2011 we are scheduled to hold more than 70 shows, up from more than 30 in 2009 and more than 60 in 2010. Our China Sourcing Fairs represent the great majority of our trade show business.





In 2010, our China Sourcing Fairs contributed substantially to our success. The first China Sourcing Fair was held in Shanghai in 2003, and the first of our series of China Sourcing Fairs in Hong Kong was launched in April 2006. Our shows have since been expanded to Dubai, Mumbai, Shanghai (our “China Sourcing Fairs” in mainland China for the domestic market have since been re-branded to “Global Sourcing Fairs”), Singapore and Johannesburg, and in 2011 we are scheduled to launch new shows in Miami, Shenzhen and Xiamen.





Our China Sourcing Fairs and Global Sourcing Fairs are still relatively new business initiatives and we are uncertain as to our ability to attract and retain the quality and quantity of exhibitors and buyers that would enable these trade shows to be successful.





In addition, there are substantial and long-established trade shows in Hong Kong and southern mainland China which compete with our China Sourcing Fairs in Hong Kong, and which now have access to expanded venue space. Many of these competing trade show events and/or venues are owned and/or organized by, and/or sponsored, funded, endorsed and/or otherwise strongly supported by, governmental or statutory bodies, who may continue to further develop and/or expand such trade show events and/or venues in competition with ours or engage in other competitive actions. For example, the Hong Kong Trade Development Council (“HKTDC”), a government-subvented statutory body and the largest trade show organizer in Hong Kong, competes aggressively with our China Sourcing Fairs at the AsiaWorld-Expo exhibition venue in Hong Kong. The HKTDC is also a co-owner of the Hong Kong Convention and Exhibition Centre (“HKCEC”), and is able to secure and has secured most of the favorable exhibition venue time-slots at the HKCEC for the HKTDC’s own trade shows. The HKCEC was recently expanded, and the HKTDC and the HKCEC (as well as other exhibition organizers) have from time to time been pressing the Hong Kong government to consider supporting a further expansion (“Phase 3”) of the HKCEC. As a result of such developments, and especially if HKCEC Phase 3 proceeds, our overall competitiveness may be harmed, we may not be able to attract the desired quantity and quality of exhibitors and buyers to our trade shows, and the viability of our trade show business may be jeopardized.





Also, because of the complexities, competition and uncertainties associated with the expansion of our shows into new categories and locations, we may not achieve our desired sales objectives. Furthermore, in order to implement our trade show growth strategy, our management, personnel and other resources may be strained and/or we may have to continue hiring additional personnel and incurring additional expenditures. If we are unable or fail to manage these issues and execute the operations appropriately and effectively, it would jeopardize our ability to be successful in the trade show business and adversely affect our financial condition.





In addition, for marketing and selling booths to exhibitors, we rely heavily on cooperation with various government bodies, trade associations and other relevant parties. The availability of government subsidies to exhibitors in some jurisdictions (e.g. mainland China) is also a significant factor in attracting exhibitors to our trade shows. If we fail to achieve such cooperation or if such cooperation is unsuccessful, or if government subsidies are not available or granted or are withdrawn, the success of our trade show business could be jeopardized, and our operating results and financial condition may be adversely affected.





Our China Sourcing Fairs and Global Sourcing Fairs businesses also require us to make substantial non-refundable deposits and progress payments to secure desirable venues and dates far in advance of conducting the trade show. The market for desirable dates and locations is often highly competitive and critical to the success of the show. If we cannot secure desirable dates and locations for our trade shows, their profitability and future prospects would suffer, and our financial condition and operating results would be materially and adversely affected.




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Several other factors could also negatively affect our financial performance in this business, including:





·
natural catastrophes, labor strikes and transportation shutdowns;





·
the spread of H1N1, avian influenza, SARS and other similar epidemics;





·
political instability and the threat of terrorist attacks;





·
conflicting and/or changing legal and regulatory requirements;





·
decrease in demand for booth space;





·
particularly in mainland China, we may not always be able to obtain the required trade show licenses, which may limit the number of trade shows we are able to hold;





·
our sales representative companies’ inability to effectively expand their staff and infrastructure;





·
inability to renew our venue contracts on favorable terms or at desired times;





·
a slowdown in product demand from outlet markets; and





·
sudden closure of event venue site due to unforeseen circumstances.





In view of the various risks outlined above, we can give no assurances that our operation of the trade show business will be instrumental to our success or that our financial condition will not be adversely affected.





The loss of one or more of our executive officers, either to a competitor or otherwise, could harm our business and financial condition.





Our growth and success depend significantly on the continued services of our executive officers and other key members of our management, particularly, Merle A. Hinrichs, our Chairman and Chief Executive Officer. The loss of his services and/or that of other key executives, including our deputy chief executive officer, chief financial officer, chief operating officer and chief information officer, or significant changes in our executive management team, whether as a result of resignation, service termination, retirement, succession planning or otherwise, may be disruptive to our business and operations and/orcould jeopardize the success and viability of our business and financial condition. If competitors hire our key personnel, it could allow them to compete more effectively by diverting customers from us and facilitating more rapid development of their competitive offerings.





We may not be able to attract, hire and retain qualified personnel cost-effectively, which could impact the quality of our content and services and the effectiveness and efficiency of our management, resulting in increased costs and jeopardizing the success and viability of our business and financial condition.





Our success depends on our ability to attract, hire and retain at commercially reasonable rates, qualified technical, sales support management, marketing, customer support, financial and accounting, legal and other managerial personnel. The competition for personnel in the industries in which we operate is intense. Our personnel may terminate their employment at any time for any reason. Loss of personnel may also result in increased costs for replacement hiring and training. If we fail to attract and hire new personnel or retain and motivate our current personnel, we may not be able to operate our businesses effectively or efficiently, serve our customers properly, or maintain the quality of our content and services. If this were to occur, our financial condition could be adversely affected.




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We rely heavily on independent sales representative companies for the sales and marketing of our products and services. If we lose the services of these sales representative companies or their employees, or if they perform poorly, or if we fail to effectively manage our relationship with them, our business and revenues could be harmed.





We have agreements with various independent sales representative companies, whom we rely heavily upon for the sales and marketing of our products and services. Six main sales representative companies in mainland China are responsible for approximately 71% of our total revenues for the year ended December 31, 2010. Generally, either we or the sales representative companies may terminate the service agreement between them and us upon short notice. It is possible that we may not retain some of our sales representative companies, or they may not retain some of their sales personnel (due to competition from other companies in hiring and retaining sales personnel) or be able to replace them with equally qualified personnel. Furthermore, if a sales representative company terminates its agreement with us, some of our customers with a direct relationship with that sales representative company or its personnel may terminate their relationship with us. Although these sales representative companies and their employees are independent from us, there can be no assurance that our reputation and our business, and our financial condition, will not be harmed by their acts or omissions. If sufficient numbers of employees are not recruited, or properly trained, integrated, motivated, retained and managed, by these sales representative companies, or if they or their employees perform poorly or fraudulently, or otherwise fail to perform their roles and responsibilities adequately, appropriately or as required, or if our relationships with these sales representative companies fail or deteriorate or we are otherwise unable or unsuccessful in effectively managing our relationship with them, our business and revenues may be harmed.





Our plans to expand into the mainland China domestic business-to-business market may fail or underperform.





We now have more than a dozen individual media properties serving the mainland China domestic market and we intend to grow this, in particular by adding online services and trade shows. We are generally less competitive in this market than the export market and may not be successful. Competition is intense and price points tend to be very low, which may adversely affect the success of our plans to expand into the mainland China domestic business-to-business market.





Our lengthy sales and implementation cycle could cause delays in concluding sales contracts with customers, thereby adversely affecting our business objectives and success, and therefore our financial condition.





The period between our initial contact with a potential customer and the purchase of our products and services is often long and unpredictable and may have delays associated with the lengthy budgeting and approval processes of our customers. This lengthy sales and implementation cycle may affect our ability to estimate our revenue in future quarters and could cause delays in the conclusion of sales contracts with customers, thereby adversely affecting our business objectives and success, and therefore our financial condition.





Our China Global Sources Online website, which we launched to facilitate trade in mainland China’s domestic market, is generating very little revenue and may not ever be profitable.





We launched our China Global Sources Online website in November of 2007 to facilitate trade in mainland China’s domestic market. Our China Global Sources Online website is distinct and separate from our English language export marketing website, Global Sources Online. We have generated very little revenue since our launch and may never achieve profitability. We may not have sufficient access to capital to develop and market the China Global Sources Online website and we give no assurances that our operation of this business will contribute to our financial success. We cannot be sure that the China Global Sources Online website will be successful and its failure could have a materially adverse effect on our future success.




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We may not be successful in identifying, financing, consummating and/or effectively integrating acquisitions, joint ventures or strategic alliances, in order to expand our business. In such event, our operating results and financial condition could be adversely affected.





We are regularly evaluating potential strategic acquisitions, joint ventures, alliances or other investments, or other opportunities for growth. We believe that these are a key component of our business strategy. However, we may not be successful in identifying such opportunities, or we may not be able to negotiate satisfactory terms or consummate them successfully, or we may not have sufficient access to capital to enter into or to take advantage of them. In these circumstances, our growth potential, competitiveness and/or business success, and therefore our financial condition, may be harmed.





If we do identify and consummate such opportunities, there is still a risk that we may not be able to integrate any new businesses, products or technologies into our existing business and operations, or to manage our relationships with our joint venture or alliance partners successfully. Alternatively, even if we are successful in doing so, we may not achieve expected results, or we may not realize other expected benefits. In such circumstances, our financial condition could be adversely affected.





In order to finance such opportunities, we may use equity securities, debt, cash, or a combination of the foregoing. Any issuance of equity securities or securities convertible into equity may result in substantial dilution to our existing stockholders, reduce the market price of our common stock, or both. Any debt financing is likely to have financial and other covenants based on our performance, results or other conditions, and there could be an adverse impact on us if we do not observe, maintain or achievethe covenanted performance, results or other conditions. In addition, the related increases in expenses could adversely affect our operating results and financial condition.





We may not innovate at a successful pace, which could harm our operating results and financial condition.





Our industry is rapidly adopting new technologies and standards to create and satisfy the demands of users and advertisers. It is critical that we continue to innovate by anticipating and adapting to these changes to ensure that our content-delivery platforms and services remain effective and interesting to our users, advertisers and partners. In addition, we may discover that we must make significant expenditures to achieve these goals. If we fail to accomplish these goals, we may lose users and the advertisers that seek to reach those users, which could harm our operating results and financial condition.





We could be subject to additional income tax liabilities.





We are subject to income taxes in numerous jurisdictions. Significant judgment is required in evaluating our worldwide provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates; by changes in the valuation of our deferred tax assets and liabilities; or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. We are subject to potential or actual tax audits in various jurisdictions, and such jurisdictions may assess additional income tax against us. Although we believe our tax estimates are reasonable, the final determination of such tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of a tax audit or related litigation could have a material adverse effect on our operating results or cash flows.





We may be subject to legal liability for publishing or distributing advertisements or other content in our trade publications or websites, or at our trade shows.





We may be subject to legal claims or liabilities relating to the advertising or other content on Global Sources Online or our other websites, or the downloading and distribution of such content, as well as legal claims or liabilities arising out of the products or companies featured in our trade publications and at our trade shows. Claims or liabilities could involve matters such as: libel and defamation; negligent misstatements; false or misleading advertisements; patent, trademark, copyright, design or other intellectual property infringement; fraud; invasion of privacy; direct or indirect, or primary or secondary, liability for illegal, prohibited, restricted, controlled, unlicensed, fake, defective, poor quality, hazardous, contaminated or





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injurious products or substances advertised on our websites or in our publications or exhibited at our trade shows; or other legal theories, for example, based on aiding and abetting our advertisers or exhibitors in our role as a publisher, website operator or trade show organizer (for example, by allegedly facilitating or providing the means for any unlawful or infringing activities conducted through the medium of our websites or publications or at our trade shows), or based on the nature, creation or distribution of our content (for example, the use of hypertext links to other websites operated by third parties).





Media companies have been sued in the past, sometimes successfully, based on the content published or made available by them. Like many companies in our industry, we have received notices of claims based on content made available in our publications, on our website or at our trade shows. In addition, some of the content provided on Global Sources Online is manually entered from data compiled by other parties, including governmental and commercial sources, and this data may have errors, or we may introduce errors when entering such data. If our content is improperly used or if we supply incorrect information, our users or third parties may take legal action against us. In addition, we may violate usage restrictions placed on text or data that is supplied to us by third parties. Regardless of the merit of such claims or legal actions, they could divert management time and attention away from our business, result in significant costs to investigate and defend, and damage our reputation (which could result in client cancellations or overall decreased demand for our products and services), thereby harming our business, operating results and financial condition. In addition, if we are not successful in defending against such claims or legal actions, we may be liable to pay substantial damages. Our insurance may not cover claims or legal actions of this type, or may not provide sufficient coverage.





We may be subject to legal liability for the supplier verification services that we offer to buyers.





In addition to supplier-provided information, we also offer verification services (by ourselves and/or through third parties whom we engage) to buyers in respect of certain data from certain of our supplier customers. These verification services include: verification of some of a supplier’s company and business details; supplier credit profiles and credit reports; and supplier capability assessment. We may be subject to legal claims and actions for any inaccurate, erroneous, incomplete or misleading information provided in connection with such verification services. While we may have liability disclaimers associated with such verification services, such liability disclaimers may nevertheless be insufficient to deter a complainant from attempting to raise a claim or to institute legal action against us, or may be held by a court to be invalid or unenforceable. As for those verification services which are not provided directly by us but by third parties engaged by us, a complainant may nevertheless attempt to hold us responsible for such third parties. Regardless of the merit of any such claims or legal actions, they could divert management time and attention away from our business, result in significant costs to investigate and defend, and damage our reputation (which could result in client cancellations or overall decreased demand for our products and services), thereby harming our business, operating results and financial condition. In addition, if we are not successful in defending against such claims or legal actions, we may be liable to pay substantial damages. Our insurance may not cover claims or legal actions of this type, or may not provide sufficient coverage.





Our intellectual property protection is limited, and others may infringe upon it, which may reduce our ability to compete and may divert our resources.





Our success and ability to compete are dependent in part upon our proprietary technology, content and information databases, the goodwill associated with our trademarks, and other intellectual property rights. We have relied on a combination of copyright, trade secret and trademark laws and non-disclosure and other contractual restrictions to protect ourselves. However, our efforts to protect our intellectual property rights may not be adequate. Although we have filed (and continue to file) applications for and have obtained registration of many of our key trademarks in various jurisdictions, we may not always be able to obtain successful registrations. Our competitors may independently develop similar technology or duplicate our software and services. If others are able to develop or use technology and/or content we have developed, our competitive position may be negatively affected.





We have in the past co-developed, and may in the future co-develop, some of our intellectual property with independent third parties. In these instances, we take all action that we believe is necessary and advisable to protect and to gain ownership of all co-developed intellectual property. However, if such third parties were to introduce similar or competing online products and services that achieve market acceptance, the success of our online services and business, operating results, financial condition and prospects may be harmed.




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We cannot determine whether future patent, copyright, service mark or trademark applications, if any, will be granted. No certainty exists as to whether our current intellectual property or any future intellectual property that we may develop will be challenged, invalidated, or circumvented, or will provide us with any competitive advantages.





Litigation may be necessary to enforce our intellectual property rights, protect trade secrets, determine the validity and scope of the proprietary rights of others, or defend against claims of infringement or invalidity. Intellectual property laws provide limited protection. Moreover, the laws of some foreign countries do not offer the same level of protection for intellectual property as the laws of the United States. Such laws may not always be sufficient to prevent others from copying or otherwise obtaining and using our content, technologies or trade marks. In addition, policing our intellectual property rights worldwide is a difficult task, and we may be unable to detect unauthorized use of our intellectual property or to identify infringers. Litigation may result in substantial costs and diversion of resources, regardless of its outcome, which may limit our ability to develop new services and compete for customers.





If third parties claim that we are infringing upon their intellectual property rights, our ability to use technologies and products may be limited, and we may incur substantial costs to resolve these claims.





Litigation regarding intellectual property rights is common in the Internet and software industries. Defending against these claims could be expensive and divert our attention from operating our business. We expect third-party infringement claims involving Internet technologies and software products and services to increase. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay substantial damage awards and be forced to develop non-infringing technology, obtain a license with costly royalties or cease using the products and services that contain the infringing technology or content. We may be unable to develop non-infringing technology or content or to obtain a license on commercially reasonable terms, or at all. All of this could therefore have a material adverse effect on our business, operating results and financial condition.





We may not have, in all cases, conducted formal or comprehensive investigations or evaluations to confirm that our content and trade marks do not or will not infringe upon the intellectual property rights of third parties. As a result, we cannot be certain that we do not or will not infringe upon the intellectual property rights of third parties. If we are found to have infringed a third party’s intellectual property rights, the value of our brands and our business reputation could be impaired, and our business and financial condition could suffer.





We own substantial commercial real estate in mainland China with associated legal ownership risks, given the fact that the interpretation of mainland China laws and regulations involves uncertainty.





The mainland China legal system is based on written statutes, and prior court decisions can only be used as a reference. For some time now, the mainland China government has been promulgating laws and regulations in relation to economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, with a view to developing a comprehensive system of commercial law, including laws relating to property ownership and development. However, due to the fact that these laws and regulations have not been fully developed, and because of the limited volume of published cases and the non-binding nature of prior court decisions, interpretation of mainland Chinese laws and regulations involves a degree of uncertainty. Some of these laws may be changed without being immediately published or may be amended with retroactive effect. In addition, any litigation in mainland China may be protracted and result in substantial costs and diversion of resources and management attention. All these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements under its permits, and other statutory and contractual rights and interests relating to the substantial commercial real estate which we own in mainland China.




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The value of our commercial properties in mainland China and Hong Kong may fall below the carrying value, requiring us to recognize an impairment charge.





We own commercial properties in Shenzhen’s new commercial business district, which are equivalent in standard to “Grade A” private office premises in Hong Kong (“Grade A” private office premises in Hong Kong are defined by the Hong Kong Rating and Valuation Department and generally understood by the Hong Kong property market to mean premises situated in buildings designed for commercial purposes which are modern with high quality finishes; have a flexible layout; have large floor plates; have spacious, well decorated lobbies and circulation areas; have effective central air-conditioning; have good lift services zoned for passengers and goods deliveries; have professional management; and have parking facilities normally available). In addition, we own commercial property in Hong Kong. We are also currently in the process of negotiations to acquire a commercial property in Shanghai.





The total carrying amount of our Shenzhen and Hong Kong properties was approximately $71.5 million, and their total market value was approximately $136.4 million as of December 31, 2010. However, real estate markets are cyclical and valuation year-on-year is uncertain, given global- and country-specific demand and supply drivers. As a result, we may not be able to recover the carrying value of our properties, which may require us to recognize an impairment charge in future earnings.




Apart from the U.S. treasury bills which we hold, a significant portion of our cash and cash equivalents are held as cash deposits with various banks. In the event of an insolvency of such banks, we may not be able to recover our cash from them in full or in part, or there may be prolonged delays in such recovery.





A significant portion of our cash and cash equivalents are held as cash deposits with various commercial banks. Although we have not recognized any losses to date on our cash and cash equivalents, in the event of an insolvency of such banks, we may not be able to recover our cash from them in full or in part, or there may be prolonged delays in such recovery. This could materially adversely affect the value or liquidity of our cash and cash equivalents and result in a material impairment, which could materially adversely affect our financial condition and operating results.





The failure of our computer systems, network and communications hardware and software could materially and adversely affect our business, operating results and financial condition.





Our business depends on the high availability, good performance and strong security of our computer systems, network, and associated hardware and software. Any system interruptions, poor performance or security breaches impacting on Global Sources Online or any of our online sites may drive buyers and other registered users away and reduce the attractiveness of these sites to advertisers, therefore adversely affecting our business, operating results and financial condition.





We host our key customer-facing computer systems with major Internet Service Providers (ISPs) in Hong Kong. Interruptions to these ISPs’ and/or their partners’ hosting services could result from natural disasters as well as catastrophic hardware failures, software problems, extended power loss, telecommunications failure and similar events. While these ISPs may have their own disaster recovery capabilities and/or be able to provide us with disaster recovery facilities on request in such circumstances, nevertheless, if there is any failure, inability or delay on their part in providing such disaster recovery facilities as committed, serious and prolonged disruptions to our systems and services could result.





Although we support the integrity of our security with IDS (Intrusion Detection Systems), anti-virus and other tools as a precaution against hackings, denial-of-service and other cyber intrusions, such security systems and programs are not completely foolproof or error-free, and new updates to deal with the latest viruses or security threats may not yet be available or may not yet have been implemented. Hence, security breaches could still occur, and we cannot give any assurances that we will always be able to prevent individuals from gaining unauthorized access to our servers. Any such unauthorized access to our database servers, including abuse by our employees, could result in the theft of confidential customer or user information contained in our database servers. If such confidential information is compromised, we could lose customers or become subject to liability or litigation and our reputation could be harmed, any of which could materially and adversely affect our business, operating results and financial condition.





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The failure of outside parties to meet committed service levels and information accuracy expectations may make our services less attractive to customers and harm our business and financial condition.





We rely on outside parties for some information, licenses, product delivery, telecommunications and technology products and services. We rely on relationships and/or contractual agreements with software developers and providers, systems integrators and other technology or telecommunications firms to support, enhance and develop our products and services.





Although we have contracts with technology providers to enhance, expand, manage and maintain our computer and communications equipment and software, these service providers may not provide acceptable services. Services provided by third parties include providing application licenses, hosting our Global Sources Online servers and database, maintaining our communications and managing the network and data centers which we rely on for the provision of our services. These relationships may not continue or may not be available on the same commercial terms in the future, which could cause customer dissatisfaction and/or a delay in the launch of new software or services.





We license some components of our technology from third parties. These licenses may not be available to us on the same commercial terms in the future. The loss of these licenses could delay the release or enhancement of our services until equivalent technology could be licensed, developed, or otherwise obtained. Any such delay could have a material adverse effect on our business and financial condition. These factors may deter customers from using our services, damage our business reputation, cause us to lose current customers, and harm our ability to attract new customers, thereby adversely affecting our financial condition.





We have no direct control over the accuracy, timeliness, or effectiveness of the information, products and services or performances of these outside parties. As a result of outside party actions, we may fail to provide accurate, complete and current information about customers and their products in a timely manner and to deliver information to buyers and/or other registered users in a satisfactory manner.





Our inability to maintain effective Internet domain names could create confusion and direct traffic away from our online services.





If we are not able to prevent third parties from acquiring Internet domain names that are similar to the various Internet domain names that we own, third parties could create confusion that diverts traffic to other websites away from our online services, thereby adversely affecting our business and financial condition. The acquisition and maintenance of Internet domain names generally are regulated by governmental agencies. The regulation of Internet domain names in the United States and in foreign countries is subject to change. As a result, we may not be able to acquire or maintain relevant Internet domain names. Furthermore, the relationship between regulations governing such addresses and laws protecting proprietary rights is unclear.





There may be various control, enforceability, legal and/or regulatory risks associated with the holding and operating structure for our EDN-China business.





In April 2011, our subsidiary, eMedia Asia Limited (“eMedia Asia”), acquired the print and online businesses of EDN-Asia, EDN-China and certain other associated titles from the United Business Media group.





The EDN-China business involves a mainland China domestic print publication and a mainland China domestic online website, and is operated through a mainland China company, Beijing Reed Advertising Services Co., Ltd. (which is currently in the course of having its company name changed to Beijing EDN Advertising Co., Ltd.) (“Beijing EDN”).





As the laws and/or regulations of the People’s Republic of China (“PRC”) prohibit and/or restrict foreign investments in mainland China domestic publishing and internet information businesses, eMedia Asia does not have any direct equity ownership interest in Beijing EDN (which has an internet content provider licence that is required for the operation of a mainland China domestic online website). Instead, the holding structure of the EDN-China business depends upon nominee and other related contractual arrangements involving mainland China individuals who have agreed to act as eMedia Asia’s nominee shareholders of Beijing EDN (“nominees”). Beijing EDN also relies on a co-operation arrangement with a





-18-





mainland China publisher which has a publishing permit or “kanhao” (“kanhao publisher”), in connection with the mainland China domestic publishing and circulation activities for the EDN-China print publication.





These arrangements may not be very effective in providing direct operational control or direct ownership of the EDN-China business. Moreover, if our relationships with the nominees and/or the kanhao publisher were to break down, they may act contrary to our interests, the arrangements concerned may be difficult to legally enforce, and the EDN-China operations and business could be disrupted or otherwise adversely affected.





There are also uncertainties regarding the interpretation and application of PRC laws, regulations and policies with respect to these types of arrangements. Accordingly, there is a risk that such arrangements may be deemed by the relevant PRC authorities to be contrary to PRC laws, regulations or policies, the consequences of which could include: fines and/or other monetary penalties; revocation of applicable PRC permits or licences and/or other administrative sanctions; and/or the various arrangements concerned being held to be unenforceable.





Should our directors or officers incur personal liabilities in connection with the performance of their duties, such liabilities could be substantial. Our insurance coverage for such directors’ or officers’ liabilities may be inadequate, and we may have to indemnify them (if and to the extent applicable and permissible) out of our own funds.





Our insurance coverage for the potential personal liabilities of our directors and officers is limited and may not be sufficient to cover the scope or extent of such liabilities. In such event, our directors and officers may have to rely in whole or in part on indemnities from out of our funds (see “Personal Liability of Directors and Indemnity” under Item 10 for a description of the personal liabilities of our directors and the indemnities by us which may be available to our directors and officers). If and to the extent such indemnities are applicable and permissible, they could be substantial.





We may be required to record an impairment charge to earnings if our goodwill or amortizable intangible assets become impaired.





We are required to test goodwill for impairment at least annually and to review our amortizable intangible assets for impairment whenever events or changes in circumstance indicate that the carrying amounts may not be recoverable. The carrying amounts of goodwill and intangible assets as of December 31, 2010 were approximately $2.5 million and $8.0 million respectively. Significant adverse changes in the business climate, or economic, competitive and other factors, may affect the value of goodwill and identifiable intangible assets. If any of these factors impair the value of these assets, accounting rules would require that we reduce their carrying value and recognize an impairment charge, which would reduce our reported assets and earnings in the year in which the impairment charge is recognized.





We may be required to record an impairment charge on our accounts receivables, if we are unable to collect the outstanding balances from our customers.





We generally collect our fees in advance from customers in markets with higher risk. We have a large number of customers and no individual customer represents more than 10% of our accounts receivables. We estimate the collectability of our accounts receivables based on our analysis of the accounts receivables, historical bad debts, customer creditworthiness and current economic trends. We continuously monitor collections from our customers and maintain adequate impairment allowance for doubtful accounts. However, while credit losses have historically been within our expectations and the allowances we established, if the bad debts significantly exceed our impairment allowance, our operating results and liquidity could be adversely affected.





C.   Investment Risks





Our quarterly operating results may have seasonal fluctuations, and we may fail to meet analyst, investor and shareholder expectations.





We typically experience seasonal quarter-to-quarter fluctuations in our revenue. Buyer’s usage of our media and services is typically relatively slower during the summer and year-end vacation and holiday periods. Additionally, our online and trade publication advertising revenue is seasonal and tends to be highest in the fourth quarter of each calendar year.





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Currently, most of our largest trade shows are expected to be held in April and October of each year. The net result of the above seasonality is that second and fourth quarter revenues are likely to be substantially higher than the first and third quarter revenues. In 2010, approximately 30% of our revenue was generated during the second quarter and approximately 32% during the fourth quarter. The first quarter accounted for approximately 18% of our revenue in 2010 and the third quarter accounted for approximately 20% of our revenue in 2010. In addition, certain expenses associated with future revenues are likely to be incurred in the preceding quarters, which may cause profitability to be lower in those preceding quarters. Also, because event revenue is recognized when a particular event is held, we may also experience fluctuations in quarterly revenue based on the movement of annual trade show dates from one quarter to another.





There is a limited public market for our shares and the trading volume for our shares is low, which may limit your ability to sell your shares or purchase more shares.





As of April 30, 2011 we had approximately 895 shareholders, and a total of 33,704,553 outstanding common shares, out of which approximately 13,108,423 outstanding common shares were tradable on the NASDAQ Global Market (“NASDAQ”).





Because of the small number of shareholders and the small number of publicly tradable shares, we cannot be sure that an active trading market will develop or be sustained or that you will be able to sell or buy common shares when you want to. As a result, it may be difficult to make purchases or sales of our common shares in the market at any particular time or in any significant quantity. If our shareholders sell our common shares in the public market, the market price of our common shares may fall. In addition, such sales may create the perception by the public of difficulties or problems with our products and services or management. As a result, these sales may make it more difficult for us to sell equity or equity-related securities in the future at a time or price that is appropriate.





Future sales of our common shares could depress the price of the common shares.





Future sales of common shares by us or our existing shareholders could adversely affect the prevailing market price of the common shares. As of April 30, 2011, we had 33,704,553 common shares outstanding, out of which at least 15,379,753 common shares outstanding are beneficially owned by people who may be deemed “affiliates”, as defined by Rule 405 of the Act. Of these 15,379,753 shares, 14,865,126 shares are “restricted securities” which can be resold in the public market only if registered with the Securities and Exchange Commission or pursuant to an exemption from registration.





We cannot predict what effect, if any, that the future sales of such restricted shares or the availability of shares for future sale, will have on the market price of the common shares from time to time. Sales of substantial amounts of common shares in the public market, or the perception that such sales could occur, could adversely affect prevailing market prices for the common shares and could impair our ability to raise additional capital through an offering of our equity securities.





U.S. persons that hold our common shares could be subject to material adverse U.S. federal income tax consequences if we were considered to be a PFIC for any taxable year.





A non-U.S. corporation generally will be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in any taxable year in which, after applying the relevant look-through rules with respect to the income and assets of its subsidiaries, either (i) 75% or more of its gross income is “passive income” (generally including (without limitation) dividends, interest, annuities and certain royalties and rents not derived in the active conduct of a business) or (ii) the average value of its assets that produce passive income or are held for the production of passive income is at least 50% of the total value of its assets.





Although the application of the PFIC rules is unclear, there is a risk that we could be treated as having unexpectedly become a PFIC in a prior year, and there can be no assurance that we will not be considered a PFIC for the current year or any subsequent year. A U.S. person that holds our common shares should consult its own tax advisor regarding possible adverse tax consequences to such person if we are considered to be a PFIC.




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It may be difficult for a third party to acquire us, and this may depress our share price.





Our bye-laws contain provisions that may have the effect of delaying, deferring or preventing a change in control or the displacement of our management. These provisions may discourage proxy contests and make it more difficult for the shareholders to elect directors and take other corporate actions. These provisions may also limit the price that investors might be willing to pay in the future for our common shares. These provisions include:





·
providing for a staggered board of directors, so that it would take three successive annual general meetings to replace all directors;





·
requiring the approval of 100% of shareholders for shareholder action by written consent;





·
establishing advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that may be acted upon by shareholders at a general meeting; and





·
restricting business combinations with interested shareholders that have not been approved by at least two-thirds of the holders of our voting shares (other than the interested shareholder) or by a majority of the continuing directors or if certain prescribed conditions are met assuming that we will receive fair market value in exchange for such business combination. In this context, a “business combination” includes mergers, asset sales and other material transactions resulting in a benefit to the interested shareholder or the adoption of a plan for our liquidation or dissolution; a “continuing director” is a member of our board of directors that is not an affiliate or associate of an interested shareholder and was a member of our board prior to such person becoming an interested shareholder; and an “interested shareholder” is any person (other than us or any of our subsidiaries, any employee benefit or other similar plan or any of our shareholders who owned shares prior to the listing of our shares on Nasdaq) that owns or has announced its intention to own, or with respect to any of our affiliates or associates, within the prior two years did own, at least 15% of our voting shares.





Merle A. Hinrichs, our Chairman and Chief Executive Officer, is also our major shareholder and he may take actions that conflict with your interest.





As of April 30, 2011, Merle A. Hinrichs beneficially owned approximately 44.4% of our outstanding common shares, as well as being our Chairman and Chief Executive Officer. Accordingly, Mr. Hinrichs has substantial voting influence over the election of our directors, the appointment of new management and the opposition of actions requiring shareholder approval, such as adopting amendments to our articles of incorporation and approving mergers or sales of all or substantially all of our assets. Such concentration of ownership and substantial voting influence may have the effect of delaying or preventing a change of control, even if a change of control is in the best interest of all shareholders. There may be instances in which the interest of our major shareholder may conflict with the interest of a holder of our securities.





Because we are governed by Bermuda law rather than the laws of the United States and our assets are outside of the United States, our shareholders may have more difficulty protecting their rights because of differences in the laws of the jurisdictions.





We are incorporated under the laws of Bermuda. In addition, certain of our directors and officers reside outside the United States and a substantial portion of our assets is located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon such persons or to realize against them judgments of courts of the United States predicated upon civil liabilities under the United States federal securities laws. We have been advised by our legal counsel in Bermuda, Appleby, that there is some uncertainty as to the enforcement in Bermuda, in original actions or in actions for enforcement of judgments of United States courts, of liabilities predicated upon U.S. federal securities laws, although Bermuda courts will enforce foreign judgments for liquidated amounts in civil matters subject to certain conditions and exceptions.





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We are a “foreign private issuer,” and have disclosure obligations that are different than those of other U.S. domestic reporting companies, so you should not expect to receive information about us in the same amount and/or at the same time as information received from, or provided by, other U.S. domestic reporting companies.





We are a foreign private issuer and, as a result, we are not subject to some of the requirements imposed upon U.S. domestic issuers by the SEC. For example, we are not required to issue quarterly reports, and we and our directors and executive officers are not subject to certain disclosure obligations that would otherwise be required from U.S. domestic issuers.





Hence, our shareholders, potential shareholders and the investing public in general, should not expect to receive information about us in the same amount and/or at the same time as information received from, or provided by, other U.S. domestic reporting companies.





While we believe that we currently have adequate internal control procedures in place, we are still exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.





Under the supervision and with the participation of our management, we have evaluated our internal controls systems in order to allow management to report on, and our registered independent public accounting firm to attest to, our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. We have performed the system and process evaluation and testing required in an effort to comply with the management certification and auditor attestation requirements of Section 404. As a result, we have incurred additional expenses and a diversion of management’s time. If we are not able to continue to meet the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities such as the SEC or by NASDAQ. Any such action could adversely affect our financial results and the market price of our shares.





ITEM 4.
INFORMATION ON THE COMPANY




History and Development of the Company




We are a leading facilitator of global merchandise trade. Our business began in 1971 in Hong Kong when we launched Asian Sources, a trade magazine to serve global buyers importing products in volume from Asia. Today, we are one of Asia’s leading providers of trade information using online media, print media and face-to-face events, meeting the marketing and sourcing needs of our supplier and buyer communities.




The core business uses English-language media to facilitate trade from Greater China (which includes mainland China, Hong Kong and Taiwan) to the world. The other business segment utilizes Chinese-language media to enable companies to sell to, and within, Greater China.




Realizing the importance of the Internet, we became one of the first providers of business-to-business online services by launching Asian Sources Online in 1995. In 1999, we changed the name of Asian Sources Online to Global Sources Online.




We originally were incorporated under the laws of Hong Kong in 1970. In April 2000, we completed a share exchange with a publicly traded company based in Bermuda, and our shareholders became the majority shareholders of the Bermuda corporation. As a result of the share exchange, we became incorporated under the laws of Bermuda and changed our name to Global Sources Ltd.




Our capital expenditures during the year ended December 31, 2010, 2009 and 2008 amounted to $2.5 million, $1.4 million and $51.5 million respectively. For 2010, such expenditure was incurred mainly on computers, software, leasehold improvements and office furniture. For 2009, such expenditure was incurred mainly on computers, software, leasehold improvements and office furniture. For 2008, such expenditure was incurred mainly for purchase of office premises in mainland China and Hong Kong, computers, software, leasehold improvements, office furniture and software development. Our capital expenditures were financed using cash generated from our operations. The net book value of capital assets disposed during the





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year ended December 31, 2010, 2009 and 2008 amounted to $0.002 million, $0.06 million and $0.06 million respectively.




Our primary operating offices are located in Shenzhen, China; Hong Kong, China; and Singapore. Our registered office is located at Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda, and our telephone number at that address is (441) 295-2244. Our website address is http://www.globalsources.com. Information contained on our website or available through our website is not incorporated by referenceinto this document and should not be considered a part of this document.




Business Overview




We are a leading business-to-business (“B2B”) media company that provides information and integrated marketing services, with a particular focus on the Greater China market. Our mission is to facilitate global trade between buyers and suppliers by providing export marketing services and sourcing information. Although our range of media has grown, for more than 40 years we have been in the same primary business of helping buyers worldwide find products and suppliers in Asia.




Buyers rely on our media to stay current with available purchasing opportunities. Suppliers use our media to find new buyers and markets for their products. We believe we offer the most extensive range of media and export marketing services in the industries we serve. Suppliers using our three primary channels – online marketplaces, print magazines and trade shows – are supported by our advertising creative services, education programs and online content management applications.




We have a significant presence across a number of industry sectors including electronics, fashion accessories, hardware and gifts. We are particularly strong in facilitating China’s two-way trade of electronics, one of China’s largest import and export sectors.




We serve an independently certified buyer community of over 1,000,000 active members in more than 200 countries and territories as of December 31, 2010.  During the twelve months ended March 31, 2011, buyers sent more than 127 million sales leads, or requests for information (RFIs), to the more than 250,000 suppliers listed on Global Sources Online.




We are diversified in terms of products and services offered, industries served and our customer base. We have powerful and valuable assets including: the Global Sources brand; leading products and market positions; a long history and extensive presence in Greater China; and substantial online leadership and expertise. We believe that all of these provide a strong platform for success and that we are well-positioned in the industry segments within which we operate.




The following table sets forth our revenue by category for the last two fiscal years:




Year Ended December 31,2009


2010(In U.S. Dollars Thousands)RevenuesOnline and other media services

$
113,775


$
122,203Exhibitions


55,147



69,450Miscellaneous


3,985



4,996$
172,907


$
196,649




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The following table represents our revenue by geographical area for the last two fiscal years:




Year Ended December 31,2009


2010(In U.S. Dollars Thousands)RevenuesChina

$
123,878


$
148,418Rest of Asia


41,919



41,228United States


5,978



5,947Europe


286



382Others


846



674$
172,907


$
196,649





We currently generate the majority of our revenue from suppliers in Asia, with China being our largest market at 75% of total revenue during 2010. Our revenue is derived from two primary sources:





Online and other media services.This consists of the following two primary revenue streams:




·
Online Services-Our primary service is creating and hosting marketing websites that present suppliers’ product and company information in a consistent and easily searchable manner on Global Sources Online. We also derive revenue from banner advertising fees, and from digital magazines.





·
Other Media Services-We publish trade magazines, which consist primarily of advertisements from suppliers and our independent editorial reports and product surveys. We also derive a small amount of revenue from buyers that subscribe to our trade publications and from marketing services provided to suppliers.





Exhibitions - Trade Shows and Seminars–Our primary business under this revenue stream is selling booths to suppliers. Our China Sourcing Fairs offer international buyers direct access to manufacturers based in China and other Asian countries. The first fair was held during the fourth quarter of 2003.





Industry Background




Global Trade and the Role of Greater China




Over the past few decades, as communications and logistics technologies have improved and as more free trade agreements have been signed, international trade has grown at a pace far exceeding the growth of overall global production. Asia, including Greater China in particular, has been a significant contributor to the growth of global trade.




China has become a major manufacturer and exporter of a wide range of products, due to its significant labor cost advantages, large population, improving quality controls and increasing amounts of foreign investment. Being admitted to the World Trade Organization in 2001 was a very important turning point for China. Membership led to a dramatic shift in global trade, with more orders flowing to China and away from traditional supply markets.




With a population that is more than 15 times as large as Hong Kong, Taiwan and South Korea combined, and with comparably more manufacturing facilities, the potential scale of China as an exporter is very substantial. China’s exporters include state-owned enterprises, joint ventures and a rapidly growing number of entrepreneurial companies.




With thousands of manufacturers spread across vast regions, and given the large distances between them and their customers, it is difficult for buyers and suppliers to identify and communicate with one another. Accordingly, buyers’ search and evaluation costs, and suppliers’ advertising and marketing expenses can be substantial.




-24-




The Role of Media in Global Trade




In global trade, media play a key role in helping suppliers and buyers find, connect and transact with each other. To facilitate this, media companies provide three major offerings—online marketplaces, trade publications and trade shows.




For media companies doing business in Asia, the fragmentation existing in many markets presents significant challenges. They need to find, qualify and visit tens of thousands of suppliers and then assist them to promote their products to the global marketplace. Building a sales force to contact these suppliers is a significant undertaking and typically requires substantial financial and manpower commitments and resources. In particular, there is a huge challenge to effectively and efficiently hire, train and manage a network of sales representatives across such an immense area, where multiple jurisdictions have varying legal requirements, languages, currencies and customs.




Buyers rely on media to stay current with all available purchasing opportunities. They use the media to identify and pursue new suppliers with which they can compare both pricing and product quality with their existing suppliers. They also seek to purchase new product lines appropriate to their distribution channels. Buyers choose media based on the quality and quantity of information relevant to their interests, and on the range and flexibility of the formats and delivery methods.




Most suppliers frequently introduce new products and actively seek new buyers and markets through the use of media. Their objective is to make sure their products are seen by as many potential buyers as possible, and sold to buyers that will provide them the best price and the right order size. Suppliers select media based on the number and quality of buyers reached, and on the reputation of the medium and its cost. Also, particularly in Greater China, creative services for advertising design and English language copywriting play a significant role in media selection.  Suppliers measure the return on their promotional investments by the quantity and quality of sales leads, or RFIs, that they receive, and where possible, by the actual orders generated.




Operators of online marketplaces generate most of their business from selling marketing services to suppliers, such as hosting and publishing a supplier’s website or catalog, and from advertising. Online marketplaces have the advantages of content depth and timeliness and provide a venue where suppliers can make detailed product and company information accessible to buyers.




Trade show organizers generate most of their business from selling booth space to suppliers. Trade shows play a unique role in the sales process since they allow sellers to make face-to-face presentations to buyers and to negotiate and take orders at the booths. In international trade, this is something that cannot be accomplished by online or print media.




Trade magazine publishers garner the vast majority of their revenue from the sale of advertising. Magazines offer buyers the convenience of portability while offering suppliers a proven medium that delivers a targeted audience. Magazine advertising formats are effective since they enable suppliers to do high-impact, display advertising that can strongly position their company and their products. Advertising in trade magazines contributes greatly to making buyers aware that a company is a potential supplier, and if the buyer is in an active sourcing mode, these advertisements often stimulate the buyer to make an inquiry, visit the supplier’s website and/or visit the supplier’s booth at a trade show.




Many suppliers want to reach their customers and prospects in multiple ways: online, in print and in person at trade shows. Suppliers use this full range of media to make sure they reach their entire target market, because of the benefits of different exposures to buyers, and because each of the media plays a different role in the sales cycle.




Our Offerings




Our primary business relates to connecting buyers worldwide with suppliers in Asia (with a particular focus on Greater China) and other emerging markets. However, we also offer a range of media that facilitates selling to and within China.




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We provide a broad set of B2B media products and services to stimulate and streamline the marketing and sourcing processes of global trade. In particular, we believe that we offer the broadest and most integrated multi-channel offering to suppliers and buyers engaged in international trade with Greater China.




Buyers request information and purchase goods from suppliers who market themselves through our online services, trade magazines and trade shows. We provide information to help buyers evaluate numerous sourcing options so they can place orders with suppliers that have the most suitable capabilities and/or who offer them the best terms. We help suppliers market their products and their capabilities to our community of buyers worldwide. By receiving inquiries from a wide selection of buyers, suppliers have more opportunities to achieve the best possible terms, and to learn about the demand and specific requirements in different markets.




With the combination of our online, print and trade show offerings, supported by our creative and production services, we offer suppliers a virtual one-stop shop for most of their export marketing communications needs. Moreover, we believe that we are uniquely capable of helping suppliers create and deliver integrated marketing programs that impact all stages of the buying process – from awareness and lead generation – right through to purchase orders.




Media for Buyers Worldwide




Online Services




Through Global Sources Online, our online marketplace and primary source of online revenue, buyers are able to identify and make inquiries to suppliers. Our primary source of revenue is from suppliers who pay for marketing websites. Each marketing website is comprised of a home page, a company profile and a virtual showroom containing product profile pages on the supplier’s products. Each product profile page contains detailed product information, specifications and full color images.




Buyers can reach a large potential supply base on Global Sources Online by searching among, and/or making inquiries to, approximately 250,000 suppliers. Suppliers are categorized as verified or unverified according to the products they can supply. In listing suppliers for a specific product, we give prominence to those verified suppliers who pay to maintain a marketing website with us.




Trade Shows




Our largest shows are our China Sourcing Fairs which are held in Hong Kong. These shows bring buyers from around the world to meet face-to-face with suppliers. We have also added various smaller versions of these shows in recent years in locations including Dubai, Mumbai, Singapore and Johannesburg. For 2011, we have scheduled the launch of China Sourcing Fairs in Miami and a series of Online Sourcing Fairs, from which we are currently not deriving any revenue.




Trade Publications




We publish thirteen monthly publications that are circulated to buyers worldwide. We also publish less frequently various other publications for trade shows. Our trade publications come in print and digital formats and contain paid advertisements from suppliers, as well as our independent editorial features, which include market reports and product surveys. In addition to our paid subscription base, we offer samples of our trade magazines free-of-charge to qualified buyers.




Advertising Creative Services




We offer our customers advertising and marketing creative services, which assist them in communicating their unique selling propositions and in executing integrated marketing campaigns across our online services, trade magazines and trade shows. Account managers and copywriters in our customer service centers assist suppliers with creative services including digital photography of products, translation, copywriting, ad layout and quality control. Basic media and creative services are included in our media charges.




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China Sourcing Reports




We currently have more than 60 different China Sourcing Reports for sale. Each China Sourcing Report provides detailed, product-specific information on suppliers and supply market conditions throughout Greater China that is based on our factory visits, face-to-face interviews, and detailed questionnaires. Revenue is derived from sales to buyers.




Media for Engineers and Executives in Asia




In addition to our primary media, which connect export suppliers in Asia with buyers worldwide, we are a leading provider of information to electronics engineers and executives within Asia. For this segment of our business, we have 19 online and 5 print media, the International IC show and several other conferences and events.




Media for Buyers in China




In 2007 we launched China Global Sources Onlineand two trade shows for this market. Since then we launched and/or scheduled the launch of several additional small shows.




Mission and Business Strategy





Mission





Global Sources’ mission is to connect global buyers and suppliers by providing the right information, at the right time, in the right format.





Our key business objective is to be the preferred provider of content, services, and integrated marketing solutions that enable our customers to achieve a competitive advantage.





Business Strategy





Our primary target market is comprised of professional medium and large-sized buyers and suppliers. Moreover, our focus is on verified suppliers and verified buyers. Our business strategy is to serve our markets with online, print and trade show media that address our customers’ needs at all stages of the buying process.




The Global Sources growth strategy is built around the following four key foundations: further penetration of the market for our export promotion media; new product and market development; expansion into China’s domestic B2B market; and acquisitions, joint-ventures and alliances.




·
Market penetration.Our existing markets offer significant opportunities for further growth. Our objective is to grow the overall level of suppliers’ usage of one or more of the media within our unique, multi-channel solution; and we anticipate continued strength from our flagship site Global Sources Online– from our China Sourcing Fairs – and geographically from China.




·
New product and market development.Plans include increasingly specialized online marketplaces, magazines and trade shows, entries into new geographies as well as entirely new media formats. For the export sector, we plan to launch new China Sourcing Fairs this coming July in Miami. For the China domestic market, there are various new shows that have recently been launched or announced. Later in 2011, we plan to hold our first show for the India domestic market.




We continue to develop our digital magazines and we are also in the process of launching “online sourcing fairs”, a brand new form of media.  They are being designed to extend the value of our face-to-face shows for both buyers and exhibitors.  The first two online shows are scheduled to launch later this month in conjunction with our China Sourcing Fairsin Hong Kong, with the rollout of further shows scheduled to continue throughout the year.




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·
Expansion in China’s domestic B2B market.We intend to become increasingly involved in serving China’s domestic B2B markets. We now have a community of over 2.8 million registered online users and magazine readers for our Chinese-language media, which include digital and print magazines, online sites, and trade shows. Earlier in the year we established a new division to develop domestic shows, which will come under our new Global Sourcing Fairs brand.




·
Acquisitions, joint ventures and/or alliances.We intend to support our strategy by looking for acquisitions and/or alliances that will enhance growth and accelerate achievement of our goals. We plan to seek complementary businesses, technologies or products that will help us maintain or achieve market leading positions in particular niche markets. On December 24, 2009, our joint venture subsidiary, eMedia Asia Limited, acquired the China International Optoelectronic Expoand just recently on April 2, 2011 completed the acquisition of theElectronic Design News Asiamagazines and websites. Also, in March 2011, we established a cooperative joint venture with a subsidiary of Xiamen C&D Corporation to launch a Sports & Leisureshow in China.




Products & Services





Media for Buyers Worldwide




Online Services




Global Sources Online, our primary online service, is comprised of the following industry sector marketplaces:




Auto Parts & Accessories
Gifts & PremiumsBaby & Children’s Products
Hardware & DIYComputer Products
Home ProductsElectronic Components
Machinery & Industrial SuppliesElectronics
Security ProductsFashion Accessories
Sports & LeisureGarments & Textiles

Food & Beverage

Medical & Health Products

Solar & Energy Saving Products
Telecom Products

LEDs & Optoelectronics

In-car Electronics & GPS




Trade Publications




We publish the following industry-specific trade magazines monthly and others less frequently:




Global Sources Auto Parts & Accessories
Global Sources Gifts & PremiumsGlobal Sources Baby & Children’s Products
Global Sources Hardware & DIYGlobal Sources Computer Products
Global Sources Home ProductsGlobal Sources Electronic Components
Global Sources Security ProductsGlobal Sources Electronics
Global Sources Sports & LeisureGlobal Sources Fashion Accessories
Global Sources Telecom ProductsGlobal Sources Garments & Textiles




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Trade Shows & Exhibitions in 2011




Location
Hong Kong
Dubai
Miami
Mumbai
JohannesburgShow Dates
Apr 12 - 15, 20-23, 27-30
Oct 12-15, 20-23, 27-30
May 31- June 2
Jul 11 - 13
Nov 23 - 25
Nov 30 - Dec 2CSF: Electronics & Components
●
●


●CSF: Electronics


●
●

●CSF: Security Products
●
●


●CSF: Solar & Energy Savings Products
●
●



●CSF: Medical & Health Products
●
●



●CSF: Gifts & Premiums
●
●
●
●
●
●CSF: Home Products
●
●
●
●
●
●CSF: Baby & Children's Products
●
●
●
●

●CSF: Fashion Accessories
●
●

●

●CSF: Underwear & Swimwear
●
●CSF: Garments & Textiles
●
●
●
●

●CSF: Hardware & Building Materials


●

●
●CSF: Bathroom Products




●CSF: Christmas & Seasonal Products

●ISF: Home Products
●
●India Sourcing Fair


●
●ISF: Garments & Accessories
●
●KSF: Gifts & Premiums
●KSF: Electronics & Components
●
●Total (by show period)
14
14
7
7
6
9Total (by location)
28
7
7
6
9Total Shows:
57




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Media for Buyers in China





Online Services





China Global Sources Online, (www.globalsources.com.cn) is designed to facilitate China domestic B2B trade. It currently focuses on the following vertical marketplaces:




Computer Products
Security ProductsElectronic Components
Telecom ProductsElectronics
Solar Energy ProductsHome Appliances






Trade Shows and Exhibitions for buyers in China





Trade Shows / Exhibitions
Description and Scheduled Date and Location



Highly targeted exhibitions, offering local China buyers, and international buyers and their purchasing offices in China a wide selection of quality products from Greater China and other Asian suppliers.Global Sourcing Fair: Electronics & Components
September 2011 in ShenzhenGlobal Sourcing Fair: Sports & Leisure
November 2011 in XiamenGlobal Sourcing Fair: Gifts & Premiums
November 30 to December 2, 2011 in ShanghaiGlobal Sourcing Fair: Home Products
November 30 to December 2, 2011 in ShanghaiGlobal Sourcing Fair: Fashion Accessories
November 30 to December 2, 2011 in ShanghaiGlobal Sourcing Fair: Baby & Children's Products
November 30 to December 2, 2011 in Shanghai






Media for Asian Engineers and Executives




Online Services




Website
DescriptionEE Times – Asia Online Network
·Provides industry news, new product information and technical features covering new technology

and its application to engineering managers and design engineers in China, Taiwan, South Korea,

India and countries in the Association of Southeast Asian Nations (“ASEAN”); websites in

traditional and simplified Chinese, English and Korean; and 2 design channels for India-based

engineers.Electronic Design – China Online
·     Provides China’s design and development engineers and engineering managers with access to

detailed solutions, methodologies and white papers.  -30-
  Website
DescriptionEDN – Asia Online Network
·Provides in-depth technical content including technology articles, product news and special

reports to design engineers and engineering managers in China, Taiwan, South Korea, India and

ASEAN countries; websites in traditional and simplified Chinese, Korean and English.Electronics Supply & Manufacturing – China Online
·Provides managers in China's electronics industry daily news updates, new product rollouts, new

manufacturing strategies, supplier reviews and component catalogs.Webinars
·Various webinars are offered throughout the year to provide corporate, engineering, procurement

and manufacturing management with access to new manufacturing strategies, technology and

supplier news.







Trade Shows




Trade Shows
DescriptionChina International Optoelectronic Exposition (“CIOE”)
·China's largest optoelectronics event established in 1999 and held annually in Shenzhen



·Covers all optoelectronics segments including laser and infrared applications, precision optics,  
optical communications and LEDs.·2010 event hosted over 2,500 exhibitors.·13th CIOE (CIOE 2011) will be held at Shenzhen Convention and Exhibition Center, September 6 to 9, 2011 over a total exhibition area of 100,000 sqm.







Magazines




Magazine
DescriptionEE Times - Asia
·Editions published monthly in simplified and traditional Chinese and Korean; provides engineering managers and design engineers in China, Taiwan and South Korea with innovative design ideas and in-depth technology analysis.Electronic Design - China
·Published monthly in simplified Chinese; provides electronics design & development engineers and engineering managers in China with the latest in emerging technology and ”how-to” methodologies.EDN - Asia
·      Editions published monthly in simplified and traditional Chinese, English and Korean; provides engineers in China, Taiwan, South-Asia/Hong Kong/India, and South Korea with in-depth technical content including technology articles, product news and special reports.Electronics Supply & Manufacturing - China
·Published monthly in simplified Chinese; provides corporate, engineering and procurement management in China with strategic business and technology information.





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Customers




We provide services to a broad range of international buyers and suppliers in various industry sectors.




Suppliers




During 2010, 19,055 suppliers paid us for marketing or advertising services compared to 17,187 during 2009. Approximately 82% of these suppliers were located in mainland China. Two individual supplier customers represented more than 1% of our revenue during 2010.





Buyers





For our primary group of media, which connect export suppliers in Asia with buyers worldwide, we serve an independently certified community of more than 1,000,000 active members in more than 200 countries and territories. This figure is based on procedures to ensure that only buyers who have received a digital magazine or were sent a print magazine; or attended a China or India Sourcing Fair tradeshow organized by us; or who have made an inquiry through the Global Sources Online website (www.globalsources.com) within the 12-month period ended December 31, 2010; or registered and double opted-in to receive product alert e-mails as of December 31, 2010; or registered and double opted-in to receive product alert e-mails as of December 31, 2010 are extracted from the databases.





We have developed our services primarily for retailers, distributors and manufacturers who import in volume for resale. We serve a specialized group of senior executives with large import buying power. We believe a significant portion of these executives are owners, partners, presidents, vice presidents, general managers or directors of their respective companies.




We derive a relatively small proportion of our total revenue from these buyers for subscriptions to our magazines and for China Sourcing Reports.




Sales and Marketing




Our team member sales organization consists of approximately 2,365 independent representatives in approximately 60 cities worldwide, with 44 of these locations in Greater China. We have a staff of 41 full-time employees that oversee and monitor the independent sales representative organizations that employ these representatives. These organizations operate pursuant to service agreements with us that generally are terminable by either party on short notice. These representatives focus on developing and maintaining relationships with suppliers that are current customers and they seek to increase the number of new suppliers using our services.  Substantially all of our contracts with suppliers are entered into directly between the supplier and us. Online services and print advertising revenue is seasonal and tends to be highest in the fourth quarter of each calendar year. Revenue for trade shows is highly seasonal as it is recognized in the month in which each show is held. The largest representative sales offices are located in Beijing, Guangzhou, Shanghai, Shenzhen, Hong Kong and Taipei. Our six sales representative organizations in China accounted for approximately 71% of our total revenue in 2010.




Our marketing strategy leverages our database of approximately 250,000 suppliers currently listed on Global Sources Online. Sophisticated analyses of buyer and supplier profile data enable us to target our sales and marketing programs to new geographic areas and to specific product categories within industry sectors.




Our sales representative organizations are generally structured to offer an integrated marketing solution of our media to customers. Most of the sales representative organizations have the primary responsibility of selling our online and print media while other sales representative organizations are focused on selling trade show booth space. Our community development group is responsible for marketing our services to the global buyer community through online advertisements and promotions, search engine marketing, trade shows and direct mail campaigns.




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Content Development




Our content development group is responsible for compiling, editing, integrating and processing the content that appears in our online services and print media. Within content development, the advertisement operations and editorial groups compile materials from suppliers and freelance writers, respectively, and transform these materials into the advertising and editorial content. Research teams analyze customer content usage to direct content development and they work with sales representatives and marketing staff to develop appropriate content for new industry sectors. Our site team is responsible for evaluating and integrating content into our online services, as well as maintaining the overall integrity of such services. In addition, members of the content development group manage the pre-press production work and print production processes associated with the creation of our printed and digital trade magazines. They also maintain the back-end supplier database, which is the foundation for our online supplier and product information.




Strategic Relationships




eMedia Asia Limited (“eMedia”) is a subsidiary of which we own 60.1% and CMP Media (now known as TechInsights), through UBM Asia B.V., a member of the United Business Media Group owns 39.9%. We entered into the joint venture in September 2000, to provide new technology content, media and online services for the Asian electronics market, focusing on new opportunities in the Greater China market.




In August 2005, eMedia formed a strategic alliance with Penton Media Inc. (“Penton”) to launch Electronic Design - China, a simplified Chinese edition of Penton’s electronics magazine, Electronic Design. This Electronic Design – China publication aims to provide the latest technology and application methodologies to design engineers and engineering managers in China. The online website was launched in January 2006, and the first print monthly issue was launched in March 2006.




In December 2009, eMedia acquired the entire issued share capital of eMedia South China Limited (previously known as “UBM South China Limited”), a company incorporated in the Hong Kong Special Administrative Region, which held a 70% equity interest in Shenzhen Herong UBM Exhibition Co., Ltd. Shenzhen Herong UBM Exhibition Co., Ltd., now named Shenzhen Herong GS Exhibition Co. Ltd., organizes and operates the China International Optoelectronic Expo (“CIOE”) in mainland China. With this acquisition, eMedia Asia’s portfolio of media products for the Chinese electronic engineering community further complements the group’s own multi-channel media network for professionals in China’s electronic industry.




In March 2011,Global Sources formed a cooperative joint venture with C&D Tourism and Hotels Inc., a subsidiary of Xiamen C&D Corporation Ltd. with plans to launch the Global Sourcing Fair: Sports & Leisure in Xiamen, China.





In April 2011,eMedia Asia Limited acquired Canon Communications Asia Pte. Ltd. and Beijing Reed Advertising Services Co., Ltd. – which together own EDN-China, EDN-Asia and certain associated titles – from Canon Communications LLC, a subsidiary of United Business Media Limited (LSE: UBM.L) for a cash consideration of US$4 million.





Technology and Systems




We use a combination of commercial software and internally developed systems to operate our websites and services.




We have invested a total of $23.62 million for years 2009 and 2010 combined in information and technology costs.




As of December 31, 2010, we had 142 team members engaged in technology development, maintenance, software customization and data center operations.




As of December 31, 2010, our online marketplace services are run on the Oracle DBMS release 10g. The catalog application that supports Global Sources Online’s core functions uses a Java platform.




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Our servers are hosted by AT&T iDC in Hong Kong. We have dual redundant 200Mbps Internet link connection directly to AT&T’s IX backbone, while AT&T’s IX maintains in excess of 18 Gbps link to the United States and direct links to most countries in Asia. We use Overland Enterprise tape back-up systems as well as servers located at our Singapore facility for back-up and disaster recovery purpose. We deployed server virtualization technologies for cost effectiveness and meeting our dynamic business growth and demand. We have deployed EMC SAN Enterprise disk storage systems for mission critical data and load balancers and application accelerators for traffic workload balancing, redundancy and response time management respectively.




For the year ended December 31, 2010 our external network had 100% uptime availability.




Our platform applications deploy standard industry database protocols. We can, therefore, integrate our systems with products from third-party vendors. Our offerings are also based on industry standard Web technologies and we are able to deploy with the aid of most common industry browser solutions.




Where appropriate, our systems use secure socket layer (SSL) to encrypt sensitive communications between browsers and Web servers. We also use Extensible Markup Language (XML) as an open communication protocol for information delivery to various applications and/or partners.




Competition




For our online marketplaces, trade magazines and trade show services, the market is highly fragmented and potential competition and competitors vary by the range of services provided, geographic focus and the industry sector served. Some competitors only offer trade shows and other competitors only offer online services.




We may compete to some extent with a variety of organizations that have announced their intention to launch, or have already launched, products and services that compete to a certain degree with ours. These businesses include business media companies, trade show organizers, government trade promotion bodies, domestic retail marketplaces, international trade marketplaces, transaction software and services providers, and electronic sourcing application and/or service providers. We may be at a competitive disadvantage to companies that have greater financial resources, that have more advanced technology, that have greater experience or that offer lower cost solutions than ours. In addition, some buyers and suppliers may have developed in-house solutions for the online sourcing and marketing of goods and may be unwilling to use ours.




Intellectual Property





Our primary product and supplier content, in addition to our in-house produced editorial content, is held under common law copyright. We actively protect this intellectual property by several means, including the use of digital watermark technology on the images on our website, which enables us to identify unauthorized use on other websites.





We have also developed several proprietary technology applications.  In the future, we may apply for patents for these technology applications, where appropriate. However, we may not be successful in obtaining the patents for which we applied. Even if we are issued a patent, it is possible that others may be able to challenge such a patent or that no competitive advantage will be gained from such patent.





Our intellectual property is very important to our business. We rely on a combination of contractual provisions, employee and third-party nondisclosure agreements, and copyright, trademark, service mark, trade secret and patent laws, to establish and protect the proprietary rights of our brands, software, content and services.




We have registrations for either or both of our “Global Sources” and “China Sourcing Fairs” trademarks in various countries or regions, including  Australia, the European Union, Hong Kong, India, Indonesia, Israel, Mexico, mainland China, the Philippines, Singapore, South Africa, South Korea, Switzerland, Taiwan, Turkey, the United Arab Emirates and the United States; and we have applications for either or both of these trademarks pending registration in various countries or regions, including India, Indonesia, mainland China, Singapore, South Africa, Taiwan, Thailand and the United Arab Emirates.




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We have in the past, and may in the future, co-develop some of our intellectual property with independent third parties. In these instances, we take all action that we believe is necessary or advisable to protect and to gain ownership of all co-developed intellectual property. However, if such third parties were to introduce similar or competing online services that achieve market acceptance, the success of our online services and our business, operating results, financial condition and prospects may be harmed.




Government Regulation





Our services are subject to government regulation.





Internet Regulation





There are an increasing number of laws and regulations pertaining to the Internet. In addition, various legislative and regulatory proposals are frequently under consideration by federal, state and local and foreign governments and agencies. Laws or regulations have been or may be adopted with respect to the Internet relating to the liability for information retrieved from or transmitted over the Internet, regulation of online content (or the provision of internet content), the transmission of unsolicited commercial e-mails, user privacy, the use of “cookies”, online behavioral advertising practices, taxation and the quality of products and services. Moreover, it may take years to determine whether and how existing laws, such as those governing issues relating to intellectual property ownership and infringement, privacy, libel, copyright, trademark, trade secret, design rights, taxation, and the regulation of, or any unanticipated application or interpretation of existing laws, may decrease the use of the Internet, which could in turn decrease the demand for our services, increase our cost of doing business or otherwise have a material adverse effect on our business, operating results,  financial condition and prospects.





Regulation of Communications Facilities





To some extent, the rapid growth of the Internet has been due to the relative lack of government intervention in the marketplace in respect of, or due to the relative inadequate development or uncertainty of laws and regulations governing, Internet access. For example, several telecommunications carriers are seeking to have telecommunications over the Internet regulated in the same manner as are certain other telecommunications services. Additionally, local telephone carriers have petitioned or may petition the relevant authorities to regulate ISPs in a manner similar to long distance telephone carriers and to impose access fees on such providers. Some ISPs are seeking to have broadband Internet access over cable systems regulated in much the same manner as telephone services, which could slow the deployment of broadband Internet access services. Because of these proceedings or others, new laws or regulations could be enacted, which could burden the companies that provide the infrastructure on which the Internet is based, thereby slowing the rapid expansion of the medium and its availability to new users.





Properties





During 2004, we entered into a contract for the purchase of approximately 9,000 square meters of office space in the Shenzhen International Chamber of Commerce Tower in Shenzhen, Guangdong province, China, at a purchase price of approximately $19.0 million. Full payment of the purchase price was made during 2004, the physical handover of the premises occurred on or around March 30, 2005 and we received the title certificates. Our usage right in respect of this property is for a period of 50 years, expiring on January 7, 2052, after which the land could revert to the Chinese government.





In 2007, we purchased approximately 1,939.38 square meters of office space in a commercial building known as “Excellence Times Square” in Shenzhen, China, at a purchase price of approximately $7.0 million.





In 2008, we purchased approximately 6,364.50 square meters (gross) of office space in a commercial building known as Shenzhen International Chamber of Commerce Tower in Shenzhen at a price of approximately $34.4 million.





In 2008, we purchased approximately 22,874 square feet (gross) of office space, together with 6 car parking spaces, in a commercial building known as Southmark in Hong Kong, for a total purchase price of approximately $12.3 million.




-35-





We are currently in the process of negotiations to acquire a commercial property in Shanghai, China in order to support our continued business expansion in China.





In addition, we generally lease our office space under cancellable and non-cancellable arrangements with terms of two to five years, generally with an option to renew upon expiry of the lease term. We lease in aggregate approximately 109,977 square feet of executive and administrative offices in China, Hong Kong, the Philippines, Singapore, Dubai and Taiwan. Our aggregate base rental and building management fee expenses for the year ended December 31, 2010 were approximately $1.83 million.





Legal Proceedings





We are a party to litigation from time to time in the ordinary course of our business. We do not expect the outcome of any pending litigation to have a material adverse effect on our business.








ITEM 4A.
UNRESOLVED STAFF COMMENTS




None.




ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS





The following discussion of our financial condition and results of operations should be read in conjunction with the “Selected Financial Data” and the accompanying financial statements and the notes to those statements appearing elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly under the caption “Risk Factors.”




Overview




We are a leading B2B media company and a primary facilitator of two-way trade with Greater China. The core business is facilitating trade from Greater China to the world, using a wide range of English-language media. The other key business segment facilitates trade from the world to Greater China using Chinese-language media. We provide sourcing information to volume buyers and integrated marketing services to suppliers. Our mission is to facilitate global trade between buyers and suppliers by providing the right information, at the right time, in the right format. Although our range of media has grown, for more than 40 years we have been in the same basic business of helping buyers worldwide find products and suppliers in Asia.




We believe we offer the most extensive range of media and export marketing services in the industries we serve through our three primary channels – online marketplaces, magazines and trade shows.




We were originally incorporated under the laws of Hong Kong in 1970. In 1971, we launched Asian Sources, a trade magazine to serve global buyers importing products in volume from Asia. Realizing the importance of the Internet, we became one of the first providers of business to business online services by launching Asian Sources Online in 1995. In 1999, we changed the name of Asian Sources Onlineto Global Sources Online.





In April 2000, we completed a share exchange with a publicly traded company based in Bermuda, and our shareholders became the majority shareholders of the Bermuda corporation. As a result of the share exchange, we became incorporated under the laws of Bermuda and changed our name to Global Sources Ltd.





Revenue





We derive revenue from two principal sources.





Online and other media services; and Exhibitions-trade shows and seminars.




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Online and other media services consists of the following two primary revenue streams:





Online Services — Our primary service is creating and hosting marketing websites that present suppliers’ product and company information in a consistent and easily searchable manner on Global Sources Online. We also derive revenue from banner advertising fees and the digital magazine we launched in July 2010.





Other Media Services — We publish trade magazines, which consist primarily of product advertisements from suppliers and our independent editorial reports and product surveys. Suppliers pay for advertising in our trade magazines to promote their products and companies. We also derive revenue from buyers that subscribe to our trade publications and sourcing research reports.





We recognize revenue from our Online and Other Media Services ratably over the period in which the advertisement is displayed.





Exhibitions – trade shows and seminars - Our China Sourcing Fairs offer international buyers direct access to manufacturers in China and elsewhere in Asia. The first China Sourcing Fair was held in 2003. Subsequently, we have held several China Sourcing Fairs events in the second and fourth quarters of 2004 to 2010. In addition, in 2007 we launched new China Sourcing Fairs events in Dubai and Shanghai and in 2008 we launched new China Sourcing Fairs events in India. In September 2010, we held the China International Optoelectronic Expo in Shenzhen, China. We also launched 2 new China Sourcing Fairs events in Singapore and Johannesburg, South Africa in the fourth quarter of 2010. We established a new division to develop domestic shows in China, which will come under our new Global Sourcing Fairs brand and in the first quarter of 2011, we held our Global Sourcing Fairs event in Shanghai. We held our International IC China Conferences and Exhibitions in Shenzhen, China in February 2011. We are launching new China Sourcing Fairs events in Miami, USA in 2011 and new Global Sourcing Fair Sports & Leisure event in Xiamen, China in November 2011. In November 2011, we plan to hold our first tradeshow for the India domestic market.





We derive revenue primarily from exhibit space rentals, but also from advertising and sponsorship fees in show guides and other locations in and around our event venues. We recognize exhibitor services revenue at the completion of the related events. Our major China Sourcing Fairs in Hong Kong are scheduled to be held in the second quarter and fourth quarter of each financial year. As a result, second and fourth quarter revenues areexpected to be higher than the first and third quarter revenue.





Critical Accounting Policies




Our significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 of this document.  The following is a discussion of our critical accounting policies:




(a)
Income Taxes





We have exposure to income taxes in numerous jurisdictions. Significant judgment is involved in determining the Group wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. We recognize liabilities for expected tax issues (Note 10 to the consolidated financial statements included in Item 8) based on reasonable estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognized, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.





(b)
Goodwill





We test annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.6 to the consolidated financial statements included in Item 8. The recoverable amounts of cash generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (Note 13 to the consolidated financial statements included in Item 8).





There will be no impact to the Group’s results after tax if the post-tax discount rate applied to the discounted cash flows for the acquired subsidiary at December 31, 2010 is raised by 1%, with all other variables including tax rate being held constant. There was no impairment to goodwill as at December 31, 2010 and December 31, 2009 based on our assessment.





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Results of Operations




The following table sets forth our results of operations as a percentage of total revenue:




Year ended December 31,2009


2010RevenueOnline and other media services


66
%


62
%Exhibitions


32



35Miscellaneous


2



3100



100Operating Expenses:Sales


37



37Event production


11



11Community and content


20



16General and administrative


17



17Information and technology


7



6Total Operating Expenses


92
%


87
%Profit from Operations


8
%


13
%Net profit attributable to the Company’s shareholders


8
%


13
%Diluted net profit per share attributable to the Company’s shareholders

$
0.31


$
0.61Shares used in diluted net profit per share calculations


45,751,431



41,693,616







The following table represents our revenue by geographical areas as a percentage of total revenue:




Year ended December 31,2009


2010China


72
%


75
%Rest of Asia


24



21USA


3



3Europe


0



0Other


1



1100
%


100
%





Fiscal Year 2010 Compared to Fiscal Year 2009





Revenue





Total revenue grew by 14% to $196.6 million during the year ended December 31, 2010 from $172.9 million during the year ended December 31, 2009, primarily due to growth in our Exhibitions revenue. Our Online and Other Media Services revenue grew by $8.4 million or 7% to $122.2 million for the year ended December 31, 2010, as compared with $113.8 million for the year ended December 31, 2009 primarily due to a 12% growth in our China market and growth in our US market, off-set by declines in our other markets. The growth in our Online and Other Media Services Revenue resulted mainly from a 14% growth in our revenue from hosting online websites and digital magazines for our customers off-set partially by a 12% decline in the print advertising. China represented 73% of Online and Other Media Services revenue for the year ended December 31, 2010 compared to 70% for the year ended December 31, 2009. Our Exhibitions revenue grew from $55.1 million for the year ended December 31, 2009 to $69.5 million for the year ended December 31, 2010, a growth of 26%, due mainly to our rescheduled China Sourcing Fairs events in Shanghai held in January 2010, our first Electronics event launched in June 2010 in Shanghai, increase in our booth yield for our China





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Sourcing Fairs events in Hong Kong, increase in number of booths sold in our Dubai event, our newly acquired China International Optoelectronic Expo event launched in September 2010 in Shenzhen and our new China Sourcing Fairs events we launched in Singapore and Johannesburg, South Africa in the fourth quarter of 2010, off-set partially by a decline in revenue from our International IC China Conferences and Exhibitions in China held in the first and third quarters of 2010. China represented 80% of Exhibitions revenue for the year ended December 31, 2010 compared to 74% for the year ended December 31, 2009. We continue to look for opportunities to expand the number of our exhibition events and locations for our events.





Total revenue from China grew by 20% during the year ended December 31, 2010 compared to the year ended December 31, 2009 although our total company revenue grew only by 14% during the year.





Operating expenses




Sales





We utilize independent sales representatives employed by independent sales representative organizations in various countries and territories to promote our products and services. Under these arrangements, the sales representative organizations are entitled to commissions as well as marketing fees. These representative organizations sell online services, advertisements in our trade magazines and exhibitor services and earn a commission as a percentage of revenue generated. For online and other media services, the commission expense is recognized when the associated revenue is recognized or when the associated accounts receivable are paid, whichever is earlier. For exhibitions, the commission expense is recognized when the associated revenue is recognized upon conclusion of the event. Sales costs consist of operating costs for our sales departments and the commissions, marketing fees and incentives provided to our independent sales representative organizations, as well as sales support fees for processing sales contracts.





Sales costs increased from $63.7 million during the year ended December 31, 2009 to $71.9 million during the year ended December 31, 2010, an increase of 13%. This was mainly due to an increase in sales commissions due to increase in revenue, and increase in share based non-cash compensation expenses as well as increase in business tax in year 2010 compared to 2009 as per the applicable expanded China Business Tax implementation regulations. In addition, a $2.8 million reversal of our business tax accrual that had been recorded in the fourth quarter of 2009, due to a clarification surrounding the implementation of the expanded China Business Tax regulations announced at that time.





Event Production





Event production costs consist of the costs incurred for hosting the exhibition or trade show and seminar events. The event production costs include venue rental charges, booth construction costs, travel costs incurred for the event hosting and other event organizing costs. The event production costs are deferred and recognized as an expense when the related event occurs.





Event production costs increased from $18.4 million during the year ended December 31, 2009 to $21.9 million during the year ended December 31, 2010 primarily due to the increase in number of exhibition events as we held our rescheduled Shanghai China Sourcing Fairs events in January 2010, launched a new China Sourcing Fairs event in Shanghai in June 2010, launched the China International Optoelectronic Expo event in Shenzhen in September 2010 and launched new China Sourcing Fairs events in Singapore and Johannesburg, South Africa as well as increase in booth construction and other event organizing costs resulting from increase in number of booths sold in Dubai event in June 2010, partially off-set by reduction in booth construction and other event organizing costs resulting from a decline in the number of exhibition booths sold for our International IC China Conferences and Exhibitions in China in the first and third quarters of 2010 and reduction in venue rental costs for our China Sourcing Fairs events in Hong Kong as our effective rental cost per square feet declined.





Community and content





Community and content costs consist of the costs incurred for servicing our buyer community as well as for marketing our products and services to the global buyer community and our content management services costs for our print publications business and online services business. Community and content costs also include costs relating to our trade magazine





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publishing business and marketing inserts business, specifically printing, paper, bulk circulation, magazine subscription promotions, promotions for our on-line services, customer services costs and the event specific promotions costs incurred for promoting the China Sourcing Fairs events and the technical conferences, exhibitions and seminars to the buyer community. The event specific promotion costs incurred for events are expensed as incurred.





Community and content costs declined from $34.5 million during the year ended December 31, 2009 to $31.9 million during the year ended December 31, 2010, a decline of 8%. This decline was due mainly to a 31% decline in bulk circulation costs, paper cost and printing charges resulting from the implementation of certain cost saving measures off-set partially by increases in online promotions to buyer community. We also reduced our buyer promotion costs for our exhibition events and reduced our participation in third party trade shows during first half of 2010 in efforts to reduce our costs.





General and Administrative





General and administrative costs consist mainly of corporate staff compensation, marketing costs, office rental, depreciation, communication and travel costs, foreign exchange gains/losses and amortization of software and intangible assets (described in the following paragraphs).





We have issued share awards under two equity compensation plans (“ECP”) to former employees, consultants and employees of third party service providers after they were resigned or retired from their respective employment or consultancy service. Under these two plans, the share grants vest over a five-year period on a graded vesting basis, with a percentage of shares vesting each year. The grantee is subject to the non-compete terms stipulated in the plan. The Company has the ability to enforce the non-compete agreement by forfeiting the unvested shares if the grantee fails to comply with the non-compete terms. There is no vesting condition other than the non-compete terms. We recognize the intangible asset relating to the non-compete provisions of each of the above awards at the fair value of the respective award. The intangible asset is amortized over the non-compete period specified in the award on a straight-line basis. The amortization expense relating to these intangible assets is included in the general and administrative costs.





In December 2009, our subsidiary, eMedia Asia Limited (“eMedia Asia”), acquired the entire issued share capital of eMedia South China Limited (previously known as “UBM South China Limited”), a company incorporated in the Hong Kong Special Administrative Region, which holds a 70% equity interest in Shenzhen Herong GS Exhibition Co., Ltd.(previously known as Shenzhen Herong UBM Exhibition Co., Ltd.). Shenzhen Herong GS Exhibition Co., Ltd. operates a trade show in the PRC known as the “China International Optoelectronic Expo”. We accounted for this acquisition as a business combination. We paid $5.8 million cash consideration and assumed liabilities of $0.8 million resulting in a total consideration of $6.6 million. The liabilities assumed shall be paid in within one year subject to any adjustments and settlements in respect of any outstanding warranty claims and completion of certain other requirements. During 2010, we have fully paid $0.8 million liabilities assumed. In 2010, we completed the final valuation and purchase price allocation and recorded the acquired intangible assets at fair value of $5.8 million and goodwill of $2.5 million in connection with this acquisition. We also recorded $1.5 million deferred tax liability related to the intangible assets. A majority of amortizable intangible assets have useful lives of 14 years and the others less than one year. In addition, we recorded $2.7 million non-controlling interest which represents the fair value at acquisition date of the 30% share of the minority shareholder in the Shenzhen Herong GS Exhibition Co., Ltd. The amortization expense relating to these acquired intangible assets is included in the general and administrative costs. There was no impairment to goodwill during the years ended December 31, 2010 and 2009 based on our assessment.





General and administrative costs increased by 12% from $30.0 million during the year ended December 31, 2009 to $33.5 million during the year ended December 31, 2010, due mainly to increases in travel costs, payroll costs, bartered marketing expenses, fees paid to third parties, costs incurred for our tender offer to buy back our shares, amortization of intangibles, foreign exchange losses and share based non-cash compensation expenses.





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Information and Technology





Information and technology costs consist mainly of payroll, office rental and depreciation costs and fees paid to third parties relating to our information and technology support services and the updating and maintenance of Global Sources Online.





Information and technology costs remained at $11.8 million during the year ended December 31, 2010 and during the year ended December 31, 2009.





Non-Cash Compensation Expense





We have issued share awards under several equity compensation plans (“ECP”) to both employees and non-employees. The Company’s share awards to non-employees are share grants to consultants and to employees of third party service providers. We also recognize non-cash compensation expenses relating to the share awards granted to our directors under The Global Sources Directors Share Grant Award Plan.





The share grants to employees and non-employees vest over a six-year period on a graded vesting basis, with a percentage of shares vesting each year. The share grants have a service condition that the awardees who received the share grants must continue to provide the services during the vesting period. The awardees will receive the shares on the respective vesting dates if they continue to render services to the Company. If an awardee ceases to provide services, any shares that have not vested are forfeited.





Persons eligible to receive grants under the Global Sources Directors Share Grant Award Plan are the directors of the Company. Share grants to directors will be vested at the end of four years or in accordance with such other vesting schedule as may be determined by the Plan Committee.





The Company accelerates the vesting of share grants in the event of death of an awardee or if the Company is in liquidation or in certain cases, if there is a takeover or a change of control of the Company.





The total non-cash compensation expenses, resulting from ECP and The Global Sources Directors Share Grant Award Plan recorded by us and included under the respective categories of expenses increased from $1.7 million during the year ended December 31, 2009 to $2.2 million during the year ended December 31, 2010. The increase was mainly due to the new share awards for 2010, off-set partially by completion of vesting of some of the past share awards.





The corresponding amounts for the non-cash compensation expenses/credit are credited /charged to shareholders’ equity.





Profit from Operations





The total profit from operations for the year ended December 31, 2010 was $25.6 million as compared to $14.4 million for the year ended December 31, 2009. The growth in total profit from operations resulted mainly from a growth in revenue and a decline in community and content costs, off-set partially by increases in sales costs together with the $2.8 million reversal of business tax in the fourth quarter of 2009 discussed in the paragraph on sales costs, event production costs and general and administration costs.





Profit from operations for online and other media services increased from $10.7 million during the year ended December 31, 2009 to $17.4 million during the year ended December 31, 2010, a growth of 63%. The growth resulted mainly from a growth in online and other media services revenue and a decline in community and content costs, off-set partially by increases in sales costs, general and administrative costs. Profit from operations for exhibition services grew from $1.5 million during the year ended December 31, 2009 to $5.1 million during the year ended December 31, 2010. The growth resulted mainly from a growth in exhibitions revenue and a decline in community and content costs, off-set partially by increases in sales costs, event production costs and general and administrative costs.





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Interest Income





We recorded an interest income of $0.5 million for the year ended December 31, 2010, arising mainly from U.S. Treasury securities and term deposits placed with banks compared to an interest income of $1.0 million for the year ended December 31, 2009. The decline in interest income was mainly due to lower yield on term deposits placed withbanks during the year ended December 31, 2010 as well as lower term deposit with banks resulting from our $100.1 million share repurchase through tender offer that was completed in August 2010.





Gain on Sale of Available-for-sale Securities





During the year ended December 31, 2010, we recorded a gain on sale of available-for-sale securities of $1.22 million as we sold our available-for-sale securities during the fourth quarter of 2010.





Income Taxes





Certain of our subsidiaries operate in the Cayman Islands and other jurisdictions where there are no taxes imposed on companies. Some of our subsidiaries operate in Hong Kong SAR, Singapore, China and certain other jurisdictions and are subject to income taxes in their respective jurisdictions.





We reported a tax expense of $1.1 million for the year ended December 31, 2010 compared to a tax expense of $0.5 million for the year ended December 31, 2009.





Net Profit attributable to the Company’s Shareholders





Net profit attributable to the Company’s shareholders was $25.3 million for the year ended December 31, 2010, compared to net profit attributable to the Company’s shareholders of $14.3 million for the year ended December 31, 2009. The growth in net profit attributable to the Company’s shareholders resulted mainly from growth in revenue, gain on sale of available-for-sale securities and decline in community and content costs off-set partially by increases in sales costs, event production costs, general and administration costs, decline in interest income.





Diluted Net Profit Per Share





The diluted net profit per share attributable to the Company’s shareholders increased from $0.31 to $0.61 mainly due to increase in net profit. The number of shares used for the computation of diluted net profit per share decreased from 45.8 million for the year ended December 31, 2009 to 41.7 million for the year ended December 31, 2010 as we repurchased our shares through tender offer in the third quarter of 2010.





Liquidity and Capital Resources





We financed our activities for the year ended December 31, 2010 using cash generated from our operations and we had no bank debt as at December 31, 2010.





Net cash generated from operating activities was $46.9 million during the year ended December 31, 2010, compared to $29.7 million cash generated from operating activities during the year ended December 31, 2009. The primary source of cash from operating activities was collections from our customers received through our independent sales representative organizations.





Receivables from sales representative organizations increased to $8.2 million as of December 31, 2010 from $5.6 million as of December 31, 2009 due to an increase in our collections. The receivables from sales representative organizations may decline in the near future as the collections are transferred to our bank account. In the long term, if our China business and our exhibition business grow as the economic climate improves, the receivables from sales representative organizations may increase. All the authorized signatories to the collection depository bank accounts maintained by our sales representatives in China are our employees, a majority of whom are our senior management staff.





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Advance payments received from customers were $97.3 million as of December 31, 2010, compared to $75.5 million as at December 31, 2009, which improved our liquidity. The majority of our customers in China pay us in advance for our Online and Other Media Services business. The majority of our Exhibitions business collections are advance payments.





We continuously monitor collections from our customers and maintain an adequate allowance for doubtful accounts. While credit losses have historically been within our expectations and the allowances established, if bad debts significantly exceed our provisions, additional allowances may be required in future.





We have unrecognized deferred income tax assets of $7.7 million in respect of losses as at December 31, 2010 that can be carried forward against future taxable income as the realization of the related tax benefit through future taxable profits is not probable.





Net cash generated from investing activities was $63.0 million during the year ended December 31, 2010, resulting from the $58.3 million net proceeds from matured term deposits with banks, $6.8 million proceeds from sale of available-for-sale securities, $1.2 million interest received off-set partially by $2.5 million cash used for capital expenditures mainly for purchase of computers, software, office furniture, leasehold improvements and $0.8 million payment for the acquisition of controlling interest in a subsidiary. Net cash used in investing activities was $8.2 million during the year ended December 31, 2009, resulting from the $1.4 million cash used for capital expenditures mainly for purchase of computers, software, office furniture, leasehold improvements, net placement of $59.7 million in term deposit with banks and $2.8 million net cash payment to acquire controlling interest in a business off-set partially by proceeds from available-for-sale securities of $55.3 million and the $0.3 million interest received.





Capital expenditures during the three months period ended March 31, 2011 amounted to $1.6 million and were incurred mainly for computers, software, office furniture and leasehold improvements. Our capital expenditures were financed using cash generated from our operations.





In 2004, 2007 and 2008 we purchased office space of 9,000 square meters, 1,939.38 square meters and 6,364.50 square meters, respectively, in commercial buildings in Shenzhen China. In 2008 we also purchased office space of 22,874 square feet together with six car parking spaces in a commercial building in Hong Kong SAR. These buildings are situated on leasehold lands with lease periods ranging between 50 to 55 years. We record the depreciation on these assets on a straight-line basis over the remaining lease term. The total carrying amount of these four office properties as of December 31, 2010 and as of December 31, 2009 was $71.5 million and $71.8 million, respectively. The total market value of these four office properties as of December 31, 2010 was $136.4 million based on independent valuation reports prepared by Savills Valuation and Professional Services Limited, Hong Kong and the total market value of these four office properties as of December 31, 2009 was $113.4 million based on independent valuation reports. We are currently in the process of negotiations to acquire a commercial property in Shanghai, China in order to support our continued business expansion in China. All future payments for this acquisition will be funded from our internal cash resources.





We invest our excess cash in term deposits with commercial banks, U.S. Treasury securities and available-for-sale securities to generate income from interest received as well as capital gains, while the funds are held to support our business.





Generally, we hold securities with specified maturity dates such as Treasury Bills until their maturity. We invest excess cash on hand in short term U.S. Treasury Bills and in term deposits with major banks to generate interest income. This did not increase our risk as these term deposits are protected by foreign sovereign guarantees till the end of 2010. The market values of U.S. Treasury Bills and in term deposits with banks as at December 31, 2010 were $59.3 million and $16.7 million, respectively compared to the market values of U.S. Treasury Bills and in term deposits with banks as at December 31, 2009 of $70.1 million and $61.2 million, respectively. The reduction was due to $100.1 million paid for our tender offer repurchase of 11,121,000 common shares in August, 2010. We do not engage in buying and selling of securities with the objective of generating profits on short-term differences in price or for other speculative purposes. Our objective is to invest to support our capital preservation strategy.





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We hold a Documentary Credit facility with the Hongkong and Shanghai Banking Corporation Limited, for providing documentary credits to our suppliers. This facility has a maximum limit of approximately $0.6 million. As of December 31, 2010, the unutilized amount under this facility was approximately $0.5 million. Hongkong and Shanghai Banking Corporation Limited has also provided a guarantee on our behalf to our suppliers. As of December 31, 2010, such guarantee amounted to $3,000.





During the first quarter of 2007, we entered into a number of venue license agreements for our exhibition events amounting to $44.4 million in payments over five and a half years. In May 2010, we entered into a number of venue license agreements for our exhibition events amounting to a gross value of approximately $16.7 million in payments over five years. Again, in December 2010 and in January 2011, we entered into a number of venue license agreements for our exhibition events amounting to approximately $3.4 million in payments over four years. All of our above venue license agreements may be terminated under force majeure or other specified conditions, or upon notice and payment of cancellation charges to the other party. The amounts paid will be expensed when the related events are held. As of December 31, 2010, we have settled approximately $32.1 million under these agreements.





Net cash used in financing activities was $100.4 million during the year ended December 31, 2010, resulting from $100.1 million used for repurchase of common shares by tender offer to all shareholders of the Company and $0.3 million payment of dividend to non-controlling shareholder by a subsidiary. Net cash used in financing activities was $0.1 million during the year ended December 31, 2009, resulting from refund of shares subscription received in advance to a deceased director’s estate upon expiry of the previously exercised purchase rights.





On May 19, 2010, we announced via a press release (which was subsequently filed under Form SC TO-C with the SEC on May 21, 2010) that, as approved by our board of directors, we intended to commence a tender offer before the end of June 2010, with expected completion before the end of July 2010, for repurchase of approximately 6.67 million of our common shares, or approximately 14.9% of our total outstanding common shares as of April 30, 2010, at a total purchase price of $60.0 million or $9.00 per share. On June 25, 2010 we announced via a press release (which was filed under Form SC TO-C with the SEC) that we intended to increase the number of shares to be purchased to a total of up to 11,121,000 common shares, or approximately 24.9% of our total outstanding common shares as of April 30, 2010. The previously announced purchase price of $9.00 per share remained the same and the total purchase price increased to up to $100,089,000. As per the final count, the number of shares properly tendered and not properly withdrawn was greater than the number of shares that the company offered to purchase. Therefore, it was necessary to apply the odd lot priority and pro-ration provisions described in our offer to purchase. The pro-ration process was concluded by August 05, 2010 and the Company accepted 28.641785% of the shares properly tendered and not properly withdrawn by each shareholder, in addition to the tendered shares with odd lot priority. The Company issued payment of $9.00 per share for all pro-rata shares and the shares with odd lot priority that were properly tendered and not properly withdrawn. The repurchase was completed by August 10, 2010 and we paid total $100.089 million in purchase consideration to the tendering shareholders. We are holding the repurchased shares as treasury shares.





On February 4, 2008, our board of directors authorized a program to buyback up to $50.0 million of common shares. We may, from time to time, as business conditions warrant, purchase shares in the open market or through private transactions. The buyback program does not obligate us to buyback any specific number of shares and may be suspended or terminated at any time at management’s discretion. The timing and amount of any buyback of shares will be determined by management based on its evaluation of market conditions and other factors. As of December 31, 2010, we have not bought back any of our shares under this program.





On April 2, 2011, our subsidiary, eMedia Asia Limited in which the Company owns 60.1% equity interest, acquired 100% interest in Canon Communications Asia Pte Ltd and Beijing Reed Advertising Services Co., Ltd., which together own EDN-China, EDN-Asia and certain other associated publication titles and websites from Canon Communications LLC, a subsidiary of United Business Media Limited, for a cash consideration of approximately $4.0 million. Acquisition related costs of approximately $0.25 million were incurred and expensed under general and administrative expenses in the consolidated income statement during the first quarter of 2011. With the acquisition of EDN-China and EDN-Asia, eMedia Asia Limited further expands the reach of its multi-channel media network that serves to advance the design capability and competitiveness of electronics manufacturers in Asia and throughout China. Details of the fair value of assets acquired and liabilities assumed, the amount of goodwill to be recorded and the effect on the cash flows for the Group are not disclosed, as the accounting for this acquisition is still in progress. The acquired entities will be consolidated with effect from the date of acquisition.








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The following table summarizes our contractual obligations as of December 31, 2010:




Payments due by period (in U.S. Dollars Thousands)Less than



1 - 3



3 - 5


More thanTotal


1 year


years


years


5 yearsContractual ObligationsOperating leases

$
150


$
123


$
27



-



-Purchase obligations


4,243



1,858



2,385



-



-Deferred income and customer prepayments - long term


6,710



-



6,710



-



-Total

$
11,103


$
1,981


$
9,122


$
-


$
-





We anticipate that our cash and securities on hand and expected positive cash-flows from our operations will be adequate to satisfy our working capital needs, capital expenditure requirements and cash commitments for the next 12 months.  However, looking to the long term, we may raise additional share capital, or sell debt securities, or obtain credit facilities as and when required to further enhance our liquidity position, and an issue of additional shares could result in dilution to our shareholders.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have a material effect or are reasonably likely to have a material future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.





Recent Accounting Pronouncements







Revised IAS 24 (revised), “Related party disclosures”, issued in November 2009.  It supersedes IAS 24, “Related party disclosures”, issued in 2003.  IAS 24 (Revised) is mandatory for periods beginning on or after January 1, 2011.  Earlier application, in whole or in part, is permitted. The revised standard clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities.  We will apply the revised standard from January 1, 2011.  The adoption of this revised standard is not expected to have any impact on our consolidated financial statements.







The following new standards, amendments and interpretations have been published and are mandatory for our accounting periods beginning on or after January 1, 2011 or later periods but are not expected to have material impact on our consolidated financial statements:





·
IFRIC 14, ‘Prepayments of a minimum funding requirement


·
Amendments to IFRS 7, ‘Disclosures – Transfer of financial assets’


·
Improvements to IFRS 2010 (annual improvements project)





IFRS 9, “Financial instruments”, issued in November 2009.  This standard is the first step in the process to replace IAS 39, “Financial instruments” recognition and measurement”.  IFRS 9 introduces new requirements for classifying and measuring financial assets and is likely to affect the Group’s accounting for its financial assets.  The standard is not applicable until January 1, 2013 but is available for early adoption. We have yet to assess IFRS 9’s full impact.  However, initial indications are that it may affect our accounting for its debt available-for-sale financial assets, as IFRS 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading.  Fair value gains and losses on available-for-sale debt investments, for example, will therefore have to be recognized directly in profit or loss.





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Non-IFRS Measures




In our press releases on our quarterly financials, we provide non-IFRS financial measures and IFRS to non-IFRS reconciliation tables to supplement our financial information presented in accordance with IFRS.





The non−IFRS financial measures that we use in our press releases on our quarterly financial information are the following:





“Non-IFRS Net Profit” is defined as IFRS net profit excluding non-cash stock based compensation expense or credit, amortization of intangible assets relating to certain non-compete agreements, gains or losses on acquisitions and investments, and/or impairment charges.





“Non-IFRS diluted net profit per share” is defined as non-IFRS net profit divided by the weighted average of diluted common shares outstanding.





We believe that non-IFRS metrics are useful measures of operations.





Readers should not place undue reliance on non−IFRS financial measures or regard them as a substitute for the nearest IFRS measures. Further, these non−IFRS financial measures may not be comparable to similarly titled measures used by other companies.








ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





The following table sets forth information regarding the persons who are our executive officers and directors as of the date of this Annual Report.*





Name

Age

PositionMerle Allan Hinrichs

69

Director, Chairman and Chief Executive OfficerSpenser Au

56

Deputy Chief Executive OfficerConnie Lai

37

Chief Financial OfficerPeter Zapf

42

Chief Operating OfficerBill Georgiou

66

Chief Information OfficerSarah Benecke

54

DirectorEddie Heng Teng Hua

61

DirectorRoderick E. Chalmers

63

DirectorDavid F. Jones

46

DirectorJames A. Watkins

65

DirectorYam Kam Hon Peter

64

Director





*
At our annual general meeting of shareholders on June 22, 2011, Mr. Lees, who was a director, retired by rotation and did not offer himself for re-election, and Mr. Yam was elected as a director to fill the vacancy resulting from Mr. Lees’ retirement. Accordingly, as at December 31, 2010, Mr. Lees was still a director and Mr. Yam was not yet a director, but following that annual general meeting and as at the date of this Annual Report, Mr. Lees is no longer a director and Mr. Yam is now a director.





On May 24, 2011, we furnished a press release to the SEC on Form 6-K announcing that effective February 1, 2012, Mr. Georgiou, our Chief Information Officer, is scheduled to retire; Mr. Peter Zapf, our current Chief Operating Officer, is scheduled to take over as Chief Information Officer; and Mr. Brent Barnes, our current General Manager of Content & Community Development, is scheduled to move into the Chief Operating Officer position.




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Mr. Hinrichs has been a director since April 2000 and is currently our Chairman and Chief Executive Officer. A co-founder of the business, he was the principal executive officer of our predecessor company, Trade Media Holdings Limited, a Cayman Islands corporation wholly owned by us (“Trade Media”), from 1971 through 1993 and resumed that position in September 1999. From 1994 to August 1999, Mr. Hinrichs was chairman of the ASM Group, which included Trade Media. Mr. Hinrichs is a director of Trade Media and has also been the Chairman of the Board of Trade Media. Mr. Hinrichs graduated from the University of Nebraska and the Thunderbird School of Global Management (“Thunderbird”). Mr. Hinrichs is a 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. He is also an investment Promotion Ambassador with Invest Hong Kong. His term as director expires in 2012.





Mr. Auwas appointed as our Deputy Chief Executive Officer in October 2009. Mr. Au first became a team member in 1978 as an account executive for Asian Sources Electronics magazine. The positions through which he advanced to senior management included regional sales manager in 1988, associate publisher in 1991, publisher in 1992 and president of Asian Sales in 1999. Mr. Au has a deep knowledge of Greater China and other markets where the company operates. Mr. Au received a Diploma in Business Management in 1977 from the Hong Kong Baptist University.





Ms. Lai was appointed as our Chief Financial Officereffective August 2010. Ms. Lai joined Global Sources in June 2007 as financial controller, Hong Kong & China. Prior to joining Global Sources, she was chief financial officer and an executive director of HC International, Inc., a Hong Kong listed company. Earlier in her career, she spent over four years with PricewaterhouseCoopers (“PwC”) Hong Kong.  Ms. Lai graduated from the Chinese University of Hong Kong with a bachelor's degree in professional accountancy. She is also a Member of the Hong Kong Institute of Certified Public Accountants and a Fellow Member of the Association of Chartered Certified Accountants in the United Kingdom.




Mr. Zapfwas appointed as our chief operating officer in January 2011. Mr. Zapf began his career in software project management with the United States Air Force. He then joined Global Sources in Phoenix, Arizona, working on the development, sales and marketing of the company’s early software and e-commerce products. Later, he worked as a research analyst at Bear Stearns in New York, focusing on the business-to-business market, after which he joined Hong Kong-based AsiaCommerce, a startup incubator, as Chief Executive Officer. He rejoined Global Sources in 2001.  Mr. Zapf holds a BS in Electrical Engineering and Engineering and Public Policy from Carnegie Mellon University, an MS in Computer Science from Troy State University, and an MBA from Thunderbird, the American Graduate School of International Management.




Mr. Georgiou was appointed as our Chief Information Officer in January 2001. Since 1989, he has held senior management positions in IT and related business fields with major corporations in Australia, Hong Kong and Singapore. He has directed the development and implementation of major business systems and e-commerce applications (B2C, B2B), managed data center and network infrastructure, and negotiated outsourcing contracts and hardware and software acquisitions. He has also played a leading role in the commercialization of new technologies and adoption of best practices in IT management. For nearly 15 years, he has developed specialist expertise in supply chain web enablement and systems. He received his B.Ec. (Honours degree) and M.B.A. from the University of Adelaide.





Ms. Beneckehas been a director since April 2000 and, since 1993, has been a director of Trade Media. Ms. Benecke was our principal executive officer from January 1994 through August 1999. She joined us in May 1980 and served in numerous positions, including publisher from 1988 to December 1992 and chief operating officer in 1993. Since September 1999, Ms. Benecke has been a consultant to Publishers Representatives Ltd. (Hong Kong), a subsidiary of our company. Since 2003, her consulting work has been focused on the launch, development and expansion of the “China Sourcing Fairs” in Shanghai, Hong Kong, Mumbai, Dubai, Singapore and Johannesburg.She graduated with a B.A. from the University of New South Wales, Australia. Her term as director expires in 2013.





Mr. Henghas been a director since April 2000. He joined us in August 1993 as deputy to the vice president of finance and was the Chief Financial Officer (previously titled vice president of finance) from 1994 until June 30, 2009. Mr. Heng returned to serve as Interim Chief Financial Officer from June 30, 2010 until August 1, 2010. He received an MBA from Schiller International University in London in 1993, is a Singapore Certified Public Accountant, a member of the Institute of Certified Public Accountants, Singapore, and a Fellow Member of The Association of Chartered Certified Accountants in the United Kingdom. Mr. Heng is currently a director and audit committee chairman of Prison Fellowship Singapore, a Christian non-profit organization that provides counseling and skills training to prisoners and financial support to their families. Prior to joining us, he was the regional financial controller of Hitachi Data Systems, a joint venture between Hitachi and General Motors. His term as director expires in 2013.





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Mr. Chalmershas been a director since October 2000. He has been the Chairman of the Board of Directors of the Bank of Valletta plc, Malta since 2004. He was chairman, Asia-Pacific, of PricewaterhouseCoopers LLP and a member of PwC’s Global Management Board from 1998 until his retirement in July 2000. He is a 30-year veteran with PwC’s merger partner Coopers & Lybrand with specialist experience in the securities industry. He has at various times been a non-executive director of the Hong Kong SAR Securities and Futures Commission, a member of the Takeovers and Mergers Panel, and chairman of the Working Group on Financial Disclosure. He is a director of Gasan Group Limited (Malta), MSV Life plc (Malta), Simonds Farsons Cisk Limited (Malta) and Middlesea Insurance plc (Malta). His term as director expires in 2012.





Mr. Joneshas been a director since April 2000.Mr. Jones joined CHAMP Private Equity, a leading Australian buyout firm, in 2002 where he is currently Managing Director. He has spent the last sixteen years in the private equity industry, and was previously in management consulting, investment banking and general management. In 1999, he founded and, until 2002, led the development of UBS Capital’s Australian and New Zealand business. Prior to that, he spent four years with Macquarie Direct Investment, a venture capital firm in Sydney, Australia, and one year at BancBoston Capital in Boston, Massachusetts. Mr. Jones began his career as a consultant with McKinsey & Company in Australia and New Zealand. He left McKinsey to take the role of general manager of Butterfields Cheese Factors, of the King Island Dairies group. He is a director of Centric Wealth Limited, The National Museum of Australia and The Beacon Foundation. He was previously Chairman of the Australian Venture Capital Association Limited and a director of various listed and unlisted companies in Australia. Mr. Jones holds a Bachelor of Engineering (First Class Hons.) from the University of Melbourne and a Master of Business Administration from Harvard Business School. His term as director expires in 2014.





Mr. Watkins was appointed as a casual director, (see “Election or Removal of Directors” under Item 10 for a description of a “casual director”) on February 28, 2005 and was elected as a director at our annual general meeting on May 9, 2005. Mr. Watkins was a director and group general counsel of the Jardine Matheson Group in Hong Kong from 1997 until 2003. He was group legal director of Schroders plc in 1996 to 1997 and of Trafalgar House plc from 1994 to 1996. He was previously a partner and solicitor in the London and Hong Kong offices of Linklaters from 1975 to 1994. He currently is a non-executive director of Mandarin Oriental International Ltd., Jardine Cycle & Carriage Ltd., Advanced Semiconductor Manufacturing Corporation Ltd., IL&FS India Realty Fund II LLC, Asia Satellite Telecommunications Holdings Ltd. and Hongkong Land Holdings Ltd., and is a member of the audit committees of Jardine Cycle & Carriage Ltd. and Asia Satellite Telecommunications Holdings Ltd. and the chairman of the audit committee of Advanced Semiconductor Manufacturing Corporation Ltd. Mr. Watkins has a law degree from the University of Leeds (First Class Hons.). His term as director expires in 2014.





Mr. Yam was first appointed as a director at our annual general meeting of shareholders on June 22, 2011. Mr. Yam joined Emerson (NYSE: EMR) in 1986 and is currently an advisor to Emerson after he retired as president of Emerson Greater China and chairman of Emerson Electric (China) Holdings Co., Ltd in April 2008. For more than two decades, Mr. Yam played a key role in leading Emerson’s investments in China. Mr. Yam holds a bachelors degree in electrical engineering from the University of Hong Kong and an Executive MBA from the University of Chicago.  Since June 2010, Mr. Yam has served as a non-executive director of ISG Asia Investment (HK) Ltd., and he is also currently an adjunct professor of The Chinese University of Hong Kong’s Faculty of Business Administration Department of Management and a member of the Planning and Development Committee, Hong Kong University School of Professional and Continuing Education.  Mr. Yam was previously a member of the Suzhou Industrial Park International Advisory Committee from 2001 to 2008, a director of the Executive Committee of Foreign Investment Companies in Beijing from 2003 to 2008, a non-executive director of Sun Life Hong Kong Limited and affiliates from 2003 to 2010 and a member of the Board of Directors of the Hong Kong Science & Technology Parks Corporation from 2001 to 2006,  and he also previously served as a vice-president of the American Chamber of Commerce in Hong Kong, a visiting professor of Nanjing University’s School of Business and a visiting professor of Jiangmen Polytechnic in China. His term as director expires in 2014.




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Compensation




For the year ended December 31, 2010, we and our subsidiaries provided our eleven directors and executive officers as a group aggregate remuneration, pension contributions, allowances and other benefits of approximately $4,593,074 including the non-cash compensation of $1,300,173 associated with the equity compensation plans.




In 2010, we and our subsidiaries incurred $62,161 in costs to provide pension, retirement or similar benefits to our respective officers and directors pursuant to our retirement plan and pension plan.




Employment Agreements





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





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





Board Practices





Our board of directors consists of seven members divided into three classes, the terms of which expire on the basis of one-third of the board retiring by rotation at each annual general meeting of shareholders. Each director holds office until his or her term expires as aforesaid, and he or she is then subject to re-election as a director at the respective annual general meeting for a further term which will subsequently expire on the same basis. Executive officers serve at the discretion of the board of directors. Our executive officers have, on average, 19 years of service with us. Two executive directors and four non-executive directors receive a cash fee of $15,000 per year, plus an additional $4,000 for each board meeting attended. Non-executive directors who are members of the audit committee also receive a cash fee of $5,000 per year.





Committees of the Board of Directors





We have established an audit committee and an executive committee of our board of directors. The audit committee recommends the appointment of auditors, oversees accounting and audit functions and other key financial matters of our company. The audit committee meets four times a year. David Jones, Roderick Chalmers and James Watkins are the members of the audit committee and the board of directors determined that Mr. Chalmers is an audit committee financial expert as defined under appropriate SEC guidelines. The executive committee acts for the entire board of directors between board meetings in respect of certain matters. Merle Hinrichs, Eddie Heng and Sarah Benecke are the members of the executive committee.





-49-





We have a separately - designated standing compensation committee, consisting of the independent directors. The primary function of the compensation committee is to approve compensation packages for each of the Company’s executive officers. The compensation committee held one meeting in the fiscal year ended December 31, 2010.





We have an executive sessions committee, consisting of the independent directors. The executive sessions committee held two meetings in the fiscal year ended December 31, 2010.





Code of Ethics





We have adopted a Code of Ethics (“Code of Ethics”) that applies to our chief executive officer, chief financial officer, chief accounting officer or controller and persons performing similar functions (as well as all other employees). Any amendments or waivers to our Code of Ethics that apply to the chief executive officer or senior financial officers will be promptly disclosed on our website as required by law or by the Securities and Exchange Commission or by Nasdaq.




Employees




As of December 31, 2010, we had 343 employees worldwide, the majority of whom work in management, technical or administrative positions. We consider our employee relationships to be satisfactory. Our employees are not represented by labor unions and we are not aware of any attempts to organize our employees.




The following summarizes the approximate number of employees and independent contractors by function:




Function

Employees


IndependentContractors


TotalContent Development


23



394



417Corporate Human Resources & Administration


47



67



114Corporate Marketing


7



18



25Community Development


60



83



143Sales


41



2,365



2,377Information System Department (includes CIO office)


73



69



142Corporate Accounts


64



65



127Office of the CEO, COO


13



0



13Legal and Group Secretarial


6



1



7Conference & Trade Show Services + China Edu


39



82



121Total


343



3,144



3,517









Share Ownership





Information on the ownership of our Common Shares is given under Item 7, Major Shareholders and Related Party Transactions.





Equity Compensation Plans





On December 30, 1999, we established The Global Sources Employee Equity Compensation Trust (the “Trust”) for the purpose of administering monies and other assets contributed to the Trust for the establishment of equity compensation and other benefit plans, including the Equity Compensation Plans Numbers I to VII described below. The Trust is administered by Appleby Services (Bermuda) Ltd. (previously known as “Harrington Trust Limited” and then as “Appleby Trust (Bermuda) Ltd.”) (the “Trustee”). The number of shares that may be sold pursuant to these plans is limited to the number of our shares held by the Trust. Following our takeover of Trade Media on April 14, 2000, the Trade Media shares were exchanged for our common shares. These Trade Media shares currently represent our common shares. As of April 30, 2011, the Trustee holds 1,061,439 of our common shares, consisting of





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common shares held in the Trust, as well as already vested common shares under the plans which are held in trust by the Trustee for various grantees who have elected to utilize the trust services of the Trustee for such purpose.  The Trustee has informed us that it does not intend to acquire any additional shares.  In exercising its powers, including the voting of securities held in the Trust, the Trustee may be directed by a plan committee, selected by the board of directors of one of our wholly-owned subsidiaries.





Pursuant to a Declaration of Trust dated November 28, 2006 by the Trustee, “The Global Sources Equity Compensation Trust 2007” (“2007 Trust”) was established. The 2007 Trust is administered by Appleby Services (Bermuda) Ltd. (the “2007 Trustee”) as trustee. The purpose of the 2007 Trust is to administer shares contributed by us to the 2007 Trust from time to time in connection with providing equity compensation benefits under The Global Sources Equity Compensation (2007) Master Plan described below (“ECP 2007 Master Plan”). As of April 30, 2011, the 2007 Trustee does not hold any of our common shares in the 2007 Trust, but the 2007 Trustee holds 42,219 already vested common shares under the ECP 2007 Master Plan which are held in trust by the 2007 Trustee for various grantees who have elected to utilize the trust services of the 2007 Trustee for such purpose. In exercising its powers under the 2007 Trust, the 2007 Trustee may be directed by a plan committee to be constituted and appointed by us. The plan committee (“ECP 2007 Plan Committee”) was constituted and appointed by the Board of Directors on February 15, 2007.





Global Sources Equity Compensation Plans Numbers I, II and III





In March 2000, we adopted the Global Sources Equity Compensation Plans (“ECP”) Numbers I, II and III.  Employees, directors, consultants, advisors and independent contractors of ours, our subsidiaries or affiliates are eligible to receive option grants under ECP I. Employees, directors and consultants of ours, our subsidiaries or affiliates are eligible to receive grants under ECP II and III. Options granted under ECP I and II will be exercisable, and coupons granted under ECP III will be redeemable, for our shares held by the Trust.





ECPs I, II and III are administered by the trustee subject to the directions of the plan committee of one of our wholly-owned subsidiaries. The plan committee determines who will receive, and the terms of, the options under ECP I and II. The exercise price of these options may be below the fair market value of our shares.  Under ECP I, payment for shares being purchased upon exercise of an option may be made in the manner determined by us at the time of grant. Under ECP II, optionees may pay for common shares purchased upon exercise of options by check to the Trust. Under ECP II, the number of common shares that optionees may purchase is based on the number of years they have been employed by, or have been working with us, our subsidiaries or our affiliates.





Under ECP III, outstanding coupons are redeemable for a defined amount of compensation payable in our common shares, which will be transferred from the Trust to the coupon holders. The number of shares will be determined by dividing the amount of compensation awarded by an amount determined by the plan committee. Under each of ECPs I and III, the maximum number of shares that may be issued to any individual in any calendar year may not exceed 25% of the total shares available under such plan.





On each of the first three annual anniversaries of the listing of our common shares on a securities exchange, the trustee will release one-third of the common shares purchased by an optionee, under ECP II, and one-third of the shares granted to each coupon holder, under ECP III, if such optionee or holder, as the case may be, is still employed with us on these dates. Under ECP II, the consideration paid for any common shares purchased by an optionee fired for cause or who becomes an employee of one of our competitors, but not yet released by the trustee, will be returned to the optionee by the Trust and the right to receive these shares will be forfeited and revert back to the trustee. Under ECP III, common shares allotted by, but not yet released by the trustee, to an employee who is subsequently fired for cause or who becomes an employee of one of our competitors, are forfeited and revert back to the trustee for future use. Options are not transferable under ECPs I and II and coupons are not transferable under ECP III.





Under ECPs I and II, all options held by an optionee terminate on the date of that optionee’s termination for cause or resignation.  Death, disability or retirement does not affect an optionee’s right to exercise an option.





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All outstanding options are adjusted to preserve the optionee’s benefits under ECPs I and II and all outstanding common shares are adjusted to preserve the interests of the holders of these common shares under ECP III if there is a change in the number of our outstanding common shares or an exchange for securities of a successor entity as a result of our: (i) reorganization; (ii) recapitalization; (iii) stock dividend; or (iv) stock split.





If a person or group of persons acting together becomes the beneficial owner of at least 50% of our issued and outstanding common shares, by tender offer or otherwise, all unexercised options under ECPs I and II become immediately exercisable and all optionees will be entitled to sell to the trustee all unexercised options at a price equal to the greater of fair market value or the tender offer price.





If ECPs I, II and III terminate, all optionees will be entitled to sell to the trustee all unexercised options at a price equal to the difference between the fair market value of the common shares and the aggregate exercise price of the options under ECPs I and II, and securities and any cash held by the trustee shall be distributed in equal shares to people who received coupons under ECP III, upon our: (i) dissolution or liquidation; (ii) reorganization, merger or consolidation; or (iii) sale of our business. None of these events occurred, and ECPs I, II and III terminated in February 2010.





The non-cash compensation expense associated with the awards under ECP II and ECP III of approximately $2,567,000 and $2,148,000, respectively, were recognized ratably over the three-year vesting term of the respective awards. There were no outstanding unvested awards under ECP I, II and III as of and subsequent to December 31, 2003.





Global Sources Equity Compensation Plans Numbers IV and V





Eligible employees, directors, consultants, advisors and independent contractors under ECP IV are awarded a defined amount of compensation payable in Global Sources Ltd. common shares, the number of which are determined by the plan committee periodically.





Entitlement of the employees, directors, consultants, advisors and independent contractors to these common shares is subject to employment and vesting terms.





Eligible employees, directors, consultants, advisors and independent contractors under ECP V were awarded a one-time grant of shares, the number of which were determined by the plan committee.





Entitlement of the employees, directors, consultants, advisors and independent contractors to these common shares is subject to employment or continued services and vesting terms.





The Equity Compensation Plan committee first approved the awards of common shares under ECP IV in January 2001 and approved additional awards of common shares under ECP IV on various dates during the year 2001. The Equity Compensation Plan committee first approved the awards of common shares under ECP V in January 2001 and approved additional awards of common shares under ECP V on various subsequent dates.





The non-cash compensation expenses associated with the above awards under ECP IV and ECP V of approximately $2,981,000 and $3,427,000, respectively, are recognized over the five-year vesting term of the respective awards.





Global Sources Equity Compensation Plan VI





Eligible employees, directors, consultants, advisors and independent contractors under ECP VI are awarded, after their resignation or retirement from their respective services, a one-time grant of our common shares, the number of which are determined by the plan committee.





Entitlement of the employees, directors, consultants, advisors and independent contractors to these common shares, is subject to non-compete and vesting terms. There is no forfeiture provision other than pursuant to the non-compete terms.





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The Equity Compensation Plan committee approved ECP VI on March 13, 2001 and first approved the awards of common shares under ECP VI in May 2001. The Equity Compensation Plan Committee approved additional awards of common shares under ECP VI on various subsequent dates.





The Company recognizes the intangible asset relating to the non-compete provisions of each of the above awards at fair value of the respective award. The intangible asset is amortized over the non-compete period on a straight-line basis.





During the year ended December 31, 2010, the Company recorded an expense of approximately $13,000 relating to amortization of intangible assets associated with the awards under ECP VI.





Global Sources Equity Compensation Plan VII





Eligible employees, directors, consultants, advisors and independent contractors under ECP VII are awarded a grant of a defined number of our common shares, the number of which are determined by the plan committee periodically.





Entitlement of the employees, directors, consultants, advisors and independent contractors to these common shares is subject to employment and vesting terms.





The Equity Compensation Plan committee first approved the awards of common shares under ECP VII in January 2002 and approved additional awards of common shares under ECP VII on various subsequent dates.


The non-cash compensation expenses associated with the above awards under ECP VII of approximately $11,822,000 are recognized over the six-year vesting term of the respective awards.





The Global Sources Equity Compensation (2007) Master Plan





The ECP 2007 Master Plan was approved by our shareholders on May 8, 2006. The ECP 2007 Master Plan commenced with effect on January 1, 2007 and, unless terminated earlier by our Board of Directors, will expire on December 31, 2012. Our employees, directors and consultants and the employees, directors and consultants of our subsidiaries and of our and our subsidiaries’ independent contractors (“Team Members”), are eligible to be awarded grants of our common shares under the ECP 2007 Master Plan. The grantees and the number of shares to be awarded, and the vesting rules and other terms and conditions, are to be as determined by the ECP 2007 Plan Committee, who are authorized under the ECP 2007 Master Plan to issue supplementary or subsidiary documents to set out and evidence such vesting rules and other terms and conditions. The total number of shares to be issued under the ECP 2007 Master Plan is subject to a limit of 3,000,000 common shares.





On November 7, 2006, we filed a Form S-8 Registration Statement under the Securities Act of 1933, with the U.S. Securities and Exchange Commission (the “SEC”), for up to 3,000,000 common shares to be issued under the ECP 2007 Master Plan.





On March 6, 2007, the Plan Committee approved and issued “The Global Sources Share Grant Award Plan” as a supplementary or subsidiary document to the ECP 2007 Master Plan. Under the plan, the ECP 2007 Plan Committee is to determine who amongst eligible Team Members will be granted awards of shares and the number of shares to be awarded to them, and to determine the vesting schedule for such awards. The plan commenced with effect on March 6, 2007, and will terminate upon the expiration or termination of the ECP 2007 Master Plan, or upon the liquidation of the Company, or upon termination by the ECP 2007 Plan Committee, whichever is the earliest to occur.





The ECP 2007 Plan Committee approved awards of common shares under the plan on various dates. The non-cash compensation expenses as of December 31, 2010, associated with the above awards under the plan of approximately $12,509,000 are recognized over the six-year vesting term of the award.





On March 6, 2007, the Plan Committee approved and issued “The Global Sources Retention Share Grant Plan” as a supplementary or subsidiary document to the ECP 2007 Master Plan. Persons eligible to receive grants under the plan are persons who have been Team Members for at least five years, who retire “in good standing” (as determined by the ECP 2007 Plan Committee), and who would otherwise have their unvested  shares (under any applicable equity compensation plans) forfeited upon retirement. The ECP 2007 Plan Committee is to





-53-





determine who amongst eligible persons will be granted awards of common shares. The number of common shares to be awarded to such grantees are calculated according to a formula defined in the plan, and will vest in equal installments over a period of five years after retirement, subject to certain non-compete terms and the grantees remaining “in good standing”. There is no forfeiture provision other than pursuant to terms relating to non-compete being “in good standing”, not doing anything prejudicial to the company or other reasons as determined by the ECP 2007 Plan Committee. The plan commenced with effect on March 6, 2007, and will terminate upon the expiration or termination of the ECP 2007 Master Plan, or upon the liquidation of the Company, or upon termination by the ECP 2007 Plan Committee, whichever is the earliest to occur. The ECP 2007 Plan Committee approved awards of common shares under the plan on various dates. The Company recognizes intangible asset relating to the non-compete provisions of each of the above awards at the fair value of the respective award. The intangible asset is amortized over the non-compete period on a straight-line basis.





During the year ended December 31, 2010, the Company recorded an expense related to amortization of intangible assets of approximately of $545,000 associated with the awards under The Global Sources Retention Share Grant Plan.





On April 24, 2009, the Plan Committee approved and issued “The Global Sources Directors Share Grant Award Plan” as a supplementary or subsidiary document to the ECP 2007 Master Plan. Persons eligible to receive grants under the plan are directors of the Company. Under the plan, the ECP 2007 Plan Committee is to determine who amongst the directors of the Company will be granted awards of shares and the number of shares to be awarded to them. Any shares awarded will not vest immediately, but only at the end of four years after such effective date as may be specified by the Plan Committee (or in accordance with such other vesting schedule as may be determined by the Plan Committee). The plan commenced with effect on April 24, 2009, and will terminate upon the expiration or termination of the ECP 2007 Master Plan, or upon the liquidation of the Company, or upon termination by the ECP 2007 Plan Committee, whichever is the earliest to occur. The ECP 2007 Plan Committee first approved an award under the plan in June 2009, and approved subsequent awards under the plan in 2010 and 2011. The non-cash compensation expenses as of December 31, 2010, associated with the above awards under the plan of approximately $299,000 are recognized over the four-year vesting term of the award.





Directors Purchase Plan





A 2000 Non-Employee Directors Share Option Plan was approved on October 26, 2000 by the shareholders of the Company. Each eligible Director was entitled to an option to purchase up to 20,000 common shares at a price established at year end.





Each option was exercisable before the end of each February following the year-end at which the option price was established. The non-employee Directors had the right to decline all or part of the award, which was non-transferable.





For grants attributable to the year 2001, the option price was 15% less than the average closing price of the shares for the last 5 trading days of the previous calendar year. The award vested over four years, with one-quarter of the shares vesting each year. Full payment was required upon exercising the option. Upon resignation of an eligible Director, all unvested shares would be forfeited and the option price received for the forfeited unvested shares would be refunded.





On November 1, 2001, the terms of the plan for prospective grants were amended to require only 15% of the exercise price to be paid upon the exercise date and to provide that the resignation of a director following his or her exercise of the grant of options and payment of the option price would no longer result in a forfeiture of the subscribed shares. The exercise price was the average closing price of the shares for the last five trading days of the previous calendar year. The balance of 85% must be paid on or before the end of the holding period, which was four years. The ownership of the awards would transfer after four years.





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On February 27, 2002, the terms of the plan for prospective grants were amended to require only 10% of the exercise price to be paid upon the exercise date. The balance of 90% must be paid on or before the end of the holding period.





On May 8, 2003, the Company’s shareholders approved amendments to the 2000 Non-Employee Directors Share Option Plan to allow both employee and non-employee Directors to participate prospectively in the plan. The plan was renamed as the Directors Purchase Plan by the Board of Directors on August 14, 2003. Directors purchasing the shares under the plan would pay 10% of the purchase price, which was the average closing price of the shares for the last five trading days of the previous calendar year, on or before the 28th day of February of the relevant year, with the balance of 90% payable by the end of the four year period from that day and the shares would be issued thereafter. The resignation of a Director following his or her purchase of the shares and payment of the 10% initial installment would not cause a forfeiture of the purchased shares; however, failure to pay the 90% balance of the purchase price before the end of the holding period would result in the 10% deposit being forfeited and all rights under the purchase plan and the issuance of shares would automatically lapse and expire and the shares would not be issued.





At the Board of Directors’ meeting on 4 and 5 November 2005, the Board of Directors adopted the “Directors Purchase Plan (as of 5 November 2005)”, which consolidated earlier forms of the Directors Purchase Plan and previous shareholders’ and Board of Directors’ approvals and resolutions pertaining thereto.





On November 7, 2006, the Company filed a Form S-8 Registration Statement under the Securities Act of 1933, with the SEC, for up to 530,000 common shares to be issued under the Directors Purchase Plan (as of 5 November 2005).





By a written resolution of the Board of Directors dated April 24, 2009, the Company’s Directors confirmed that they had all agreed that no purchase rights under the Directors Purchase Plan (as of 5 November 2005) would be granted and/or exercisable in the calendar years 2009 and 2010.





At the Company’s annual general meeting held on June 24, 2009, the Company’s shareholders approved the adoption of the “Directors Purchase Plan (updated effective as of January 1, 2009)”, which updated the Directors Purchase Plan (as of 5 November 2005), so as to provide that if an eligible director passes away and at the time of his or her death has not paid the entire purchase price of previously exercised purchase rights, then the remaining balance of the purchase price must be paid by his or her estate within 6 months of his or her death; otherwise, the previously exercised purchase rights will automatically expire and lapse, no shares will be issued, and any deposits previously paid with respect to the exercised purchase rights will be refunded to the estate. In addition, the Directors Purchase Plan (updated effective as of January 1, 2009) also clarifies that any amendments or updates made to the plan may be made applicable retroactively with the approval or consent of affected purchase rights holders or eligible directors under the plan.





During the year ended December 31, 2009, the Company refunded $134,026 to a deceased director’s estate as the previously exercised purchase rights had expired and lapsed.





The Directors Purchase Plan (updated effective as of January 1, 2009) terminated on August 4, 2010.





All the monies received under the Director Purchase Plan are credited to other reserves upon receipt. Upon issuance of shares under the plan, the par value of the issued shares is transferred from other reserves to common share capital.










ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS





Major Shareholders





The following table sets forth information about those persons who hold more than 5% of our outstanding common shares and the share ownership of our directors and officers as of April 30, 2011. The information is based upon our knowledge of the share ownership of such persons on April 30, 2011.




-55-





Based upon the information in Amendment No. 5 to the Schedule 13D filed with the SEC on December 3, 2009, Hung Lay Si Co. Ltd. (“Hung Lay Si”) is a company organized under the laws of the Cayman Islands. It is wholly owned by the Quan Gung 1986 Trust (the “1986 Trust”), a trust formed under the laws of the Island of Jersey. The trustee of the 1986 Trust is Hill Street Trustees Limited, an Island of Jersey limited liability company whose shares are wholly owned by RBC Trust Company (International) Limited (“RBCTCL”), a company organized under the laws of the Island of Jersey. RBCTCL is wholly owned by RBC Holdings (Channel Islands) Limited (“RBCHL”), a company organized under the laws of the Island of Guernsey. Prior to February 27, 2009, Hill Street Trustees Limited was wholly owned by the partners of the Mourant Group, which is a firm based in the Island of Jersey that provides trust administrative services. Each of the 1986 Trust, Hung Lay Si, Hill Street Trustees Limited, RBCTCL and RBCHL may be deemed to have been a beneficial owner of our common shares that were directly owned by Hung Lay Si under applicable SEC rules and regulations.





Based on the information in Amendment No. 7 to the Schedule 13D filed with the SEC on April 22, 2011, during the period from January 19, 2011 through April 15, 2011, Hung Lay Si transferred all of the common shares owned by it to four separate unaffiliated entities. Prior thereto, Mr. Hinrichs repaid in full a debt that was owing to Hung Lay Si and upon such payment Hung Lay Si's shared dispositive power over the common shares owned by Mr. Hinrichs ceased. As a result Mr. Hinrich owns the common shares free and clear and as of April 15, 2011, Hung Lay Si does not have sole or shared voting or dispositive power over any common shares.





Common Shares Beneficially OwnedName of Beneficial Owner

Shares


Percentage **Merle Allan Hinrichs


14,980,274



44.40
%Spenser Au


*



*Connie Lai


*



*Peter Zapf


*



*Bill Georgiou


*



*Sarah Benecke


*



*Eddie Heng Teng Hua


*



*David F Jones


*



*Roderick E Chalmers


*



*James A Watkins


*



*Robert Gene Lees ***


*



*All officers and directors as a group (11 persons ***)


15,379,753



45.60
%


______________________





*              Indicates beneficial ownership of less than 1%.





**
The percentage figures are calculated based on our total outstanding common shares (and do not take into account that portion of our total issued common shares which are held as treasury shares).





***
Mr. Lees was a director prior to our annual general meeting of shareholders on June 22, 2011. However, at that annual general meeting, Mr. Lees retired as a director by rotation and did not offer himself for re-election, and Mr. Yam was elected as a director to fill the vacancy resulting from Mr. Lees’ retirement. Accordingly, as at April 30, 2011, Mr. Lees was still a director and Mr. Yam was not yet a director, but following that annual general meeting and as at the date of this Annual Report, Mr. Lees is no longer a director and Mr. Yam is now a director.





As of April 30, 2011, we believe that approximately 11,340,341 of our shares or approximately 33.6% of our total outstanding common shares were beneficially owned by U.S. holders and there were 655 shareholders of record in the U.S. (excluding any U.S. holders who may be holding our shares through brokerage firms).





-56-





Mr. Merle Allan Hinrichs, our Chairman and Chief Executive Officer, beneficially owns approximately 44.4% of our common shares as of April 30, 2011, and is deemed our controlling shareholder.





Our major shareholders do not have different voting rights. We do not know of any arrangement which may at a subsequent date result in a change in control of our company.





Related Party Transactions





In 2010, we leased approximately 83,739 square feet of our office facilities from companies related to Hung Lay Si Co., Ltd, one of our former major shareholders, under cancelable and non-cancelable operating leases and incur building maintenance services fees to those affiliated companies. We incurred rental, building services expenses and reimbursement of membership fees for use of club memberships of $1,408,449 during the year ended December 31, 2010. We also receive investment consultancy services from our affiliated companies. The expenses incurred for these services during the year ended December 31, 2010 totaled $50,000.





We believe these transactions are commercially reasonable in the jurisdictions where we operate and for our employees where they reside or work.







ITEM 8.                  FINANCIAL INFORMATION









GLOBAL SOURCES LTD. AND SUBSIDIARIES


CONSOLIDATED FINANCIAL STATEMENTS


For the year ended December 31, 2010








Contents







PageReport of Independent Registered Public Accounting Firm
58Consolidated Income Statements
59Consolidated Statements of Comprehensive Income
60Consolidated Balance Sheets
61Consolidated Statements of Changes in Equity
62Consolidated Statements of Cash Flows
63Notes to the Consolidated Financial Statements
64-109


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Shareholders





In our opinion, the accompanying consolidated balance sheets and the related consolidated income statements and statements of comprehensive income, cash flows and changes in equity present fairly, in all material respects, the financial position of Global Sources Ltd. (the “Company”) and its subsidiaries at December 31, 2010, December 31, 2009 and January 1, 2009 and the results of their operations and their cash flows for each of the years ended December 31, 2010 and December 31, 2009 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.





Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.  Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included 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.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.





A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.








/s/ PricewaterhouseCoopers LLP


Singapore


April 18, 2011










-58-


GLOBAL SOURCES LTD. AND SUBSIDIARIES


CONSOLIDATED INCOME STATEMENTS




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









Year ended December 31,2010


2009RevenueOnline and other media services

$
122,203


$
113,775Exhibitions


69,450



55,147Miscellaneous


4,996



3,985196,649



172,907Operating Expenses:Sales


71,923



63,740Event production


21,875



18,385Community and content


31,923



34,524General and administrative


33,463



30,045Information and technology


11,839



11,784Total Operating Expenses


171,023



158,478Profit from Operations


25,626



14,429Interest income


510



981Gain on sale of available-for-sale securities


1,223



-Profit before income taxes


27,359



15,410Income tax expense


(1,117
)


(498
)Net profit


26,242



14,912Net profit attributable to non-controlling interests


(991
)


(618
)Net profit attributable to the Company’s shareholders

$
25,251


$
14,294Basic net profit per share attributable to the Company’s shareholders

$
0.63


$
0.32Shares used in basic net profit per share calculations


40,283,874



44,546,226Diluted net profit per share attributable to the Company’s shareholders

$
0.61


$
0.31Shares used in diluted net profit per share calculations


41,693,616



45,751,437












































The notes on pages 64 to 109 are an integral part of these consolidated financial statements.




-59-


GLOBAL SOURCES LTD. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME




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




Year ended December 31,2010


2009Net profit

$
26,242


$
14,912Other comprehensive income:Currency translation differences arising from consolidation


2,008



72Financial assets, available-for-sale:Fair value gains


328



895Reclassification to income statements on disposal


(1,223
)


-Other comprehensive income for the year, net of tax of $nil


1,113



967Total comprehensive income for the year


27,355



15,879Total comprehensive income attributable to the Company’s shareholders


26,364



15,261Total comprehensive income attributable to non-controlling interests


991



618Total comprehensive income for the year

$
27,355


$
15,879
















































































The notes on pages 64 to 109 are an integral part of these consolidated financial statements.


-60-


GLOBAL SOURCES LTD. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS




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




As at December 31,
As at January 1,2010


2009

2009ASSETSCurrent assetsCash and cash equivalents

$
101,298


$
91,553


$
70,225Term deposits with banks


1,411



60,357



-Financial assets, available-for-sale


-



6,423



60,786Accounts receivables


3,919



3,438



6,025Receivables from sales representatives


8,248



5,607



5,574Inventories


435



600



1,306Prepaid expenses and other current assets


20,269



13,603



16,513135,580



181,581



160,429Non-current assetsProperty and equipment


76,514



77,815



82,657Intangible assets


10,449



9,972



-Long term investment


100



100



100Deferred income tax assets


504



458



305Other non-current assets


2,556



1,667



1,56190,123



90,012



84,623Total assets

$
225,703


$
271,593


$
245,052LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent liabilitiesAccounts payable

$
9,600


$
10,901


$
10,117Deferred income and customer prepayments


90,617



72,984



71,173Accrued liabilities


14,269



11,585



11,579Income tax liabilities


650



435



261115,136



95,905



93,130Non-current liabilitiesDeferred income and customer prepayments


6,710



2,516



3,044Deferred income tax liabilities


1,397



1,591



2728,107



4,107



3,316Total liabilities


123,243



100,012



96,446Equity attributable to Company’s shareholdersCommon shares


516



514



514Treasury shares


(150,089
)


(50,000
)


(50,000
)Other reserves


146,691



141,627



136,237Retained earnings


97,177



71,926



57,632Total Company shareholders’ equity


94,295



164,067



144,383Non-controlling interests


8,165



7,514



4,223Total equity

$
102,460


$
171,581


$
148,606Total liabilities and equity

$
225,703


$
271,593


$
245,052















The notes on pages 64 to 109 are an integral part of these consolidated financial statements.


-61-


GLOBAL SOURCES LTD. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY





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







Attributable to Company’s ShareholdersCommon


Treasury


Other


Retained





Non-controlling


Totalshares


shares


reserves


earnings


Total


interests


equityBalance at January 1, 2009

$
514


$
(50,000
)

$
136,237


$
57,632


$
144,383


$
4,223


$
148,606Total comprehensive income for the year


-



-



967



14,294



15,261



618



15,879Transaction with owners:Fair value of non-controlling interest in business acquisition (note 28)


-



-



-



-



-



2,673



2,673Fair value of non-cash compensation expense (note 23)


-



-



1,748



-



1,748



-



1,748Refund of shares subscription received in advance under directors purchase plan


-



-



(134
)


-



(134
)


-



(134
)Capitalization of intangible assets relating to non-compete clause in share awards to non-employees


-



-



2,809



-



2,809



-



2,809Balance at December 31, 2009

$
514


$
(50,000
)

$
141,627


$
71,926


$
164,067


$
7,514


$
171,581Total comprehensive income for the year


-



-



1,113



25,251



26,364



991



27,355Transaction with owners:Dividend issued by a subsidiary to non-controlling interest


-



-



-



-



-



(340
)


(340
)Fair value of non-cash compensation expense (note 23)


-



-



2,187



-



2,187



-



2,187Capitalization of intangible assets relating to non-compete clause in share awards to non-employees


-



-



1,766



-



1,766



-



1,766Purchase of treasury shares


-



(100,089
)


-



-



(100,089
)


-



(100,089
)Issue of new shares


2



-



(2
)


-



-



-



-Balance at December 31, 2010

$
516


$
(150,089
)

$
146,691


$
97,177


$
94,295


$
8,165


$
102,460





















































The notes on pages 64 to 109 are an integral part of these consolidated financial statements.





-62-





GLOBAL SOURCES LTD. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS





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







Year ended December 31,2010


2009Cash flows from operating activitiesProfit after income taxes

$
26,242


$
14,912Adjustments forIncome tax expense


1,117



498Depreciation and amortization


6,668



7,345Profit on sale of equipment


(22
)


(13
)Gain on sale of available-for-sale financial assets


(1,223
)


-Interest income


(510
)


(981
)Provision for impairment of receivables


502



146Non-cash compensation expense


2,187



1,748Equipment written off


1



6Net foreign exchange differences


235



65Changes in working capital (excluding the effects of acquisition and exchange differences on consolidation):Accounts receivable


(982
)


2,441Receivables from sales representatives


(2,644
)


(31
)Inventories


165



706Prepaid expenses and other current assets


(6,607
)


2,949Other non-current assets


(877
)


(98
)Accounts payable


(634
)


(126
)Accrued liabilities


2,632



(64
)Deferred income and customer prepayments


21,810



841Cash generated from operations


48,060



30,344Income tax paid


(1,141
)


(609
)Net cash generated from operating activities


46,919



29,735Cash flows from investing activitiesAcquisition of subsidiary, net of cash acquired


(756
)


(2,816
)Purchase of property and equipment


(2,518
)


(1,376
)Proceeds from sale of equipment


23



65Placement of term deposits with banks


(1,869
)


(90,399
)Proceeds from matured term deposits with banks


60,219



30,699Proceeds from sale of available-for-sale financial assets


6,751



55,258Interest received


1,153



324Net cash generated from (used in) investing activities


63,003



(8,245
)Cash flows from financing activitiesRepayment of shares subscription received in advance


-



(134
)Dividend paid to non-controlling interest


(340
)


-Purchase of treasury shares


(100,089
)


-Net cash used in financing activities


(100,429
)


(134
)Net increase in cash and cash equivalents


9,493



21,356Cash and cash equivalents, beginning of the year


91,553



70,225Effect of exchange rate changes on cash and cash equivalents


252



(28
)Cash and cash equivalents, end of the year

$
101,298


$
91,553










The notes on pages 64 to 109 are an integral part of these consolidated financial statements.





-63-
 GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


1.           General information





Global Sources Ltd. (the “Company”) and its subsidiaries (together “Group”)’s principal business is to provide services that allow global buyers to identify suppliers and products, and enable suppliers to market their products to a large number of buyers. The Group’s primary online service is creating and hosting marketing websites that present suppliers’ product and company information in a consistent, easily searchable manner on Global Sources Online.  Complementing this service are various trade magazines. The Group launched China Sourcing Fairs exhibitions in 2003. These exhibitions offer international buyers direct access to China and other Asian manufacturers. The Group’s businesses are conducted primarily through Trade Media Limited, its wholly owned subsidiary, which was incorporated in October 1984 under the laws of Cayman Islands.  Through certain other wholly owned subsidiaries, the Group also organizes China Sourcing Fairs exhibitions, conferences and exhibitions on technology related issues, licenses Asian Sources/Global Sources Online and catalog services.





The Company was incorporated in Bermuda. The Company’s registered office address is Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda.





These financial statements were authorized for issue by the executive committee of the Board of Directors on April 18, 2011.





2.           Summary of significant accounting policies





The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.  These policies have been consistently applied to all the years presented, unless otherwise stated.





2.1           Basis of preparation





The consolidated financial statements of Global Sources Ltd. have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations as issued by the International Accounting Standards Board (“IASB”).  These are the Group’s first consolidated financial statements prepared in accordance with IFRSs and IFRS 1, “First Time Adoption of International Financial Reporting Standards”, has been applied.





The Group has adopted all issued IFRS standards and the adoption was carried out in accordance with IFRS 1.  For all periods up to and including the year ended December 31, 2009, the Group prepared its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) or “Previous GAAP”, as defined in IFRS 1.  Until the adoption of IFRS, the Group’s financial statements that were included in its reports filed with or furnished to the U.S. Securities and Exchange Commission were prepared in accordance with U.S. GAAP.





An explanation of how the transition to IFRS has affected the Group’s financial position, financial performance and cash flow is detailed in note 3.





The consolidated financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.





The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 5.  Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.




-64-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





2.2           Consolidation





The consolidated financial statements comprise the financial statements of the Company and its majority owned or otherwise controlled subsidiaries.





(a)           Subsidiaries





Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights.  The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.  Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. All significant inter-company transactions and balances are eliminated on consolidation.  Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.





The Group uses the acquisition method of accounting to account for business combinations.  The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group.  The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement.  Acquisition-related costs are expensed as incurred.  Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.  On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.





The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill.  If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the consolidated income statement.





Investments in subsidiaries are accounted for at cost less impairment by the Company.  Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments.  Cost also includes direct attributable costs of investment.





(b)           Transactions with non-controlling interests





The Group treats transactions with non-controlling interests as transactions with equity owners of the Group.  For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity.  Gains or losses on disposals to non-controlling interests are also recorded in equity.





When the Group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognized in the income statement.





2.3           Segment reporting





The Group identifies its operating segments based on business activities, management responsibility and geographic location.  The Group has determined the reportable segments based on the business activities whose operating results are reviewed by the Group’s chief operating decision maker, which is the Company’s Board of Directors to assess their performance and to make decisions about resources to be allocated to each segment.




-65-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





2.4           Foreign currency translation





(a)           Functional and presentation currency





Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’).The Company’s functional currency is USD. The consolidated financial statements are presented in United States dollar (“$” or “USD”), which is the Group’s presentation currency.





(b)           Transactions and balances





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 translated using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions and translation of foreign currency denominated accounts are recognized in the income statement.





Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.





(c)           Group companies





The financial statements of the subsidiaries reported in their respective local currencies are translated into U.S. dollars for consolidation as follows:


(i)
assets and liabilities at the closing exchange rate as of the balance sheet date,


(ii)
shareholders’ equity at the historical rates of exchange,


(iii)
income and expense amounts at the average monthly exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions),


(iv)
all resulting translation differences are recorded in other comprehensive income and accumulated in “currency translation reserve” within equity.




Goodwill and fair value adjustments arising on the acquisition of foreign operations after the date of transition to IFRS are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.







2.5           Property and equipment





Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses (note 2.7). Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.  Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.  The carrying amount of the replaced part is derecognized.  All other repairs and maintenance are charged to the consolidated income statement during the year in which they are incurred.




-66-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





Depreciation on property and equipment is calculated to depreciate their cost on a straight-line basis over their estimated useful lives as follows:







Buildings

Over the remaining lease period or 50 years whichever is shorterLeasehold improvements

5 yearsComputer equipment and software

3 yearsFixtures, fittings and office equipment

5 yearsReusable trade show booths

2 yearsMotor vehicles

5 years







No depreciation was recognized for capital work-in-progress.





The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated income statement.





2.6           Intangible assets





(a)           Goodwill





Goodwill on acquisition of subsidiaries on or after the date of transition to IFRS represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets acquired.  Goodwill on acquisitions of subsidiaries is included in “intangible assets”.  Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.  Impairment losses on goodwill are not reversed.  Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.





Goodwill is allocated to cash-generating units (CGU) for the purpose of impairment testing.  The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.





(b)           Trademarks





Trademarks acquired in a business combination are recognized at fair value at the acquisition date.  Trademarks have a finite useful life and are carried at cost less accumulated amortization.  Amortization is calculated using the straight-line method to allocate the cost of trademarks over their estimated useful lives of 14 years.





(c)           Contractual backlog and others





Contractual backlog and others acquired in a business combination mainly relates to customer relationships which are recognized at fair value at the acquisition date.  The contractual customer relationships have a finite useful life and are carried at cost less accumulated amortization.  Amortization is calculated using the straight-line method over the expected life of the customer relationship of 9 months.




-67-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





(d)           Non-compete agreements





Intangible assets relating to non-compete agreements with the Group’s former employees and  consultants and to the former employees of third party service providers (collectively known as “Team Members”), are recorded at fair values at the date the respective agreements are entered into and are carried at cost less accumulated amortization.  Amortization is calculated using a straight-line basis over the non-compete period of 5 years.  The fair values are estimated based on the cash flow valuation model whereby valuation inputs include an estimate of future cash flows expected to be generated by the asset (note 2.14 (b)).





2.7           Impairment of non-financial assets





Assets that have an indefinite useful life – for example, goodwill are not subject to amortization and are tested annually for impairment.  Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.  The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.  For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).  Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.





2.8           Financial assets





2.8.1           Classification





The Group classifies its financial assets in the following categories: loans and receivables, and available-for-sale.  The classification depends on the purpose for which the financial assets were acquired.  Management determines the classification of its financial assets at initial recognition.





(a)           Loans and receivables





Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets.  The Group’s loans and receivables comprise “accounts receivable”, “receivables from sales representatives”, “term deposits with banks”, “cash and cash equivalents” and assets other than “ prepaid expenses”, “deferred expenses” and “club memberships” included in the “prepaid expenses and other current assets” and “other non-current assets” in the balance sheet.





(b)           Available-for-sale financial assets





Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.  They are included in current assets unless the investment matures or management intends to dispose of it more than 12 months of the end of the reporting period.





2.8.2           Recognition and measurement





Regular purchases and sales of financial assets are recognized on the trade-date – the date on which the Group commits to purchase or sell the asset.  Investments are initially recognized at fair value plus transaction costs.  Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.  Available-for-sale financial assets are subsequently carried at fair value.  Loans and receivables are subsequently carried at amortized cost using the effective interest method, less provision for impairment.  A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables (note 2.8.3).




-68-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





Changes in the fair value of available-for-sale securities are recognized in other comprehensive income and accumulated in “fair value reserve” within equity.





When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognized in equity are included in the consolidated income statement.





Interest on available-for-sale securities calculated using the effective interest method is recognized in the income statement.





Investment in equity instruments that do not have a quoted market price in an active market and whose fair values cannot be reliably measured are measured at cost less provision for impairment in value.





2.8.3           Impairment of financial assets





The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired.  A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.





The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:


·
significant financial difficulty of the issuer or obligor;


·
a breach of contract, such as a default or delinquency in interest or principal payments;


·
the Group, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;


·
it becomes probable that the borrower will enter bankruptcy or other financial reorganization;


·
the disappearance of an active market for that financial asset because of financial difficulties; or


·
observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio.





For loans and receivables, the Group estimates the collectability of the trade receivables based on the analysis of trade receivables, historical bad debts, customer credit-worthiness and current economic trends and maintains adequate impairment allowance.  The amount of the allowance is the difference between the receivables’ carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.  The carrying amount of the receivables is reduced through the use of an allowance account, and the amount of the loss is recognized in the consolidated income statement.  When an amount of receivables is uncollectible, it is written off against the allowance account for receivables.  Subsequent recoveries of amounts previously written off are credited to the consolidated income statement.





In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired.  If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss – is removed from equity and recognized in the consolidated income statement.  Impairment losses recognized in the consolidated income statement on equity instruments are not reversed through the consolidated income statement.  If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in the income statement, the impairment loss is reversed through the consolidated income statement.




-69-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





2.9           Inventories





Inventories are stated at the lower of cost and net realizable value.  Cost is determined on the first-in, first-out basis.  Cost includes the purchase cost and the delivery costs incurred in bringing the inventory to the warehouse.  Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.





2.10           Cash and cash equivalents





In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with insignificant risk of change in value.





2.11           Share capital





Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.





Where any group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued.  Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.





2.12           Current and deferred income tax





The tax expense for the period comprises current and deferred tax.  Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity.  In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.





The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company’s subsidiaries operate and generate taxable income.  Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.  It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.





Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.  However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.  Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.




-70-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.





Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.





Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.





2.13           Employee benefits





(a)           Retirement contribution plans





Group companies operate a number of retirement contribution plans.  The Group pays contributions to privately administered retirement contribution plans or government authorities on a mandatory, contractual or voluntary basis based on a percentage of each eligible employee’s salary.  Employees working in a jurisdiction where there is no statutory provision for retirement contributions are covered by the Company’s plans.  Once the contributions have been paid, the Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.  The contributions are recognized as employee benefit expense when they are due.





2.14           Non-cash compensation expenses





(a)           Share grants to employees and non-employees





The Company operates a number of equity-settled compensation plans, under which the Company receives services from employees and non-employees as consideration for equity instruments of the Company.  The Group’s employee and non-employee equity compensation plans are share grants without any exercise price or exercise period.  Therefore, the fair value of the share grants at the date of grant approximates the intrinsic value.  The fair value of the employee or non-employee services received in exchange for the grant of the shares is recognized as an expense in the income statement with a corresponding increase in “capital reserve” within equity.





Non-market vesting conditions are included in assumptions about the number of share grants that are expected to vest.  The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.  At the end of each reporting period, the entity revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions.  It recognizes the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.





The Company made share awards to its directors under The Global Sources Directors Share Grant Award Plan. These awards are share grants without any exercise price or exercise period. Therefore, the fair value of the share grants at the date of grant approximates the intrinsic value. The Company recognizes the compensation costs associated with share awards with cliff vesting to directors on a straight-line basis over the vesting period.




-71-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





(b)           Share grants to team members





The Company issues share grants to former employees and consultants and to the former employees of third party service providers (collectively known as “Team Members”) after they resigned or retired from their respective employment or consultancy service.  Under these plans, the share grants vest over a five-year period on a graded vesting basis, with a percentage of shares vesting each year.  The grantee is subject to the non-compete terms stipulated in the plan.  The Company has the ability to enforce the non-compete agreement by forfeiting the shares if the grantee fails to comply with the non-compete terms.  There is no other vesting condition other than the non-compete terms.





The Company recognizes an intangible asset relating to the non-compete provisions of these awards at the fair value of the respective award.  The intangible asset is amortized over the non-compete period on a straight-line basis (note 2.6 (d)).





2.15           Revenue recognition





The Group derives its revenues from advertising fees in its published trade magazines and websites, sales of trade magazines and reports, fees from licensing its trade and service marks, and organizing exhibitions and business seminars.





Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities.  Revenue is shown net of discounts and after eliminating sales within the Group.  The Group presents the sales taxes imposed on revenue generating transactions on a gross basis in “sales costs”.





The Group recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group’s activities as described below.





Revenues from advertising in trade magazines and websites, net of discounts, are recognized ratably over the period in which the advertisement is displayed.  Revenue from sales of trade magazines and reports is recognized upon delivery of the magazine/report.  Magazine subscriptions received in advance are deferred and recognized as revenue upon delivery of the magazine. Revenue from organizing exhibitions and business seminars is recognized at the conclusion of the event and the related direct event production costs are deferred and recognized as expenses upon conclusion of the event.  When multiple deliverables are contracted under a single arrangement, the Group allocates the total consideration to each unit of accounting based on its relative percentage of the total fair value of all units of accounting included in the arrangement.  Where the Group is unable to determine the fair value of each of the unit in an arrangement, total consideration is allocated by estimating the stand-alone selling price for one performance obligation if a directly observable price exists.





The Group receives royalties from licensing its trade and service marks.  Royalties from license arrangements are earned ratably over the period in which the advertisement is displayed by the licensee. Barter transactions are recorded at the fair value of the merchandise or services received. Where the fair value of the merchandise or services received cannot be measured reliably, the revenue is measured at the fair value of the services rendered.




Interest income is recognized using the effective interest method.




-72-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


2.16           Leases





Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.  The Group leases certain office facilities and exhibition venues under cancelable and non-cancelable operating leases, generally with an option to renew upon expiry of the lease term.  Rentals under operating leases (net of any incentives received from the lessor) are expensed on a straight-line basis over the life of the leases.





2.17           Advertising Expenses





Advertising and promotion expenses are expensed as incurred.





2.18           Transactions with Sales Representatives





The Group utilizes sales representatives in various territories to promote the Group’s products and services.  Under these arrangements, these sales representatives are entitled to commissions as well as marketing fees.  For online and other media services, the commission expense is recognized when the associated revenue is recognized or when the associated accounts receivable are paid, whichever is earlier.  For exhibitions, the commission expense is recognized when the associated revenue is recognized, upon conclusion of the event.





These sales representatives, which are mainly corporate entities, handle collections from clients on behalf of the Group. Included in receivables from these sales representatives are amounts collected on behalf of the Group.





2.19           Accounts payable





Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.





Accounts payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.





2.20           Dividend distribution





Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.








3.           Transition to IFRS





These are the Group’s first consolidated financial statements prepared in accordance with IFRSs.





The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended December 31, 2010, the comparative information presented in these financial statements for the year ended December 31, 2009 and in the preparation of an opening IFRS balance sheet at January 1, 2009 (the Group’s date of transition).




-73-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial statements prepared under U.S. GAAP.  An explanation of how the transition from U.S. GAAP to IFRS has affected the Group’s financial position, financial performance and cash flows is set out in the following tables and notes that accompany the tables.





3.1.           Initial elections upon adoption





Set out below are the applicable IFRS 1 exemptions and exceptions applied in the conversion from U.S. GAAP to IFRS.





1.1           IFRS exemption options





1.1.1           Exemption for business combinations





IFRS 1 provides the option to apply IFRS 3, “Business combinations”, prospectively from the transition date or from a specific date prior to the transition date.  This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date.  The Group elected to apply IFRS 3 prospectively to business combinations occurring after its transition date.  Business combinations occurring prior to the transition date have not been restated.





1.1.2           Exemption for cumulative translation differences





IFRS 1 permits cumulative translation gains and losses to be reset to zero at the transition date.  This provides relief from determining cumulative currency translation differences in accordance with IAS 21, “The effects of changes in foreign exchange rates” from the date a subsidiary or equity method investee was formed or acquired.  The Group elected to reset all cumulative translation gains and losses to zero in opening retained earnings at its transition date.





1.1.3           Non-cash compensation expenses





IFRS 1 provides certain accommodations for applying IFRS 2, “Share-based payment” to equity instruments granted before the date of transition.  In line with the exemption, the Group elected to apply IFRS 2 to unvested equity awards as at January 1, 2009 and all new awards granted after its transition date.  Equity instruments granted on or before November 7, 2002 as well as those equity awards granted after November 7, 2002 but vested before January 1, 2009 have not been restated.





1.2           IFRS mandatory exceptions





Set out below are the applicable mandatory exceptions in IFRS 1 applied in the conversion from U.S. GAAP to IFRS.





1.2.1           Exception for estimates





IFRS estimates as at January 1, 2009 are consistent with the estimates as at the same date made in conformity with U.S. GAAP.





1.2.2           Non-controlling interests





IFRS 1 requires a first time adopter to apply the requirements in IAS 27 in respect of the attribution of total comprehensive income to the owners of the parent and to the non-controlling interests (even if this results in the non-controlling interests having a deficit balance), the accounting for changes in the parent’s ownership





-74-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)




interest in a subsidiary that do not result in a loss of control and the accounting for a loss of control over a subsidiary. These are prospectively applied from the date of transition to IFRS.





3.2.           Reconciliations of U.S. GAAP to IFRS





IFRS 1 requires an entity to reconcile equity, comprehensive income and cash flows for prior periods.  The following tables represent the reconciliations from U.S. GAAP to IFRS for the respective periods:





Reconciliation of total equity as of January 1, 2009 and December 31, 2009:





As at December 31, 2009


As at January 1, 2009Total equity as reported under U.S. GAAP

$
170,973


$
146,143Revenue recognition – Online and other media services


857



2,463Business combination – Fair value of non-controlling interest

(note 28)


(249
)


-Total equity under IFRS

$
171,581


$
148,606








Reconciliation of total comprehensive income for the year ended December 31, 2009:





Year ended

December 31, 2009Total comprehensive income reported under U.S. GAAP

$
17,362Revenue recognition – Online and other media services (note i)


(1,606
)Non-cash compensation expenses


123Total comprehensive income under IFRS

$
15,879





The impact on the total operating, investing or financing cash flows for the year ended December 31, 2009 arising from the Group’s first-time adoption was the reclassification of $324 interest received from operating cash flows to investing cash flows.





Reconciliation of material adjustments to the balance sheet as at January 1, 2009 and December 31, 2009 is as follows:





US GAAP


Effect of transition to IFRS


IFRSAs at 1 January 2009Deferred income and customer prepayments

(note i)

$
(73,636
)

$
2,463


$
(71,173
)Other reserves (U.S. GAAP: Additional paid in capital and accumulated other comprehensive income)

(note ii and iii)

$
(136,147
)

$
(90
)

$
(136,237
)Retained earnings

$
(55,259
)

$
(2,373
)

$
(57,632
)
  -75-
  GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
 As at 31 December 2009Deferred income and customer prepayments

(note i)

$
(73,841
)

$
857


$
(72,984
)Other reserves (U.S. GAAP: Additional paid in capital and accumulated other comprehensive income)

(note ii)

$
(141,327
)

$
(300
)

$
(141,627
)Retained earnings

$
(71,369
)

$
(557
)

$
(71,926
)





The following explains the material adjustments to the balance sheets and the income statements:





(i)           Revenue recognition – online and other media services





Under U.S. GAAP, the online and other media services are accounted for as one unit of accounting as it does not meet the separation criteria under U.S. GAAP. Therefore, the revenue arising from the rendering of online and other media services is taken as a whole and recognized ratably over the period in which the advertisement is displayed.





Under IFRS, it is necessary to separate the online and print services into identifiable components in order to reflect the substance of the transaction and such separation is appropriate when the identifiable components have standalone value and their fair value can be reliably measured. Accordingly, the revenues for online service and other media service are recognized ratably over the advertisement display period in which the online advertisement is delivered one month earlier than other media advertisement. This resulted in a decrease in revenue by $1,606 for the year ended December 31, 2009 (January 1, 2009: increase in retained earnings by $2,463).





(ii)           Non-cash compensation expenses





Under U.S. GAAP, the definition of employee focuses on and is driven by the legal definition of an employee within certain specific exceptions/exemptions.  The Group has adopted the straight-line method to account for the fair values of share grants to employees.  Thus, the compensation costs associated with share awards with graded vesting to employees were recognized on a straight-line basis over the requisite service period for the entire award. For share grants to non-employees, the Group re-measured the fair value of the share grants to non-employees at each interim financial reporting date before the measurement date, for the purpose of recognizing the non-cash compensation costs during those financial reporting periods. The fair values of the unvested share grants were computed by reference to the closing market price at each of the interim reporting dates. For vested shares, compensation cost was measured using the closing market prices on the vesting dates.





Under IFRS, the definition of employee is broader than under U.S. GAAP and it focuses on the nature of services provided.  Thus, awards granted to non-employees for services under U.S. GAAP will be accounted for in the same way as employee awards for services under IFRS.  Each tranche of an award is treated as a separate grant under IFRS and thus each tranche will be separately measured and attributed to income statement over the related vesting period.





The Group has elected to apply IFRS 2 to unvested equity awards as at January 1, 2009 and all new awards granted after its transition date as allowed by IFRS 1.  The differences in treatment under U.S. GAAP and IFRS resulted in an increase in the total comprehensive income under IFRS by $123 for the year ended December 31, 2009 (January 1, 2009: decrease in retained earnings by $2,315).  Total equity was not changed as a result of these differences.




-76-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)








(iii)           Currency translation differences





As allowed by IFRS 1, the Group has elected to reset its cumulative translation adjustment account to zero through an adjustment to opening retained earnings at January 1, 2009.  Accordingly, the translation reserve as at this date of $2,225 under US GAAP is eliminated against retained earnings.  Total equity was not changed as a result of this reclassification.





Such an adjustment to retained earnings is permanent, and gains or losses on subsequent disposals of foreign operations will exclude translation differences that arose before the transition date.  This resulted in an increase in expenses in the income statement by $333 for the year ended December 31, 2009 due to the reversal of US GAAP cumulative translation losses recycled to income statement upon disposal. Total comprehensive income was not changed as a result of these differences.





(iv)           Presentation reclassifications





In addition to the adjustments arising from transition to IFRS explained above, the following reclassification has been made to comparative financial statements in order to conform with current year presentation. Revised presentation is to provide better information to the user of the financial statements and does not result in a change in the Group's income before and after income taxes.





The reclassification is as follows:





·
Content costs of $9,816 have been reclassified from general and administrative costs, combined with community costs and presented as "community and content" costs





·
Information technology support services costs of $6,373 have been reclassified from general and administrative costs, combined with online services development costs and presented as "information technology" costs





·
Amortization of intangibles and software costs of $1,270 were reclassified to general and administrative costs





·
Net foreign exchange gains of $237 were reclassified to general and administrative costs








4.           Financial risk management





The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, and cash flow interest rate risk), credit risk and liquidity risk.  The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.





Risk management is carried out by a group of senior management personnel. This particular group identifies, evaluates and takes appropriate measures to alleviate financial risks in close co-operation with the Group’s operating units.  The Board of Directors provide direction for overall risk management, covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.




-77-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


(a)           Market risk





(i)           Foreign exchange risk





The Group operates internationally and is exposed to foreign currency risk arising from various currency exposures, primarily with respect to the Chinese Renminbi (“RMB”).  Foreign currency risk arises from commercial transactions, recognised assets and liabilities and net investments in foreign operations.  A majority of the Group’s contracts with customers are denominated and priced in foreign currencies.  The conversion of these contract proceeds to USD could result in losses and reflects the foreign exchange risk assumed by the Group between contract signing and the conversion of cash into USD.





The Group has not engaged in foreign currency hedging activities.  Historically a majority (ranging between 98% to 99%) of the revenue is denominated in USD or is received in the Hong Kong Dollar (“HKD”), which is currently pegged to the USD, the RMB which historically remained relatively stable but strengthened during the past two years against the USD and the New Taiwan Dollar (“TWD”) which is relatively stable against USD.





The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.  Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through identification of the specific risks and taking appropriate measures to alleviate the risk.





At December 31, 2010, if the USD had weakened/strengthened by 3% (2009: 7%) against the RMB with all other variables held constant, profit for the year would have been $799 (2009: $701) higher/lower as a result of foreign currency gains/losses on translation of RMB denominated monetary assets and liabilities.





(ii)           Cash flow and fair value interest rate risk





The Group has no interest-bearing borrowings as of December 31, 2009 and 2010. The Group’s exposure to changes in market interest rates is mainly attributable to its interest-bearing assets including term deposits with banks and cash and cash equivalents. As of December 31, 2010 and December 31, 2009, the term deposits with banks are all fixed interest rate instruments.





(iii)           Credit risk





Credit risk arises from investments in checking and savings accounts, debt securities issued by U.S. Treasury, term deposits with banks, available-for-sale securities, accounts receivable and receivables from sales representatives.





The Company maintains checking, money market accounts, term deposits with banks, debt securities issued by U.S. Treasury held in custody with banks and available-for-sale securities with high quality institutions.  The Company has a large number of customers, operates in different geographic areas and generally does not require collateral on accounts receivable or receivables from sales representatives. The Company generally collects in advance from customers in markets with higher credit risk. In addition, the Company is continuously monitoring the credit transactions and maintains impairment allowance where necessary.





The Group’s maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.




-78-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit-rating agencies.  Accounts receivable and receivables from sales representatives that are neither past due nor impaired are substantially companies with a good collection track record with the Group.





(iv)           Liquidity risk





Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group finance.  Group finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.





The Group invests its excess cash in term deposits with commercial banks, U.S. Treasury securities and available-for-sale securities to generate income from interest received as well as capital gains, while the funds are held to support its business.





Generally, the Group holds securities with specified maturity dates such as U.S. Treasury Bills until their maturity.  The Group does not engage in buying and selling of securities with the objective of generating profits on short-term differences in price or for other speculative purposes.  Its objective is to invest to support the Group’s capital preservation strategy.





The Company’s financial liabilities which consist of accounts payable and accrued liabilities are due within 12 months and their contractual undiscounted cash flows approximate their carrying amount as the impact of discounting is not significant.





(v)           Capital risk management





The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.





In order to maintain or adjust the capital structure, the Group may return capital to shareholders and issue new shares.  Currently the Group has no external borrowings and is not subject to any externally imposed capital requirements.  The Group defines the total equity as the capital of the Group.





(vi)           Fair value estimation





The table below analyses financial instruments carried at fair value, by valuation method.  The different levels have been defined as follows:





·
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.


·
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).


·
Level 3: inputs for the asset or liability that are not based on observable market data (that is unobservable inputs).





The following table presents the Group’s assets and liabilities that are measured at fair value at December 31, 2009.




Level 1


Level 2


Level 3


TotalAssetAvailable-for-sale securities

$
6,423



-



-


$
6,423Total asset

$
6,423



-



-


$
6,423





-79-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





There were no financial instruments measured at fair value at December 31, 2010.





The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date.  A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.  The quoted market price used for financial assets held by the Group is the current bid price.  These instruments are included in level 1.  Instruments included in level 1 comprise primarily or available-for-sale financial assets.








5.           Critical accounting estimates and judgments




Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.





The Group makes estimates and assumptions concerning the future.  The resulting accounting estimates will, by definition, seldom equal the related actual results.  The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.





(a)           Income Taxes





The Group has exposure to income taxes in numerous jurisdictions. Significant judgment is involved in determining the Group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for expected tax issues (note 10) based on reasonable estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognized, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.





(b)           Goodwill





The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.6. The recoverable amounts of cash generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (note 13).





There will be no impact to the Group’s results after tax if the post-tax discount rate applied to the discounted cash flows for the acquired subsidiary at December 31, 2010 is raised by 1%, with all other variables including tax rate being held constant.








6.           Segment information





Management has determined the operating segments based on the business activities whose operating results are reviewed by the Group’s chief operating decision maker (“CODM”), which is the Company’s Board of Directors to assess their performance and to make decisions about resources to be allocated to each segment.





The Group considers the business from business segment perspective. The reportable operating segments derive their revenue primarily from the online and other media services and from the exhibitions.




-80-


GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)




Miscellaneous revenue consists mainly of technical services fee income and rental income.  The results of these operations are included in the “all other segments” column.





The CODM assesses the performance of the operating segments based on a measure of profit/loss from operations.  This measurement basis excludes interest income. Other gains or losses comprising gain on sale of available-for-sale financial assets and impairment loss on available-for-sale financial assets are not allocated to segments, as this type of activity is driven by the treasury of the Group, which manages the cash position of the Group.





The segment information provided to the CODM for the reportable segments for the year ended December 31, 2010 is as follows:








Online and other media services


Exhibitions


All other segments


TotalRevenue from external customers

$
122,203


$
69,450


$
4,996


$
196,649Reportable segment profit from operations

$
17,426


$
5,069


$
3,131


$
25,626Depreciation and amortization

$
3,346


$
1,580


$
1,742


$
6,668Other material non-cash items:Non-cash compensations expenses.

$
1,394


$
793



-


$
2,187Additions to property and equipment and intangible assets

$
2,676


$
1,520


$
109


$
4,305Reportable segment assets

$
126,114


$
94,610


$
4,979


$
225,703








The segment information for the year ended December 31, 2009 is as follows:








Online and other media services


Exhibitions


All other segments


TotalRevenue from external customers

$
113,775


$
55,147


$
3,985


$
172,907Reportable segment profit from operations

$
10,684


$
1,510


$
2,235


$
14,429Depreciation and amortization

$
4,506


$
1,107


$
1,732


$
7,345Other material non-cash items:Non-cash compensations expenses

$
1,177


$
571



-


$
1,748Additions to property and equipment and intangible assets

$
2,753


$
9,635


$
97


$
12,485Reportable segment assets

$
166,247


$
99,663


$
5,683


$
271,593




-81-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





The segment information as at January 1, 2009 is as follows:





Online and other media services


Exhibitions


All other segments


TotalReportable segment assets

$
160,962


$
76,973


$
7,117


$
245,052








The revenue from external parties reported to the CODM is measured in a manner consistent with that in the income statement.





Revenue from barter transactions was $2,604 and $2,327 for the years ended December 31, 2009 and 2010, respectively.  Similarly, the expenses from barter transactions were $3,137 and $2,439 for the years ended December 31, 2009 and 2010, respectively.





The amounts provided to the CODM with respect to total assets are measured in a manner consistent with that of the financial statements.  These assets are allocated based on the operations of the segment.  For the purposes of monitoring segment performance and allocating resources between segments, the CODM monitors the total assets attributable to each segment.





A reconciliation of the reportable segment profit to profit before income taxes is provided as follows:





2010


2009Total profit or loss for reportable segments


25,626



14,429Unallocated amounts:Interest income


510



981Gain on sale of available-for-sale securities


1,223



-Profit before income taxes


27,359



15,410







Revenues from external customers are derived mainly from online and other media services and from the exhibitions.  The online and other media services comprise online services and print services.  Technical services fee income and rental income are included in the “miscellaneous”.





Breakdown of the revenue from all services is as follows:





2010


2009RevenuesOnline services

$
96,125


$
84,271Print services


26,078



29,504Exhibitions


69,450



55,147Miscellaneous


4,996



3,985$
196,649


$
172,907




-82-
 GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


Geographic information





Revenues by geographic locations are based on the location of the customer.  Segment assets are based on the location of the assets.  Non-current assets exclude investments and deferred income tax assets.








2010


2009RevenuesChina

$
148,418


$
123,878Rest of Asia


41,228



41,919United States


5,947



5,978Europe


382



286Others


674



846$
196,649


$
172,907








December 31,


December 31,


January 1,2010


2009


2009Non-current assetsChina and rest of Asia

$
89,519


$
89,454


$
84,218$
89,519


$
89,454


$
84,218








There are no revenues derived from transactions with a single external customer that amounted to 10% or more of the Group’s revenue (2009: nil).











7.           Interest income








2010


2009Interest incomeTreasury bills and balances with banks

$
103


$
56Term deposits with banks


407



919Available-for-sale financial assets


-



6$
510


$
981




-83-


GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





8.           Expenses by nature





2010


2009Depreciation of property and equipment (note 12)

$
5,379


$
6,232Amortization of intangible assets (note 13)


1,289



1,137Total depreciation and amortisation

$
6,668


$
7,369Employee benefit expenses (note 9)


24,778



24,226Rental expense on operating leases


13,739



12,489Content, community and administrative services fees


25,215



23,503Advertising costs


8,945



8,884Sales commissions and marketing fees


57,173



52,884Business tax


8,801



4,411Legal and professional fees


987



1,218Magazine, printing and mailing


4,012



5,885Materials and supplies


9,168



7,469Other expenses


11,537



10,140Total operating expenses

$
171,023


$
158,478








9.           Employee benefit expenses





2010


2009Wages and salaries

$
20,346


$
19,795Retirement contribution plans


1,318



1,242Non-cash compensation expenses (note 21)


2,257



2,312Other employee’s benefits


857



877$
24,778


$
24,226








10.           Income tax expense





The Company and some of its subsidiaries operate in the Cayman Islands and other jurisdictions where there are no taxes imposed on companies (collectively referred to as “Cayman Islands”).  Some of the Company’s subsidiaries operate in Hong Kong SAR, Singapore, the People’s Republic of China and certain other jurisdictions and are subject to income taxes in their respective jurisdictions.  The Company is also subject to withholding taxes for revenues earned in certain other countries.








The Company received an exemption from Bermuda taxation under the Exempted Undertakings Tax Protection Act, 1996 (as amended) of Bermuda until March 28, 2016. The Company’s subsidiary in Dubai, United Arab Emirates has been granted a fifty year tax holiday in Dubai since it is located in a Free Trade Zone, which may be subject to further renewal upon expiry of the initial fifty-year period in 2057. The Group did not utilize these tax holidays as of January 1, 2009, December 31, 2009 and December 31, 2010.




-84-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





Income tax expense for the year consists of:





2010


2009Current tax:Current foreign tax on profits for the year

$
1,357


$
783Total current tax

$
1,357


$
783Deferred foreign tax benefit (note 15)


(240
)


(285
)Income tax expense

$
1,117


$
498








The tax on the Group’s profit before income taxes differs from the theoretical amount that would arise using the statutory income tax rate of 0% as follows:





2010


2009Profit before income taxes

$
27,359


$
15,410Tax calculated at statutory income tax rate of 0% (2009: 0%)


-



-Tax effect of:Foreign income and revenues taxed at higher rates


1,117



513Impact of change in enacted tax rates


-



(15
)Income tax expense

$
1,117


$
498








The Company’s subsidiaries are subject to taxation in Hong Kong, the People’s Republic of China, Singapore and other jurisdictions. There are certain open tax assessments as of December 31, 2010. The tax returns of the Company’s subsidiaries remain open to assessment in the following major tax jurisdictions: Hong Kong SAR – for the years 2003 to 2010, Singapore – for the years 2009 to 2010 and the People’s Republic of China – for the years 2006 to 2010.








11.           Earnings per share





(a)           Basic





Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares





2010


2009Profit attributable to equity holders of the Company

$
25,251


$
14,294Weighted average number of ordinary shares in issue


40,283,874



44,546,226Basic earnings per share ($ per share)

$
0.63


$
0.32


-85-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





(b)           Diluted





Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume the effects of all dilutive potential ordinary shares.  The dilutive potential ordinary shares of the Company consist of share grants.





For share grants, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the outstanding share grants.  The number of shares so calculated is compared against the number of shares that would have been issued assuming the exercise of the shares granted.  The difference is added to the denominator as an issue of ordinary share for no consideration.  No adjustment is made to earnings (the numerator).





2010


2009Profit attributable to equity holders of the Company

$
25,251


$
14,294Weighted average number of ordinary shares in issue


40,283,874



44,546,226Adjustments for share grants


1,409,742



1,205,211Weighted average number of ordinary shares for diluted earnings per share


41,693,616



45,751,437Diluted earnings per share ($ per share)

$
0.61


$
0.31




-86-








GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)








12.           Property and equipment





Buildings


Leasehold improvement


Computer equipment, software, fixtures, fittings and office equipment and reusable trade show booths


Motor vehicles


Capital work-in-progress


TotalYear ended December 31, 2009CostOpening balance

$
75,830


$
11,202


$
30,015


$
176


$
49


$
117,272Exchange differences


-



59



288



24



-



371Additions


-



530



672



164



10



1,376Reclassification


-



44



15



-



(59
)


-Business acquisition (note 28)


-



-



22



20



-



42Disposals and write-off


-



-



(401
)


(141
)


-



(542
)Total cost

$
75,830


$
11,835


$
30,611


$
243


$
-


$
118,519Year ended December 31, 2009Accumulated depreciationOpening balance

$
2,281


$
7,839


$
24,406


$
89


$
-


$
34,615Exchange differences


11



59



271



-



-



341Additions


1,732



1,404



3,033



63



-



6,232Disposals and write-off


-



-



(395
)


(89
)


-



(484
)Total accumulated depreciation

$
4,024


$
9,302


$
27,315


$
63


$
-


$
40,704Net book amount

$
71,806


$
2,533


$
3,296


$
180


$
-


$
77,815Year ended December 31, 2010CostOpening balance

$
75,830


$
11,835


$
30,611


$
243


$
-


$
118,519Exchange differences


1,566



263



1,419



1



-



3,249Additions


-



36



2,368



100



14



2,518Disposals and write-off


-



-



(55
)


(35
)


-



(90
)Total cost

$
77,396


$
12,134


$
34,343


$
309


$
14


$
124,196Year ended December 31, 2010Accumulated depreciationOpening balance

$
4,024


$
9,302


$
27,315


$
63


$
-


$
40,704Exchange differences


93



244



1,350



-



-



1,687Additions


1,743



1,223



2,361



52



-



5,379Disposals and write-off


-



-



(53
)


(35
)


-



(88
)Total accumulated depreciation

$
5,860


$
10,769


$
30,973


$
80


$
-


$
47,682Net book amount

$
71,536


$
1,365


$
3,370


$
229


$
14


$
76,514





During 2004, the Company entered into an agreement to purchase approximately 9,000 square meters of office space in a commercial building in Shenzhen, China. The building is situated on a leasehold land. The lease period of the land is 50 years, commencing from year 2002. At the end of the lease period, the building together with land will revert to





-87-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)




the local government authority. The construction was completed and the property was put in use during the year 2005. Depreciation of the property commenced during the year 2005. This building is depreciated on a straight-line basis over the remaining lease term. The depreciation expense on the said building amounted to $414 and $414 during the years ended December 31, 2009 and 2010, respectively. The carrying amounts of the said building at January 1, 2009, December 31, 2009 and December 31, 2010 were $17,830, $17,416 and $17,001, respectively.





During 2007, the Company purchased approximately 1,939 square meters of office space in a commercial building in Shenzhen, China. The building is situated on a leasehold land. The lease period of the land is 50 years, commencing from year 2002. At the end of the lease period the building together with the land will revert to the local government authority. The delivery of the office space to the Company was completed in 2007. The depreciation on this property commenced during 2007. The building is depreciated on a straight-line basis over the remaining lease term. The depreciation expense on the said building amounted to $180 and $182 during the years ended December 31, 2009 and 2010, respectively. The carrying amounts of the said building at January 1, 2009, December 31, 2009 and December 31, 2010 were $7,172, $6,990 and $7,080, respectively.





In 2008, the Company purchased approximately 6,365 square meters of office space in a commercial building in Shenzhen, China. The building is situated on a leasehold land. The lease period of the land is 50 years, commencing from year 2002. At the end of the lease period, the building together with the land will revert to the local government authority. Depreciation of the property commenced during the year 2008. This building is depreciated on a straight-line basis over the remaining lease term. The depreciation expense on the said building amounted to $821 and $830 during the years ended December 31, 2009 and 2010, respectively. The carrying amounts of the said building at January 1, 2009, December 31, 2009 and December 31, 2010 were $36,350, $35,520 and $35,892, respectively.





In 2008, the Company purchased approximately 22,874 square feet of office space, together with 6 car parking spaces, in a commercial building in Hong Kong S.A.R.. The lease period of the land is 55 years, commencing from year 1991. Depreciation of the property commenced during the year 2008, and is being depreciated on a straight-line basis over the remaining lease term. The depreciation expense on the said building amounted to $317 and $317 during the years ended December 31, 2009 and 2010, respectively. The carrying amounts of the said building at January 1, 2009, December 31, 2009 and December 31, 2010 were $12,197, $11,880 and $11,563, respectively.





The total carrying amount of the above four office properties as of December 31, 2010 and December 31, 2009 were $71,536 and $71,806 respectively. The total market values of the above four office properties as of December 31, 2010 and as of December 31, 2009 were $136,416 and $113,402, respectively, based on independent valuation reports. The market valuations of the four properties as of December 31, 2010 were performed by Savills Valuation and Professional Services Limited, Hong Kong.


-88-
 GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


13.           Intangible assets





Trademarks


Contractual backlog and others


Non-compete agreements


Goodwill


TotalYear ended December 31, 2009CostOpening balance

$
-


$
-


$
-


$
-


$
-Additions


5,464



339



2,809



2,497



11,109Total cost

$
5,464


$
339


$
2,809


$
2,497


$
11,109Year ended December 31, 2009Accumulated amortizationOpening balance

$
-


$
-


$
-


$
-


$
-Additions


-



-



1,137



-



1,137Total accumulated amortization

$
-


$
-


$
1,137


$
-


$
1,137Net book amount

$
5,464


$
339


$
1,672


$
2,497


$
9,972Year ended December 31, 2010CostOpening balance

$
5,464


$
339


$
2,809


$
2,497


$
11,109Additions


-



-



1,787



-



1,787Write-off


-



-



(23
)


-



(23
)Total cost

$
5,464


$
339


$
4,573


$
2,497


$
12,873Year ended December 31, 2010Accumulated amortizationOpening balance

$
-


$
-


$
1,137


$
-


$
1,137Additions


390



339



560



-



1,289Write-off


-



-



(2
)


-



(2
)Total accumulated amortization

$
390


$
339


$
1,695


$
-


$
2,424Net book amount

$
5,074


$
-


$
2,878


$
2,497


$
10,449





The Company has recognized intangible assets relating to non-compete agreements with its former employees and team members at fair values as discussed in note 2.14 (b) and note 21. The Company amortizes these intangible assets on straight-line basis over the non-compete term which is specified in the award. Trademarks and contractual backlog and others are acquired in a business combination discussed in note 28.




-89-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)








The amortization expense included in the income statement is analyzed as follows:




2010


2009Sales

$
148


$
223Community and content


43



111General and administration


1,084



787Information and technology


14



16Total (note 8)

$
1,289


$
1,137







Impairment test for goodwill:




Goodwill is allocated to the Group’s cash-generating units (“CGUs”) identified according to operating segments.





An operating segment-level summary of the goodwill allocation is:





December 31,


December 31,2010


2009Exhibition, Shenzhen PRC

$
2,497


$
2,497





The recoverable amount of CGU has been determined based on value-in-use calculations. These calculations use cash flow projections by management covering five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates. The growth rate did not exceed the long-term average growth rate for the business in which the CGU operates.





Key assumptions used for value-in-use calculations in 2010 and 2009 are as follows:





·
Revenue growth rate of 8% (2009: 3%)





·
Discount rate of 15% (2009: 13%) applied to the post-tax cash flow projections





·
Growth rate beyond five years of 1.5% (2009: 2%)





·
Gross margin rate at 37% to 42% (2009: 36%)





These assumptions have been used for the analysis of each CGU within the operating segment.





Management determined revenue growth rate based on past performance and its expectations of market developments. The discount rates used reflect specific risks relating to the relevant operating segments.





There was no impairment to goodwill as at December 31, 2010 and December 31, 2009.




-90-








GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





14.           Financial assets, available-for-sale and long term investments





(a)           Financial assets, available-for-sale





2010


2009At January 1

$
6,423


$
60,786Disposals


(6,751
)


(55,258
)Fair value gains recognized in other comprehensive income


328



895At December 31

$
-


$
6,423








Financial assets, available-for-sale include the followings:





December 31,

2010


December 31, 2009


January 1,

2009Listed securities:U.S Treasury bills

$
-


$
-


$
55,258Other securities


-



6,423



5,528$
-


$
6,423


$
60,786





Financial assets, available-for-sale are denominated in the following currencies:





December 31, 2010


December 31, 2009


January 1,

2009US dollar

$
-


$
6,423


$
60,786$
-


$
6,423


$
60,786








The maximum exposure to credit risk at the reporting date is the carrying value of the debt securities classified as available for sale.





None of these financial assets is either past due or impaired (2009: nil).





(b)           Long term investments





As at January 1 2009, December 31, 2009 and December 31, 2010, the Company holds equity instruments carried at $100 in a privately held unaffiliated electronic commerce company for business and strategic purposes. The investment is accounted for under the cost method since the ownership is less than 20%, the Company does not have the ability to exercise significant influence over the investee and the fair value cannot be reliably measured.  The Company’s policy is to regularly review the carrying values of the non-quoted investments and to identify and provide for when circumstances indicate impairment other than a temporary decline in the carrying values of such assets has occurred.




-91-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





15.           Deferred tax assets





Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority.  The amounts, determined after appropriate offsetting, are shown on the balance sheets as follows:





December 31, 2010


December 31, 2009


January 1,

2009Deferred tax assets:Deferred tax asset to be recovered after more than 12 months

$
496


$
446


$
232Deferred tax assets to be recovered within 12 months


8



12



73$
504


$
458


$
305Deferred tax liabilities:Deferred tax liabilities to be settled after more than 12 months

$
1,397



1,591



272$
1,397


$
1,591


$
272Deferred tax (liabilities)/assets

$
(893
)

$
(1,133
)

$
33








The gross movement on the deferred income tax account is as follows:





2010


2009At January 1

$
(1,133
)

$
33Credited/(charged) to the income statement


240



285Acquisition of business (note 28)


-



(1,451
)At December 31

$
(893
)

$
(1,133
)








The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:





Deferred tax assets

Provisions and expenses


Tax losses


Other


TotalAt January 1, 2009

$
220


$
57


$
28


$
305Credited/(charged) to the income statement


90



76



(13
)


153At December 31, 2009

$
310


$
133


$
15


$
458Credited/(charged) to the income statement


(44
)


22



68



46At December 31, 2010

$
266


$
155


$
83


$
504




-92-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





Deferred tax liabilities

Accelerated tax depreciation


Fair value adjustments on acquisition of business


TotalAt January 1, 2009

$
272


$
-


$
272Charged/(credited) to the income statement


(132
)


-



(132
)Acquisition of business


-



1,451



1,451At December 31, 2009

$
140


$
1,451


$
1,591Charged/(credited) to the income statement


(11
)


(183
)


(194
)At December 31, 2010

$
129


$
1,268


$
1,397








Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable.





The Group did not recognize deferred income tax assets of $7,731 (December 31 2009: $7,385; January 1, 2009: $6,749) in respect of losses amounting to $26,274 (December 31, 2009: $24,586; January 1, 2009: $$21,239) that can be carried forward against future taxable income. Losses amounting to $24,619 (December 31, 2009: $22,964; January 1, 2009: $19,654) expire by 2020, and the remaining losses have no expiry date.








16.           Prepaid expenses and other current assets





December 31, 2010


December 31, 2009


January 1,

2009Non-current  portion:Employee housing loans (i)

$
-


$
88


$
102Club memberships


216



272



272Deferred expenses – exhibition


1,847



997



900Rental, utility and other deposits


493



310



287$
2,556


$
1,667


$
1,561Current portion:Unsecured employee loans (ii)

$
26


$
20


$
39Temporary advances to employees (iii)


47



-



57Prepaid expenses


1,281



721



943Deferred expenses


15,660



11,361



12,896Other current assets


3,255



1,501



2,578$
20,269


$
13,603


$
16,513





(i)
The Company has extended loans to some of its employees to finance their purchase or lease of residences. The loans for the purchase of a residence are secured by the subject residence, bear interest at a rate of LIBOR plus 2% to 3% per annum, generally have a term of ten years and become due and payable immediately under certain circumstances, including their termination of employment with the Company.





-93-
 
  GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


(ii)
The loans for the lease of residence are unsecured, interest free and are repayable in equal monthly installments over the period of the lease, typically less than or equal to twelve months.





There were no loans due from the Company’s directors and executive officers as at January 1, 2009, December 31, 2009 and December 31, 2010.





(iii)
Other temporary advances to staff are unsecured, interest free and are generally repayable within twelve months.





The fair value of club membership, employee housing loans, employee loans and other receivables at the reporting date approximates its carrying value of each asset mentioned above.








17.           Inventories





December 31, 2010


December 31, 2009


January 1,

2009Stock of paper, at costs

$
435


$
600


$
1,306$
435


$
600


$
1,306





The cost of inventories recognised as expense and included in community and content amounted to $910 and $1,357 for the years ended December 31, 2010 and 2009 respectively.








18.           Accounts receivables and receivables from sales representatives





December 31, 2010


December 31, 2009


January 1,

2009Accounts receivables

$
4,511


$
3,772


$
6,790Less: provision for impairment of accounts receivables


(592
)


(334
)


(765
)Accounts receivables – net


3,919



3,438



6,025Receivables from sales representatives


8,248



5,607



5,574$
12,167


$
9,045


$
11,599





The fair values of accounts receivables and receivables from sales representatives are as follows:





December 31, 2010


December 31, 2009


January 1,

2009Accounts receivables

$
3,919


$
3,438


$
6,025Receivables from sales representatives


8,248



5,607



5,574$
12,167


$
9,045


$
11,599





As of January 1, 2009, December 31, 2009 and December 31, 2010, receivables from sales representatives of $5,574, $5,607 and $8,248, respectively, were neither past due nor impaired while accounts receivables of $6,025, $3,438 and $3,919, respectively, were past due but not impaired.  These relate to a number of independent sales representatives





-94-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)








and customers for whom there is no recent history of default.  The aging analysis of these accounts receivables is as follows:





December 31, 2010


December 31, 2009


January 1,

2009Up to 3 months

$
3,037


$
2,991


$
4,7803 to 6 months


576



293



932Over 6 months


306



154



313$
3,919


$
3,438


$
6,025








As of January 1, 2009, December 31, 2009 and December 31, 2010, trade receivables of $765, $334 and $592, respectively, were impaired and provided for.  The individually impaired receivables mainly relate to certain customers for online and other media services, which are in unexpectedly difficult economic situations.  The aging of these accounts receivables is as follows:





December 31, 2010


December 31, 2009


January 1, 2009Up to 3 months

$
129


$
112


$
2243 to 6 months


157



68



228Over 6 months


306



154



313$
592


$
334


$
765








Movements on the Group provision for impairment of accounts receivables are as follows:





2010


2009At January 1

$
334


$
765Provision for receivable impairment


502



146Receivables written off during the year as uncollectible


(244
)


(577
)At December 31

$
592


$
334








The creation and release of provision for impaired receivables have been included in sales costs in the income statement.  Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.





The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.  The Group does not hold any collateral as security.




-95-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


19.           Cash, bank balances and financial assets, available-for-sale





December 31, 2010


December 31, 2009


January 1,

2009Cash at bank and on hand

$
26,653


$
19,864


$
23,669U.S. Treasury securities with original maturities of less than three months


59,327



70,077



37,777Term deposits and short-term highly liquid investments with original maturities of three months or

less


15,318



1,612



8,779Cash and cash equivalents


101,298



91,553



70,225Term deposits with original maturities of over three months


1,411



60,357



-U.S. Treasury securities with original maturities of over three months


-



-



55,258Other securities


-



6,423



5,528Total

$
102,709


$
158,333


$
131,011





Included in cash and cash equivalents at December 31, 2009, is an amount of $756 (January 1, 2009 and December 31, 2010: nil) which has been reserved for payment of certain liabilities in connection with the acquisition of eMedia South China Limited (note 28).








20.           Share capital and treasury shares




Number of common shares




AmountIssued share capital


Treasury

shares


Issued share capital


Treasury shares


Share premiumAt January 1, 2009


51,376,335



(6,875,000
)

$
514


$
(50,000
)

$
39,985Issuance of common shares under Equity Compensation

Plans


51,307



-



-



-



-At December 31, 2009


51,427,642



(6,875,000
)

$
514


$
(50,000
)

$
39,985Issuance of common shares under Equity Compensation

Plans


141,898



-



2



-



-Common shares


-



(11,121,000
)


-



(100,089
)


-At December 31, 2010


51,569,540



(17,996,000
)

$
516


$
(150,089
)

$
39,985





The authorised share capital of the Company as at January 1, 2009, December 31, 2009 and December 31, 2010 is 75,000,000 common shares of $0.01 par value.  As at January 1, 2009, December 31, 2009 and December 31, 2010, the Company has 44,501,335, 44,552,642 and 33,573,540 common shares outstanding, respectively. The share premium of $39,985 as at January 1, 2009, December 31, 2009 and December 31, 2010 is recognised under capital reserves in note 23.





On February 4, 2008, the Board of Directors of the Company authorized a program to buyback up to $50,000 worth of common shares. The Company may, from time to time, as business conditions warrant, purchase shares in the open market or through private transactions. The buyback program does not obligate the Company to buyback any





-96-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)








specific number of shares and may be suspended or terminated at any time at management’s discretion. The timing and amount of any buyback of shares will be determined by management based on its evaluation of market conditions and other factors. As of January 1, 2009, December 31, 2009 and December 31, 2010, the Company has not bought back any of its shares under this program.





As approved by the Board of Directors of the Company at their meeting held on 10 and 11 November 2008, the Company repurchased 6,875,000 issued and outstanding common shares at a total purchase price of $50,000 or $8.00 per share pursuant to a tender offer available for all shareholders to participate in 2008.  The Company is holding the repurchased shares as treasury shares.





On 24 June 2010, the Board of Directors of the Company authorized a program to repurchase 11,121,000 of its common shares by tender offer at purchase price of $9.00 per share. Accordingly, in August 2010, the Company completed the repurchase and paid a total purchase consideration of $100,089. The Company is holding the repurchased shares as treasury shares.





On February 12, 2009, the Company announced a one for ten bonus share issue on the Company’s outstanding common shares. Shareholder of record on February 27, 2009 received one additional common share for every ten common shares held, of face value of $0.01 each. The bonus share have been distributed on or about March 31, 2009. The Company has accounted for the bonus share issue as a stock split and retrospectively reclassified $47 from other reserves to common share capital as of January 1, 2009. All common shares and earnings per share amounts in the consolidated financial statements and related notes have been retroactively adjusted to reflect the one for ten bonus share issue for all periods presented.








21.           Non-cash compensation




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, including the Equity Compensation Plans Numbers I to VII described below.  The Trust is administered by Appleby Services (Bermuda) Ltd (previously known as “Harrington Trust Limited” and then as “Appleby Trust (Bermuda) Ltd.”) (the “Trustee”).  The Trustee in the exercise of its power under the Declaration of Trust may be directed by the Equity Compensation Plan committee, including the voting of securities held in the Trust. The Board of Directors of the Company will select the members of the Equity Compensation Plan committee.





On February 4, 2000, in conjunction with the establishment of the Trust and the Share Exchange, the former parent company assigned 4,034,552 common shares of the Company at a historical cost of less than $1, representing a 10% equity interest in the Company, for the establishment of share option plans and/or share award plans, known as ECP I, ECP II and ECP III. Subsequently, share option plans and/or share award plans, known as ECP IV, ECP V, ECP VI and ECP VII were established.





Pursuant to a Declaration of Trust dated November 28, 2006 by the Trustee, “The Global Sources Equity Compensation Trust 2007” (“2007 Trust”) was established. The 2007 Trust is administered by the Trustee as trustee. The purpose of the 2007 Trust is to administer shares contributed by the Company to the 2007 Trust from time to time in connection with providing equity compensation benefits under The Global Sources Equity Compensation (2007) Master Plan described below (“ECP 2007 Master Plan”). In exercising its powers under the Trust, the Trustee may be directed by a plan committee to be constituted and appointed by the Company.  The Plan Committee (“ECP 2007 Plan Committee”) was constituted and appointed by the Board of Directors on February 15, 2007.





-97-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)








The Equity Compensation Plan committee approved and made several share awards / options under the plans ECP I, ECP II, ECP III and ECP IV. All the share awards / options under these plans have fully vested. The non-cash compensation expenses associated with these awards have been recognized over the vesting terms of the awards from their respective award dates.





Eligible employees, directors and non-employees (consultants, advisers and the employees of third party independent contractors) under ECP V are awarded grants of shares, the numbers of which are determined by the Equity Compensation Plan committee.





Entitlement of the employees and directors to these common shares is subject to employment and vesting terms. Entitlement of non-employees to these common shares is subject to continued services provided by the consultants and vesting terms.





The Equity Compensation Plan committee approved the awards of common shares under ECP V on January 23, 2001. The Equity Compensation Plan committee subsequently approved additional awards of common shares under ECP V on various dates.





The non-cash compensation expenses associated with the above awards are recognized over the five or six year vesting term as applicable from the respective award dates.





Eligible employees and non-employees under ECP VI are awarded after they resigned or retired from their respective employment or consultancy service, one-time grants of Global Sources Ltd. common shares, the numbers of which are determined by the Equity Compensation Plan committee.





Entitlement of the grantees to these common shares is subject to non-compete and vesting terms. There is no other vesting condition other than the non-compete terms. The Equity Compensation Plan committee approved ECP VI on March 13, 2001 and made awards of common shares under the plan on various dates subsequently.





The Company recognizes the intangible asset relating to the non-compete provisions of each of the above awards at the fair value of the respective award. The intangible asset is amortized over the non-compete period on a straight-line basis.





During the year ended December 31, 2010 the Company recorded $13 (2009: $764) amortization of intangible assets associated with the awards under ECP VI.





Eligible employees, directors and non-employees under ECP VII are awarded grants of Global Sources Ltd. common shares, the numbers of which are determined by the Equity Compensation Plan committee periodically. Entitlement of the employees and directors to these common shares is subject to employment and vesting terms. Entitlement of non-employees to these common shares is subject to continued services provided by the non-employees and vesting terms.





The Equity Compensation Plan committee approved the awards of common shares under ECP VII on January 1, 2002 and made further awards on various dates subsequently. The non-cash compensation expenses associated with the above awards are recognizedover the six years vesting term from the respective award dates.





The ECP 2007 Master Plan was approved by the Company’s shareholders on May 8, 2006. The ECP 2007 Master Plan commenced with effect on January 1, 2007 and, unless terminated earlier by the Company’s Board of Directors, will expire on December 31, 2012. The Company’s employees, directors, consultants and the Company’s independent contractors’ employees are eligible to be awarded grants of the Company’s common shares under the ECP 2007 Master Plan. The grantees and the number of shares to be awarded, and the vesting rules and other terms and conditions, are to be as determined by the Plan Committee, which is authorized under the ECP 2007 Master Plan to issue





-98-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)






supplementary or subsidiary documents to set out and evidence such vesting rules and other terms and conditions. The total number of shares to be issued under the ECP 2007 Master Plan is subject to a limit of 3,000,000 common shares.





On November 7, 2006, the Company filed a Form S-8 Registration Statement under the Securities Act of 1933, with the U.S. Securities and Exchange Commission, for up to 3,000,000 common shares to be issued under the ECP 2007 Master Plan.





On March 6, 2007, the Plan Committee approved and issued “The Global Sources Share Grant Award Plan” as a supplementary or subsidiary document to the ECP 2007 Master Plan. Under the plan, the Plan Committee is to determine who will be granted awards of shares and the number of shares to be awarded to them, and the vesting schedule for such awards. The plan commenced with effect on March 6, 2007, and will terminate upon the expiration or termination of the ECP 2007 Master Plan, or upon the liquidation of the Company, or upon termination by the Plan Committee, whichever is the earliest to occur. The Plan Committee approved awards of common shares under the plan during the years 2007 to 2010 to employees and non-employees (consultants and the employees of third party independent contractors). The non-cash compensation expenses associated with the awards are recognized over the six year vesting term of the award.





On March 6, 2007, the Plan Committee approved and issued “The Global Sources Retention Share Grant Plan” as a supplementary or subsidiary document to the ECP 2007 Master Plan. Persons eligible to receive grants under the plan are persons who have been the employees, directors or consultants for at least five years, who retire “in good standing” (as determined by the Plan Committee), and who would otherwise have their unvested shares (under any applicable equity compensation plans) forfeited upon retirement. The Plan Committee is to determine who amongst eligible persons will be granted awards of common shares. The number of common shares to be awarded to such grantees is calculated according to a formula defined in the plan, and will vest in equal installments over a period of five years after retirement, subject to certain non-compete terms and the grantees remaining “in good standing”. There is no other vesting condition other than the non-compete terms. The plan commenced with effect from March 6, 2007, and will terminate upon the expiration or termination of the ECP 2007 Master Plan, or upon the liquidation of the Company, or upon termination by the Plan Committee, whichever is the earliest to occur.





The Plan Committee approved awards of common shares under the plan during 2007 to 2010. The Company recognizes the intangible asset relating to the non-compete provisions of each of the above awards at the fair value of the respective award. The intangible asset is amortized over the non-compete period on a straight-line basis.





During the year ended December 31, 2010 the Company recorded amortization of intangible assets of $545 (2009: $373) associated with the awards under The Global Sources Retention Share Grant Plan.





On April 24, 2009, the Plan Committee approved and issued “The Global Sources Directors Share Grant Award Plan” as a supplementary or subsidiary document to the ECP 2007 Master Plan. Persons eligible to receive grants under the plan are directors of the Company. Under the plan, the Plan Committee is to determine who amongst the directors of the Company will be granted awards of shares and the number of shares to be awarded to them. Any shares awarded will not vest immediately, but only at the end of four years after such effective date as may be specified by the Plan Committee (or in accordance with such other vesting schedule as may be determined by the Plan Committee). The plan commenced with effect on April 24, 2009, and will terminate upon the expiration or termination of the ECP 2007 Master Plan, or upon the liquidation of the Company, or upon termination by the Plan Committee, whichever is the earliest to occur. The Plan Committee awarded 21,000 common shares (comprising 3,000 common shares each) and 21,000 common shares (comprising 3,000 common shares each) to the seven directors of the Company in June 2009 and January 2010, respectively.




-99-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





The non-cash compensation expenses as of December 31, 2010, associated with the above awards under the plan are recognized over the four year vesting term of the award.





As of January 1, 2009, December 31, 2009 and December 31, 2010, there was $7,598, $5,752 and $4,386, respectively, of unrecognized non-cash compensation cost associated with the awards under the above ECP plans, excluding the awards under ECP VI and The Global Sources Retention Share Grant Plan, which are expected to be recognized over the next six years.





As of December 31, 2009 and December 31, 2010, there was $1,672 and $2,878 balance of intangible asset, respectively, associated with the awards under the ECP VI and The Global Sources Retention Share Grant Plan, which is expected to be amortized over the next five years.





The Company’s non-vested shares as of December 31, 2009 and 2010 and changes during the year ended December 31, 2009 and 2010 were as follows:




ECP V Grant Plan


ECP VI Grant Plan


ECP VII Grant Plan


The Global Sources Share Grant Award Plan


The Global Sources Retention Share Grant Plan


The Global Sources Directors Share Grant Award PlanNumber of shares


Weighted average grant date fair value


Number

of shares


Weighted average grant date fair value


Number

of shares


Weighted average grant date fair value


Number of shares


Weighted average grant date fair value


Number of shares


Weighted average grant date fair value


Number

of shares


Weighted average grant date fair valueNon-vested at January 1, 2009


11,196


$
7.85



14,934


$
6.68



1,157,101


$
5.98



846,571


$
12.31



50,982


$
11.41



-



-Granted


32,680


$
4.14



-



-



-



-



407,740


$
4.33



188,988


$
7.44



21,000


$
7.62Vested


(15,439
)

$
4.67



(9,077
)

$
6.37



(391,831
)

$
4.59



(40,770
)

$
12.82



(10,487
)

$
11.50



-



-Forfeited


(2,640
)

$
6.17



-



-



(102,030
)

$
6.68



(120,384
)

$
9.21



-



-



-



-Non-vested at December 31,

2009


25,797


$
5.22



5,857


$
7.17



663,240


$
6.69



1,093,157


$
9.66



229,483


$
8.14



21,000


$
7.62Non-vested at January 1, 2010


25,797


$
5.22



5,857


$
7.17



663,240


$
6.69



1,093,157


$
9.66



229,483


$
8.14



21,000


$
7.62Granted


18,790


$
7.93



2,500


$
7.42



-



-



314,639


$
6.96



221,782


$
7.87



21,000


$
6.63Vested


(12,889
)

$
6.80



(5,857
)

$
7.17



(289,851
)

$
6.07



(94,993
)

$
12.45



(47,654
)

$
8.33



-Forfeited


(4,400
)

$
6.17



-



-



(32,956
)

$
7.40



(199,093
)

$
9.71



(11,963
)

$
7.18



-Non-vested at December 31,

2010


27,298


$
6.18



2,500


$
7.42



340,433


$
7.15



1,113,710


$
8.64



391,648


$
7.99



42,000


$
7.13


-100-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)








The total fair value of shares vested during the years ended December 31, 2009 and 2010 were as follows:





Year ended December 31,

ECP V Grant Plan


ECP VI Grant Plan


ECP VII Grant Plan


The

Global Sources Share Grant Award Plan


The

Global Sources Retention Share Grant Plan


The

Global Sources Directors Share Grant Award Plan


Total2009

$
66


$
47


$
1,942


$
205


$
66


$
-


$
2,3262010

$
89


$
38


$
1,814


$
597


$
373


$
-


$
2,911








Non-cash compensation expenses associated with the employee and team member Equity Compensation Plans and Global Sources Directors Share Grant Award Plan included under various categories of operating expenses are approximately as follows: sales: $545 (2009: $691), community and content: $284 (2009: $228), general and administrative $1,089 (2009: $566), and information and technology: $269 (2009: $263).







22.           Directors Purchase Plan




A 2000 Non-Employee Directors Share Option Plan was approved on October 26, 2000 by the shareholders of the Company.  Each eligible Director was entitled to an option to purchase up to 20,000 common shares at a price established at year end.





On May 8, 2003, the Company’s shareholders approved the amendments to the 2000 Non-Employee Directors Share Option Plan to allow both employee and non-employee Directors to participate prospectively in the plan.  The plan was renamed as Directors Purchase Plan by the Board of Directors on August 14, 2003.





Directors purchasing the shares under the plan would pay 10% of the purchase price, which was the average closing price of the shares for the last five trading days of the previous calendar year, on or before 28th day of February of the relevant year, with the balance of 90% payable by the end of the four year period from that day and the shares would be issued thereafter.  The resignation of a Director following his or her purchase of the shares and payment of the 10% initial instalment would not cause a forfeiture of the purchased shares, however, failure to pay the 90% balance of the purchase price before the end of the holding period would result in the 10% deposit being forfeited and all rights under the purchase plan and the issuance of shares would automatically lapse and expire and the shares would not be issued.





At the Board of Directors’ meeting on November 4 and 5, 2005, the Board of Directors adopted the “Directors Purchase Plan (as of 5 November 2005)”, which consolidated earlier forms of the Directors Purchase Plan and previous shareholders’ and Board of Directors’ approvals and resolutions pertaining thereto.





On November 7, 2006, the Company filed a Form S-8 Registration Statement under the Securities Act of 1933, with the U.S. Securities and Exchange Commission, for up to 530,000 common shares to be issued under the Directors Purchase Plan (as of 5 November 2005).





By a written resolution of the Board of Directors dated April 24, 2009, the Company’s Directors confirmed that they had all agreed that no purchase rights under the Directors Purchase Plan (as of 5 November 2005) would be granted and/or exercisable in the calendar years 2009 and 2010.




-101-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)








At the Company’s annual general meeting held on June 24, 2009, the Company’s shareholders approved the adoption of the “Directors Purchase Plan (updated effective as of January 1, 2009)”, which  updated the Directors Purchase Plan (as of 5 November 2005), so as to provide that if an eligible director passes away and at the time of his or her death has not paid the entire purchase price of previously exercised purchase rights, then the remaining balance of the purchase price must be paid by his or her estate within 6 months of his or her death; otherwise, the previously exercised purchase rights will automatically expire and lapse, no shares will be issued, and any deposits previously paid with respect to the exercised purchase rights will be refunded to the estate. In addition, the Directors Purchase Plan (updated effective as of January 1, 2009) also clarifies that any amendments or updates made to the plan may be made applicable retroactively with the approval or consent of affected purchase rights holders or eligible directors under the plan.





The Directors Purchase Plan (updated effective as of January 1, 2009) expired on August 4, 2010.





All the monies received under the Director Purchase Plan are credited to other reserve upon receipt. Upon issuance of shares under the plan, the par value of the issued shares is transferred from additional paid in capital to common share capital.





During the year ended December 31, 2009, the Company refunded $134 to a deceased director’s estate as previously exercised purchase rights expired and lapsed.








23.           Other reserves





Accumulated other comprehensive incomeFair value reserve


Currency translation reserve


Capital reserve


TotalAt January 1, 2009

$
-


$
-


$
136,237


$
136,237Fair value gains (note 14)


895



-



-



895Currency translation differences


-



72



-



72Non-cash compensation


-



-



1,748



1,748Refund of share subscription received in advance under director purchase plan


-



-



(134
)


(134
)Capitalisation of intangible assets relating to non-compete clause in share awards to

non-employees (note 13)


-



-



2,809



2,809At December 31, 2009

$
895


$
72


$
140,660


$
141,627
  -102-
  GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
  At January 1, 2010

$
895


$
72


$
140,660


$
141,627Fair value gains (note 14)


328



-



-



328Reclassification to income statement on disposal of available-for-sale financial

asset


(1,223
)


-



-



(1,223
)Currency translation differences


-



2,008



-



2,008Non-cash compensation


-



-



2,187



2,187Capitalisation of intangible assets relating to non-compete clause in share awards to

non-employees, net (note 13)


-



-



1,766



1,766Issuance of shares


-



-



(2
)


(2
)At December 31, 2010

$
-


$
2,080


$
144,611


$
146,691











24.           Deferred income and customer prepayments





December 31, 2010


December 31, 2009


January 1,

2009Non-current  portion:Advertising

$
4,034



-



-Exhibitions


2,676



2,516



3,044$
6,710


$
2,516


$
3,044Current portion:Advertising


55,610



43,555



41,024Exhibitions, subscription and others


35,007



29,429



30,149$
90,617


$
72,984


$
71,173











25.           Accrued liabilities








December 31, 2010


December 31, 2009


January 1,

2009Salaries, wages and commissions

$
1,795


$
1,936


$
1,770Retirement defined contribution accruals


847



784



791Liabilities for incentive plan


1,459



1,429



1,370Printing, paper and bulk mailing costs


354



365



526Sales commissions and fees to third parties


3,964



3,160



4,780Business taxes


3,381



2,266



-Others


2,469



1,645



2,342$
14,269


$
11,585


$
11,579




-103-




GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


26.           Contingencies





From time to time the Company is involved in litigation in the normal course of business.  While the results of such litigation and claims cannot be predicted with certainty, the Company believes that the probability is remote that the outcome of the outstanding litigation and claims will have a material adverse effect on the Company’s consolidated financial position and results of operations.








27.           Commitments





(a)           Capital commitment





Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:





2010


2009Purchase of property and equipment

$
118


$
311Total

$
118


$
311








(b)           Operating lease commitments – group company as lessee





The Company leases office facilities and exhibition venues under cancelable and non-cancelable operating leases generally with an option to renew upon expiry of the lease term.





The future aggregate minimum lease rental payments under non-cancelable operating leases for office premises are as follows:





2010


2009No later than 1 year

$
123


$
786Later than 1 year and no later than 5 years


27



21Later than 5 years


-



-Total

$
150


$
807








During the first quarter of 2007, the Group entered into a number of venue license agreements for exhibition events amounting to $44,396 in payments over five and a half years. The agreements are cancelable under force majeure conditions, or upon notice and payment of cancellation charges to the other party. In May 2010, the Group entered into a number of venue license agreements for our exhibition events amounting to a gross value of approximately $16,657 in payments over five years. Again, in December 2010, the Group entered into a number of venue license agreements for our exhibition events amounting to a gross value of approximately $3,333 in payments over four years. The agreements are cancelable under force majeure or other specified conditions, or upon notice and payment of cancellation charges to the other party. The amounts paid will be expensed when the related events are held. As of December 31, 2010, the Group have paid approximately $26,556 under these agreements.




-104-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





In addition, in 2009 and 2010, the Group entered into several agreements for the venue rental for future exhibition events to be held in 2011 to 2014 amounting to $4,145. The amounts paid under these agreements as of December 31, 2010 were $1,121.








28.           Business combinations





Acquisition of eMedia South China Limited





In December 2009, eMedia Asia Ltd. (a subsidiary of the Group) acquired the entire issued share capital of eMedia South China Limited (previously known as “UBM South China Limited”), a company incorporated in the Hong Kong Special Administrative Region, which holds a 70% equity interest in Shenzhen Herong GS Exhibitions Co., Ltd. (previously known as Shenzhen Herong UBM Exhibition Co., Ltd.).





Shenzhen Herong GS Exhibition Co., Ltd incorporated in the People’s Republic of China (PRC) operates a trade show in the PRC known as the “China International Optoelectronic Expo”. With this acquisition, eMedia Asia Ltd.’s portfolio of media products for the Chinese electronic engineering community further complements the Group’s own multi-channel media network for professionals in China’s electronics industry.





The Company accounted for this acquisition as a business combination. As the Company gained control over eMedia South China Limited on December 24, 2009, the results of operations of eMedia South China Limited were consolidated from this date onwards.





The Company has allocated the purchase price to the acquired net assets based on fair values as follows:








ConsiderationCash

$
5,836Liabilities assumed


756$
6,592Effect on cash flows of the GroupCash paid (as above)

$
5,836Less: Cash and cash equivalents in subsidiary acquired


(3,020
)Cash outflow on acquisition

$
2,816




-105-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)


Recognized amounts of identifiable assets acquired and liabilities assumedCash and cash equivalents


3,020Equipment, office furniture and motor vehicles (note 12)


42Accounts receivables


34Trademarks (note 13)


5,464Contractual backlog and others (note 13)


339Goodwill (note 13)


2,497Total assets

$
11,396Accounts payables


(638
)Current tax liabilities


(42
)Deferred tax liabilities


(1,451
)Total liabilities

$
(2,131
)Total identifiable net assets

$
9,265Less: fair value of non-controlling interest


(2,673
)Total

$
6,592Acquisition related costs included in general and administrative expenses in the consolidated statement of income for the year ended December 31,

2009


(309
)








In accordance with IFRS 3R, the fair value of the identifiable assets, liabilities and contingent liabilities was determined provisionally for the acquisition of eMedia South China Limited as of December 31, 2009. Given the size and complexity of the acquisition, additional information was obtained as part of the process of finalizing the purchase price allocation during the 12-month period allowed under IFRS 3R. This resulted in certain aspects of the purchase price allocation being revisited to reflect finalization of the allocation process. The impact of these revisions on the acquired net assets is as follows:





As reported





RevisedDecember 31,


Adjustments


December 31,2009


2009


2009Cash and cash equivalents

$
3,020



-


$
3,020Equipment office furniture and motor vehicles


42



-



42Trade and other receivables


260



(226
)


34Intangible assets


7,098



(1,295
)


5,803Goodwill


-



2,497



2,497Trade and other payables


(638
)


-



(638
)Current tax liabilities


(42
)


-



(42
)Deferred tax liabilities


-



(1,451
)


(1,451
)Fair value of non-controlling interest


(2,922
)


249



(2,673
)$
6,818


$
(226
)

$
6,592




-106-





GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





Represented by:Cash paid

$
5,836



-


$
5,836Liabilities assumed


982



(226
)


756$
6,818


$
(226
)

$
6,592








All the above fair value adjustments have been recorded with effect from the date of acquisition by restating the 2009 reported balance sheet. There is no impact on the income statement for the year ended December 31, 2009 due to the above fair value adjustments.





The liabilities assumed of $756 relates to liabilities incurred by the Group to the former owner of eMedia South China Limited. The fair value of trade and other receivables is $34 of which none is expected to be uncollectible.





The fair value of the non-controlling interest in eMedia South China Limited, an unlisted company, was estimated by applying the income approach.  The fair value estimates are based on:





·
an assumed discount rate of 13% per annum


·
long-term sustainable growth rate of 2%


·
an assumed 15% discount to the equity value of the non-controlling interest due to lack of control and lack of marketability that market participants would consider.





The acquired subsidiary contributed revenue of $nil and net income of $nil to the Company for the period from December 24, 2009 to December 31, 2009. If the acquisition had occurred on January 1, 2009, the Group’s revenue and net income for the year ended December 31, 2009 would have been $176,248 and $15,866, respectively.








29.           Related party transactions





The following transactions were carried out with related parties:





(a)           Purchases of services





2010


2009Rental and building maintenance services received from subsidiaries of a major shareholder of the Company

$
1,378


$
1,339Reimbursement of membership fees from a subsidiary of a major shareholder of the Company for use of club membership


30



30Purchases of investment consultancy services from subsidiaries of a major shareholder of the Company


50



50Total

$
1,458


$
1,419




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GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





(b)           Key management compensation





The compensation paid or payable to key management for employee services is shown below:





2010


2009Wages, salaries, bonus and fees

$
3,203


$
3,142Retirement contribution plans


62



47Non-cash compensation expenses


1,300



971Other benefits


28



31Total

$
4,593


$
4,191








30.           Event after the reporting periods





On April 2, 2011, the Company's subsidiary, eMedia Asia Limited in which the Company owns 60.1% equity interest, acquired 100% interest in Canon Communications Asia Pte Ltd and Beijing Reed Advertising Services Co., Ltd., which together own EDN-China, EDN-Asia and certain other associated publication titles and websites from Canon Communications LLC, a subsidiary of United Business Media Limited, for a cash consideration of approximately $4,000. Acquisition related costs of approximately $250 have been incurred and will be recorded under general and administrative expenses in the consolidated income statement for the year ending December 31, 2011.





With the acquisition of EDN-China and EDN-Asia, eMedia Asia Limited further expands the reach of its multi-channel media network that serves to advance the design capability and competitiveness of electronics manufacturers in Asia and throughout China. Details of the fair value of assets acquired and liabilities assumed, the amount of goodwill to be recorded and the effect on the cash flows for the Group are not disclosed, as the accounting for this acquisition is still in progress at the time these financial statements have been authorised for issue. The acquired entities will be consolidated with effect from the date of acquisition.








31.           Recent accounting pronouncements





At the date of presentation of these financial statements, the following new standards, amendments and interpretations have been issued, and are relevant for the Group’s accounting periods beginning on or  after January 1, 2011 and which the Group did not early adopt :





·
IFRS 9, “Financial instruments”, issued in November 2009.  This standard is the first step in the process to replace IAS 39, “Financial instruments - recognition and measurement”.  IFRS 9 introduces new requirements for classifying and measuring financial assets and is likely to affect the Group’s accounting for its financial assets.  The standard is not applicable until January 1, 2013 but is available for early adoption.




The Group is yet to assess IFRS 9’s full impact.  However, initial indications are that it may affect the Group’s accounting for its debt available-for-sale financial assets, as IFRS 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading.  Fair value gains and losses on available-for-sale debt investments, for example, will therefore have to be recognized directly in profit or loss.  In the current reporting period, the Group recognized $328 of such gains in other comprehensive income.




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GLOBAL SOURCES LTD. AND SUBSIDIARIES
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 (In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)





·
Revised IAS 24 (revised), “Related party disclosures”, issued in November 2009.  It supersedes IAS 24, “Related party disclosures”, issued in 2003.  IAS 24 (Revised) is mandatory for periods beginning on or after January 1, 2011.  Earlier application, in whole or in part, is permitted.





The revised standard clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities.  The Group will apply the revised standard from January 1, 2011.  The adoption of this revised standard is not expected to have any impact on the Company’s consolidated financial statements.





The following new standards, amendments and interpretations have been published and are mandatory for the Group’s accounting periods beginning on or after January 1, 2011 or later periods but are not relevant for the Group’s operations:





·
IFRIC 14, ‘Prepayments of a minimum funding requirement’


·
Amendments to IFRS 7, ‘Disclosures – Transfer of financial assets’


·
Improvements to IFRS 2010 (annual improvements project)




-109-





ITEM 9.
THE OFFER AND LISTING




Price history of stock




The following table sets forth the high and low per share closing prices for our common shares for the periods indicated, as adjusted for the one for ten bonus share issues announced on February 16, 2004, March 1, 2005, March 6, 2006, March 5, 2007, December 20, 2007 and on February 12, 2009.




Period

High


LowYear 2006

$
13.53


$
6.38Year 2007

$
32.14


$
11.49Year 2008

$
26.68


$
4.18Year 2009

$
7.97


$
3.30Year 2010

$
11.04


$
6.00First Quarter 2009

$
5.45


$
3.30Second Quarter 2009

$
7.97


$
3.67Third Quarter 2009

$
7.89


$
6.32Fourth Quarter 2009

$
7.07


$
6.34First Quarter 2010

$
7.16


$
6.00Second Quarter 2010

$
8.20


$
6.20Third Quarter 2010

$
8.77


$
6.49Fourth Quarter 2010

$
11.04


$
7.26First Quarter 2011

$
11.91


$
9.02December 2010

$
11.04


$
8.94January 2011

$
10.29


$
9.02February 2011

$
11.91


$
9.43March 2011

$
11.73


$
9.59April 2011

$
12.78


$
10.97May 2011

$
12.48


$
10.07





Markets




Our shares are listed and traded under the symbol “GSOL” on Nasdaq.




ITEM 10.
ADDITIONAL INFORMATION





Memorandum and Bye-Laws





The following statements are brief descriptions of our common shares, and the more important rights and privileges of our shareholders conferred by the laws of Bermuda and our Memorandum of Association and bye-laws, and is based upon the advice of Appleby, our Bermuda counsel, but are qualified in its entirety by reference to our Memorandum of Association and bye-laws and the laws of Bermuda.





Description of shareholder rights attaching to our common shares





The Company is registered with the Bermuda Registrar of Companies with registration number 27310. It has the usual objects and powers of a Bermuda exempt company, found in its Memorandum of Association, empowering it to, among other things, deal in goods of all kinds, and to acquire, hold and dispose of all forms of real property outside Bermuda, and personal property worldwide, including intellectual property. Our authorized share capital consists of 75,000,000 common shares, par value $0.01 per share. A bonus share distribution of





-110-





one share for every ten shares was issued to all of our shareholders of record on February 27, 2009 and distributed on or about March 31, 2009.  As of April 30, 2011, we had a total of 51,700,553 common shares issued, comprising 33,704,553 common shares outstanding and 17,996,000 common shares held as treasury shares.





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





·
Holders of common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares and do not have any cumulative voting rights.





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





·
Our outstanding common shares are fully paid and non-assessable. Non-assessable as that term is understood under Bermuda law means in relation to fully-paid shares of a company and subject to any contrary provision in any agreement in writing between such company and the holder of shares, that no shareholder shall be obliged to contribute further amounts to the capital of the company, either in order to complete payment for their shares, to satisfy claims of creditors of the company, or otherwise; and no shareholder shall be bound by an alteration of the memorandum of association or bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the company.





·
Additional authorized but unissued common shares may be issued by the board of directors without the approval of the shareholders.





The holders of common shares will receive dividends, if any, as may be declared by the board of directors out of funds legally available for purposes. We may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that:





·
we are, or after the payment would be, unable to pay our liabilities as they become due; or





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





The following is a summary of provisions of Bermuda law and our organizational documents, including our bye-laws. We refer you to our memorandum of association and bye-laws, copies of which have been filed with the SEC. You are urged to read these documents for a complete understanding of the terms of the memorandum of association and bye-laws.





Share Capital





Our authorized capital consists of one class of common shares. Under our bye-laws, our board of directors has the power to issue any authorized and unissued shares on such terms and conditions as it may determine. Any shares or class of shares may be issued with such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as we may from time to time by resolution of the shareholders prescribe.





Voting Rights





Save where a greater majority is required by the Companies Act 1981 of Bermuda (as amended) (the “Companies Act”) or our bye-laws, under Bermuda law and our bye-laws, questions brought before a general meeting are decided by a simple majority vote of shareholders present or represented by proxy. Subject to any rights or restrictions attached to any class of





-111-





shares, each shareholder is entitled to one vote for each share held. Matters will be decided by way of votes cast on a show of hands, unless a poll is demanded.





If a poll is demanded, each shareholder who is entitled to vote and who is present in person or by proxy has one vote for each common share entitled to vote on such question. A poll may only be demanded under our bye-laws by:





·
the chairman of the meeting;





·
at least three shareholders present in person or represented by proxy;





·
any shareholder or shareholders present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all shareholders having the right to vote at such meeting; or





·
a shareholder or shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being common shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all such common shares conferring such right.





No shareholder shall, unless the board of directors otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by that shareholder in respect of all shares held by such shareholder have been paid.





Dividend Rights





Under Bermuda law, a company may declare and pay dividends unless there are reasonable grounds for believing that the company is, or after the payment would 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 its issued share capital and share premium accounts.





Under our bye-laws, each share is entitled to a dividend if, as and when dividends are declared by the board of directors. The board of directors may determine that any dividend may be paid in cash or will be satisfied in paying up in full in our common shares to be issued to the shareholders credited as fully paid or partly paid or partly in one way and partly the other. The board of directors may also pay any fixed cash dividend which is payable on any of our common shares half-yearly or on other dates, whenever our position, in the opinion of the board of directors, justifies such payment.





Dividends, if any, on our common shares will be paid at the discretion of our board of directors if it appears to the board of directors to be justified by the position of the Company and will depend on our future operations and earnings, capital requirements, surplus and general financial conditions, as our board of directors may deem relevant.





We have not paid any cash dividends on our common shares since October 1999. Previously, we paid cash dividends as a private company as a means to distribute earnings to shareholders. Beginning in October 1999, we have focused on the implementation of our growth plans, and we have retained earnings in furtherance of such plans. Our board of directors reviews its options for the use of cash on a regular basis, including whether or not to pay any cash dividends.





Purchase by a Company of its Own Common Shares





We may purchase our own common shares out of the capital paid up on the common shares in question or out of funds that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of common shares made for the purposes of the purchase. We may not purchase our shares if, on the date on which the purchase is to be effected, there are reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due, or as a result, our issued share capital would be reduced below the minimum capital specified in our memorandum of association.




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However, to the extent that any premium is payable on the purchase, the premium must be provided out of the funds of the company that would otherwise be available for dividend or distribution or out of a company’s share premium account. Any common shares purchased by a company are treated as cancelled and the amount of the company’s issued capital is diminished by the nominal value of the shares accordingly but shall not be taken as reducing the amount of the company’s authorized share capital. However, pursuant to recent changes to the Companies Act, effective December 29, 2006, a company may purchase its own shares, to be held as treasury shares, if authorized to do so by its memorandum of association or bye-laws. A proposed resolution for the amendment of our bye-laws, to authorize us to purchase our own shares, to be held as treasury shares, was put forth to our shareholders for approval at our Annual General Meeting, held on June 18, 2007 (Hong Kong time). The resolution was approved by our shareholders, so we are now able to acquire our own shares and hold them as treasury shares, subject always of course to the provisions of the Companies Act, to our bye-laws, to the securities laws of the United States and to the rules of Nasdaq. On February 4, 2008, we announced via a press release that our board of directors had authorized a program to repurchase up to $50 million of our common shares in the open market or through private transactions, from time to time, as business conditions warrant, but on the basis that we are not obligated to repurchase any specific number of shares and that the program may be suspended or terminated at any time at our management’s discretion. The timing and amount of the repurchase of shares (if any) will be determined by our management, based on its evaluation of market conditions and other factors. As of April 30, 2011, no repurchases of our common shares have been made under this program.





On November 21, 2008, we commenced a tender offer for the purchase of up to 6.25 million of our common shares, or approximately 13.4% of our total common shares then outstanding, at a total purchase price of up to $50.0 million or $8.00 per share. The tender offer expired on December 19, 2008. Our common shares that were properly tendered and not properly withdrawn were greater than the number of shares that we offered to purchase. Consequently, we accepted for purchase on a pro rata basis 6.25 million of the shares properly tendered and not properly withdrawn by shareholders. We are holding the repurchased shares as treasury shares, which are disclosed as such on our balance sheet as of December 31, 2010.





On June 30, 2010, we commenced a tender offer for the purchase of up to 11,121,000 of our common shares, or approximately 24.9% of our total outstanding common shares as of April 30, 2010, at a total purchase price of up to $100,089,000 or $9.00 per share. The tender offer expired on July 28, 2010. Our common shares that were properly tendered and not properly withdrawn were greater than the number of shares that we offered to purchase. Consequently, we accepted for purchase on a pro rata basis 11,107,023 and on an “odd lot” basis 13,977 of the shares properly tendered and not properly withdrawn by shareholders. We are holding the repurchased shares as treasury shares, which are disclosed as such on our balance sheet as of December 31, 2010.





Preemptive Rights





Our bye-laws do not provide the holders of our common shares with preemptive rights in relation to any issues of common shares held by us or any transfer of our shares.





Variation of Rights





We may issue more than one class of shares and more than one series of shares in each class. If we have more than one class of shares, the rights attached to any class of shares may be altered or abrogated either:





·
with the consent in writing of the holders of not less than seventy-five percent of the issued common shares of that class; or





·
with the sanction of a resolution passed at a separate general meeting of the holders of such common shares, voting in proxy or present, at which a quorum is present.





Our bye-laws provide that a quorum for such a meeting shall be two persons present in person or by proxy representing a majority of the shares of the relevant class. The bye-laws specify that the creation or issue of shares ranking on parity with existing shares will not, subject to any statement to the contrary in the terms of issue of those shares or rights attached to those shares, vary the special rights attached to existing shares.





-113-





Change of Control





Our bye-laws have two provisions that could delay a change of control. The first is the classified board, which means that only a portion of the directors come up for election every year, thus delaying a change in the composition of the Board. The second is the "Business Combinations" bye-law (bye-laws 155-163), which requires the approval of sixty-six and two-thirds percent (66 2⁄3%) of shareholders voting at a general meeting, over and above any other approvals required by our bye-laws to permit certain mergers, amalgamations or similar transaction to go forward.





Transfer of Common Shares





Subject to the Companies Act and the “Transfer Restrictions” section below, a shareholder may transfer title to all or any of his shares by completing an instrument of transfer in the usual common form or in such other form as the board of directors may approve.





Transfer Restrictions





The board of directors may in its absolute discretion and without assigning any reason refuse to register the transfer of any share that is not fully paid.





The board of directors may refuse to register an instrument of transfer of a share unless it:





·
is duly stamped, if required by law, and lodged with us;





·
is accompanied by the relevant share certificate and such other evidence of the transferor’s right to make the transfer as the board of directors shall reasonably require;





·
has obtained, where applicable, permission of the Bermuda Monetary Authority; and





·
is in respect of only one class of shares.





A “blanket” authorization has been obtained from the Bermuda Monetary Authority for all transfers of our common shares between persons who are not resident in Bermuda for exchange control purposes, provided our common shares remain listed on an “appointed stock exchange” (which includes listing on Nasdaq).





Transmission of Shares





In the event of the death of a shareholder, the survivor or survivors, where the deceased shareholder was a joint holder, or the legal personal representative of such shareholder, including executors and administrators, shall be the only persons recognized by us as having any title to the shareholder shares.





Disclosure of Interests





Our bye-laws provide that a director who has at least a five percent interest, directly or indirectly, in an entity that is interested in a contract or proposed contract or arrangement with us, shall declare the nature of such interest at the first opportunity at a meeting of the board of directors, or by writing to the board of directors. If the director has complied with the relevant sections of the Companies Act and our bye-laws with regard to the disclosure of his interest, the director may vote at a meeting of the board of directors or a committee thereof on a contract, transaction or arrangement in which that director is interested and he will be taken into account in ascertaining whether a quorum is present.





Under Bermuda law, the Company may not make loans to its directors unless approved by a majority of the shareholders holding 90% of the voting rights.




-114-





Rights in Liquidation





Under Bermuda law, in the event of liquidation, dissolution or winding-up of a company, after satisfaction in full of all claims of creditors and subject to the preferential rights accorded to any series of preferred stock, the proceeds of such liquidation, dissolution or winding-up are distributed among the holders of shares in accordance with a company’s bye-laws.





Under our bye-laws, if we are wound up, the liquidator may, with the sanction of a resolution from us and any sanction required by the Companies Act, divide amongst the shareholders in specie or kind the whole or part of our assets, whether they shall consist of property of the same kind or not and may for such purposes set such values as he deems fair upon any property to be divided as set out above and may determine how such division shall be carried out as between the shareholders.





Meetings of Shareholders





Under Bermuda law, a company is required to convene at least one general shareholders’ meeting as an Annual General Meeting per calendar year. The directors of a company, notwithstanding anything in its bye-laws, shall, on the requisition of the shareholders holding at the date of the deposit of the requisition not less than one-tenth of the paid-up capital of the company carrying the right of vote, proceed duly to convene a special general meeting.





Under the Companies Act, the board of directors may convene a special general meeting whenever in their judgment such a meeting is necessary. Unless the bye-laws of a company specify longer period otherwise, Bermuda law requires that shareholders be given at least five days’ notice of a meeting of the company. Our bye-laws extend this period to provide that at least 21 days’ written notice of a general meeting must be given to those shareholders entitled to receive such notice. The accidental omission to give notice to or non-receipt of a notice of a meeting by any person does not invalidate the proceedings of a meeting.





Under Bermuda law the number of shareholders constituting a quorum at any general meeting of shareholders may not be less than two individuals. Our bye-laws add to this quorum requirement to provide that no business can be transacted at a general meeting unless a quorum of at least two shareholders representing a majority of the issued shares of the company are present in person or by proxy and entitled to vote. A shareholder present at a general meeting or a meeting of a class of shareholders in person or by proxy shall be deemed to have received appropriate notice of the meeting.





Under our bye-laws, notice to any shareholders may be delivered either personally, by electronic means or by sending it through the post, by airmail where applicable, in a pre-paid letter addressed to the shareholder at his address as appearing in the share register or by delivering it to, or leaving it at such registered address or, in the case of delivery by electronic means, by delivering it to the shareholder at such address as may be provided to the company by the shareholder for such purpose. A notice of a general meeting is deemed to be duly given to the shareholder if it is sent to him by cable, telex, telecopier or electronic means. Any such notice shall be deemed to have been served twenty-four hours after its dispatch.





Access to Books and Records and Dissemination of Information





Under Bermuda law, members of the general public have the right to inspect the public documents of a company available at the office of the Bermuda Registrar of Companies. These documents include a company’s certificate of incorporation, its memorandum of association (including its objects and powers) and any alteration to the memorandum of association and address of registered office and resident representative.





Our shareholders and directors have the additional right to inspect our bye-laws, our minute books and our audited financial statements, which, unless agreed by all shareholders and directors, must be presented at an annual general meeting. For the avoidance of doubt, with respect to the aforesaid inspection of our minute books, our shareholders only have the right under our bye-laws to inspect minutes of shareholder meetings.





-115-





Our bye-laws provide that our register of shareholders is required to be open for inspection during normal business hours by shareholders without charge and to members of the general public on the payment of a fee. A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Companies Act, establish one or more branch register outside of Bermuda. We have established a branch register with our transfer agent, Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, U.S.A.





Under Bermuda law, a company is required to keep at its registered office a register of its directors and officers that is open for inspection for not less than two hours in each day by members of the public without charge. Our bye-laws extend this obligation to provide that the register of directors and officers be available for inspection by the public during normal business hours. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.





Election or Removal of Directors





Our bye-laws provide that the number of directors will be such number not less than two, as our shareholders by resolution may from time to time determine. A director of a Bermuda company will serve until his successor is appointed or his prior removal in the manner provided by the Companies Act or the bye-laws of a Bermuda company. Our bye-laws provide that at each annual general meeting one-third of the directors will retire from office on a rotational basis based on length of time served. A director is not required to hold shares in a company to qualify to join the board, and once appointed may sit on the board regardless of age, unless the bye-laws provide otherwise. Our bye-laws do not require qualifying shares to join the board and do not set age limits for directors who serve on the board. All directors must provide written acceptance of their appointment within thirty days of their appointment.





The board has the power at any time and from time to time to appoint any individual to be a director so as to fill a casual vacancy. As set forth in our bye-laws, a casual director so appointed shall hold office only until the next following annual general meeting, and if not reappointed at such annual general meeting, shall vacate office.The board may approve the appointment of alternate directors.





We may, in a special general meeting called for this purpose, remove a director, provided notice of such meeting is served upon the director concerned not less than fourteen days before the meeting and he shall be entitled to be heard at that meeting.





The office of a director will be vacated in the event of any of the following:





·
if he resigns his office by notice in writing to be delivered to our registered office or tendered at a meeting of the board of directors;





·
if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health, and our board of directors resolves that his office is vacated;





·
if he becomes bankrupt under the law of any country or compounds with his creditors;





·
if he is prohibited by law from being a director;





·
if he ceases to be a director by virtue of the Companies Act or our bye-laws, or is removed from office pursuant to our bye-laws;





·
if he (or his alternate director, if any) is absent  from more than three consecutive board of directors’ meetings without the permission of the board of directors and the board of directors resolves that his office be vacated; or





·
if he is requested to resign in writing by not less than three quarters of the other directors.




-116-





Amendment of Memorandum of Association and Bye-Laws





Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of the shareholders of which due notice has been given. An amendment to a memorandum of association does not require the consent of the Minister of Finance save for specific circumstances, for example, the adopting of any objects which constitute restricted business activities under the Companies Act.





Under Bermuda law, the holders of an aggregate of no less than 20% in par value of a company’s issued share capital or any class of issued share capital have the right to apply to the Bermuda Court for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment that alters or reduces a company’s share capital as provided in the Companies Act. Where an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda Court. An application for the annulment of an amendment of the memorandum of association must be made within 21 days after the date on which the resolution altering the company’s memorandum of association is passed and may be made on behalf of the person entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by persons voting in favor of the amendment.





Our bye-laws provide that they may be amended in the manner provided for in the Companies Act. The Companies Act provides that the directors may amend the bye-laws, provided that any such amendment shall be operative only to the extent approved by the shareholders.





Transactions with Interested Shareholders





Our bye-laws prohibit us from engaging in a business combination with any interested shareholder unless the business combination is approved by two-thirds of the holders of our voting shares (other than shares held by that interested shareholder or any affiliate or associate of such interested shareholder), or by a simple majority if the business combination is approved by a majority of continuing directors or if certain prescribed conditions are met assuring that we will receive fair market value in exchange for such business combination. In this context, a “business combination” includes mergers, asset sales and other material transactions resulting in a benefit to the interested shareholder or the adoption of a plan for our liquidation or dissolution; a “continuing director” is a member of our board of directors that is not an affiliate or associate of an interested shareholder and was a member of our board prior to such person becoming an interested shareholder; and an “interested shareholder” is any person (other than us or any of our subsidiaries, any employee benefit or other similar plan or any of our shareholders that received our shares in connection with our share exchange in 2000 prior to the listing of our shares on Nasdaq) that owns or has announced its intention to own, or with respect to any of our affiliates or associates, within the prior two years did own, at least 15% of our voting shares.




Appraisal Rights and Shareholder Suits





Amalgamation





The Companies Act provides that, subject to the terms of a company’s bye-laws, the amalgamation of a Bermuda company with another company requires the amalgamation agreement to be approved by the board of directors and at a meeting of the shareholders by seventy-five percent of the members present and entitled to vote at that meeting in respect of which the quorum shall be two persons holding or representing at least one-third of the issued shares of the company or class, as the case may be.





Our bye-laws alter the majority vote required and provide that any resolution submitted for the consideration of shareholders at any general meeting to approve a proposed amalgamation with another company requires the approval of two-thirds of the votes of disinterested shareholders cast at such meeting.





Under Bermuda law, in the event of an amalgamation of a Bermuda company, a shareholder who did not vote in favor of the amalgamation and who is not satisfied that fair value has been offered for such shareholder’s shares, may apply to a Bermuda court within one month of notice of the meeting of shareholders to appraise the fair value of those shares.





-117-





Class Actions and Derivative Actions





Class actions and derivative actions are generally not available to shareholders under Bermuda law. Under Bermuda law, a shareholder may commence an action in the name of a company to remedy a wrong done to the company where the act complained of is alleged to be beyond the corporate power of the company, or is illegal or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than those who actually approved it.





When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to a Bermuda court, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders, by other shareholders or by the company.





Capitalization of Profits and Reserves





Under our bye-laws, the board of directors may resolve to capitalize all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of our share premium account; and accordingly make that amount available for distribution among the shareholders who would be entitled to it if distributed by way of a dividend in the same proportions and on the footing that the same may be paid not in cash but be applied either in or towards:





·
paying up amounts unpaid on any of our shares held by the shareholders; or





·
payment up in full of our unissued shares, debentures, or other obligations to be allotted and credited as fully paid amongst such shareholders.





As a proviso to the foregoing, the share premium account may be applied only in paying up unissued shares to be issued to shareholders credited as fully paid, and provided, further, that any sum standing to the credit of a share premium account may only be applied in crediting as fully paid shares of the same class as that from which the relevant share premium was derived.





Registrar or Transfer Agent





Our transfer agent and branch registrar is Computershare Investor Services, LLC. In addition to a register held by Computershare Trust Company, N.A., a register of holders of the shares is maintained by Appleby in Bermuda located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.





Personal Liability of Directors and Indemnity





The Companies Act requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act further provides that any provision whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company, shall be void.





Every director, officer, resident representative and committee member shall be indemnified out of our funds against all liabilities, loss, damage or expense, including liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable, incurred or suffered by him as director, officer, resident representative or committee member; provided that the indemnity contained in the bye-laws will not extend to any matter which would render it void under the Companies Act as discussed above.




-118-





Our bye-laws also contain provisions for the advancement of funds to our directors, officers and other indemnified persons for expenses incurred in defending legal proceedings against them arising from the course of their duties. At our Annual General Meeting on June 11, 2008, our shareholders approved amendments to our bye-laws to provide more specifically that if any fraud or dishonesty on the part of the director, officer or other indemnified person concerned is proved, any such funds advanced to him or her must be repaid. These amendments conformed our bye-laws with changes to the Companies Act.





Material Contracts





We do not believe any of our outstanding contracts to be material to the operation of our company, taken as a whole.





Exchange Controls





Bermuda Law





We have been designated as a non-resident under the Exchange Control Act of 1972 by the Bermuda Monetary Authority. This designation will allow us to engage in transactions in currencies other than the Bermuda dollar.





The Registrar of Companies (Bermuda) has neither approved nor disapproved of the securities to which this document relates, nor passed on the accuracy or adequacy of this document and accepts no responsibility for the financial soundness of any proposals or the correctness of any statements made or opinions expressed with regard to such securities. Approvals or permissions received from the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or our creditworthiness.  Accordingly, in giving such approvals or permissions, the Bermuda Monetary Authority will not be liable for our performance or default or for the correctness of any opinions or statements expressed in this document.





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





There are no limitations on the rights of persons regarded as non-resident of Bermuda for foreign exchange control purposes owning our shares. Because we have been designated as a non-resident for Bermuda exchange control purposes, there are no restrictions on our ability to transfer funds, other than funds denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to non-Bermuda residents who are holders of our shares, other than in respect of local Bermuda currency.





Under Bermuda law, share certificates are only issued in the names of corporations, partnerships or individuals. In the case of an applicant acting in a special capacity, for example an executor or a trustee, certificates may, at the request of the applicant, record the capacity in which the applicant is acting.





Notwithstanding the recording of any such special capacity, we are not bound to investigate or incur any responsibility in respect of the proper administration of any such estate or trust.





We will take no notice of any trust applicable to any of our common shares whether or not we had notice of such trust.





·
As an “exempted company”, we are exempt from Bermuda laws which restrict the percentage of share capital that may be held by non-Bermudians. However, as an exempted company, subject to the Companies Act, we are generally not permitted to participate in most business transactions and activities of any kind or type conducted from within Bermuda, including those which involve land in Bermuda, except in furtherance of our business carried on outside Bermuda or under a license granted by the Minister of Finance of Bermuda.




-119-





Taxation





Bermuda Taxation





This summary is based on laws, regulations, treaty provisions and interpretations now in effect and available as of the date of this Form 20-F. The laws, regulations, treaty provisions and interpretations, however, may change at any time, and any change could be retroactive to the date of issuance of our common shares. These laws, regulations and treaty provisions are also subject to various interpretations, and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below.





We have received from the Minister of Finance a written undertaking under the Exempted Undertakings Tax Protection Act, 1966 (as amended) of Bermuda, to the effect that in the event of there being enacted in Bermuda any legislation imposing tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to us or to any of our operations or to our shares, debentures or other obligations until March 28, 2016. These assurances are subject to the proviso that they are not construed so as to prevent the application of any tax or duty to such persons as are ordinarily resident in Bermuda or to prevent the imposition of property taxes on any company owning real property or leasehold interests in Bermuda.





Currently there is no Bermuda withholding tax on dividends that may be payable by us in respect to the holders of our common shares. No income, withholding or other taxes or stamp duty or other duties are imposed upon the issue, transfer or sale of the shares or on any payment thereunder. There is no reciprocal income tax treaty affecting us exists between Bermuda and the United States.





As an exempted company, we and our Bermuda subsidiaries are liable to pay in Bermuda an annual government fee calculated on a sliding scale basis by reference to our and our Bermuda subsidiaries’ respective assessable capital, which is the aggregate of our and our Bermuda subsidiaries’ respective authorized share capital and the premium on our and our Bermuda subsidiaries’ respective issued shares. For each of the years 2010 and 2011, the applicable annual government fees were US$10,455.00 per year for us and US$1,995.00 per company per year for each of our two Bermuda subsidiaries. These amounts have already been paid.





Documents on Display





Where You May Find More Information





We are required to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, applicable to a foreign private issuer. We will file annually a Form 20-F no later than six months after the close of our fiscal year, which is December 31. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. We will furnish our shareholders with annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with International Financial Reporting Standards (“IFRS”). We may, although we are not obligated to do so, furnish our shareholders with quarterly reports by mail with the assistance of a corporate services provider, which may include unaudited interim financial information. We may discontinue providing quarterly reports at any time without prior notice to our shareholders.





Our reports and other information, when so filed, may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of such material may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.





These reports and other information may also be inspected at the offices of the NASDAQ Global Market, 1735 K Street, N.W., Washington, D.C. 20006.




-120-




ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK







Our activities expose us to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, and cash flow interest rate risk), credit risk and liquidity risk.  Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on our financial performance.





Risk management is carried out by a group of senior management personnel. This particular group identifies, evaluates and takes appropriate measures to alleviate financial risks in close co-operation with our operating units.  The board of directors provide direction for overall risk management, covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.





(a)           Market risk





(i)           Foreign exchange risk





We operate internationally and are exposed to foreign currency risk arising from various currency exposures, primarily with respect to the Chinese Renminbi (“RMB”).  Foreign currency risk arises from commercial transactions, recognised assets and liabilities and net investments in foreign operations.  A majority of our contracts with customers are denominated and priced in foreign currencies.  The conversion of these contract proceeds to USD could result in losses and reflects the foreign exchange risk assumed by us between contract signing and the conversion of cash into USD.





We have not engaged in foreign currency hedging activities.  Historically a majority (ranging between 98% to 99%) of the revenue is denominated in USD or is received in the Hong Kong Dollar (“HKD”), which is currently pegged to the USD, the RMB which historically remained relatively stable but strengthened during the past two years against the USD and the New Taiwan Dollar (“TWD”) which is relatively stable against USD.





We have certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.  Currency exposure arising from the net assets of our foreign operations is managed primarily through identification of the specific risks and taking appropriate measures to alleviate the risk.





At December 31, 2010, if the USD had weakened/strengthened by 3% (2009: 7%) against the RMB with all other variables held constant, profit for the year would have been $799 (2009: $701) higher/lower as a result of foreign currency gains/losses on translation of RMB denominated monetary assets and liabilities.





(ii)           Cash flow and fair value interest rate risk





We have no interest-bearing borrowings as of December 31, 2010 and 2009. Our exposure to changes in market interest rates is mainly attributable to our interest-bearing assets including term deposits with banks and cash and cash equivalents. As of December 31, 2010 and December 31, 2009, the term deposits with banks are all fixed interest rate instruments.





(iii)           Credit risk





Credit risk arises from investments in checking and savings accounts, debt securities issued by U.S. Treasury, term deposits with banks, available-for-sale securities, accounts receivable and receivables from sales representatives.





We maintain checking, money market accounts, term deposits with banks, debt securities issued by U.S. Treasury held in custody with banks and available-for-sale securities with high quality institutions.  We have a large number of customers, operate in different geographic areas and generally do not require collateral on accounts receivable or receivables from sales representatives. We generally collect in advance from customers in markets with higher credit risk. In addition, we are continuously monitoring the credit transactions and maintain impairment allowance where necessary.




-121-





Our maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.





Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit-rating agencies.  Accounts receivable and receivables from sales representatives that are neither past due nor impaired are substantially companies with a good collection track record with us.





In the year ended December 31, 2010 and December 31, 2009, we derived more than 90% of our revenue from customers in the Asia-Pacific region. We expect that a majority of our future revenue will continue to be generated from customers in this region. Future political or economic instability in the Asia-Pacific region could negatively impact our business.





(iv)           Liquidity risk





Cash flow forecasting is performed in our operating entities and aggregated by our finance personnel.  Our finance personnel monitor rolling forecasts of our liquidity requirements to ensure it has sufficient cash to meet operational needs.





We invest our excess cash in term deposits with commercial banks, U.S. Treasury securities and available-for-sale securities to generate income from interest received as well as capital gains, while the funds are held to support our business.





Generally, we hold securities with specified maturity dates such as U.S. Treasury Bills until their maturity.  We do not engage in buying and selling of securities with the objective of generating profits on short-term differences in price or for other speculative purposes.  Our objective is to invest to support our capital preservation strategy.





Our financial liabilities which consist of accounts payable and accrued liabilities are due within 12 months and their contractual undiscounted cash flows approximate their carrying amount as the impact of discounting is not significant.





(v)            Capital risk management





Our objectives when managing capital are to safeguard our ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.





In order to maintain or adjust the capital structure, we may return capital to shareholders and issue new shares.  Currently we have no external borrowings and are not subject to any externally imposed capital requirements.  We define the total equity as our capital.







ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES– (Not applicable)






PART II




All financial information contained in this document is expressed in United States Dollars, unless otherwise stated.






ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



– (Not applicable)




-122-




ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

– (Not applicable)






ITEM 15.
CONTROLS AND PROCEDURES






Evaluation of Disclosure Controls and Procedures





As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure.




Based on the foregoing, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2010, the end of the period covered by this report, our disclosure controls and procedures were effective.







Report of Management on Internal Control over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.




Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, Management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:




-
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;




-
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our board of directors; and




-
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




Management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2010 using the framework set forth in the report of the Treadway Commission’s Committee of Sponsoring Organizations (“COSO”), “Internal Control — Integrated Framework.”




Based on the foregoing, management has concluded that our internal control over financial reporting was effective as of December 31, 2010. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an audit report on our internal control over financial reporting, which is included herein.




-123-





Changes to Internal Controls




Management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that no such changes have occurred.








ITEM 15T.
CONTROLS AND PROCEDURES



- (Not applicable)









ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT




Our audit committee financial expert is Roderick Chalmers, an independent director. Our other two audit committee members are David F. Jones and James Watkins, who are also independent directors.









ITEM 16B.
CODE OF ETHICS




We have adopted a Code of Ethics that applies to our chief executive officer, chief financial officer, chief accounting officer or controller and other persons performing similar functions. Our Code of Ethics is available on our website at www.corporate.globalsources.com.




During 2010, the Company did not grant any waiver, including any implicit waiver, from any provision of the Code of Ethics to the chief executive officer, chief financial officer, chief accounting officer or controller or other person performing similar functions.









ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES




PricewaterhouseCoopers LLP served as our independent registered public accounting firm from August 2008.




The following table shows the aggregate audit fees, audit-related fees, tax fees and all other fees for the services provided by PricewaterhouseCoopers LLP for 2009 and 2010:




Year ended

December 31,2010


2009Audit fees

$
959,022


$
777,817Audit-related fees


142,459



-Total

$
1,101,481


$
777,817Tax fees


27,926



24,009All other fees


-



-Total fees

$
1,129,407


$
801,826




-124-




Audit fees include fees associated with the review of the Company’s annual financial statements and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.




There were no audit-related fees billed to the Company by PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2009. The audit-related fees billed to the Company by PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2010, primarily consisted of professional services in relation to the Company’s implementation of International Financial Reporting Standards.




Tax fees for year 2009 for tax compliance, tax advice and tax planning consisted of review of tax returns for five subsidiaries of the Company, filing of quarterly VAT returns for a subsidiary and permissible tax consulting and tax compliance advice. For year 2010 such fees consisted of review of tax returns for five subsidiaries of the Company, filing of Quarterly VAT returns for a subsidiary and permissible tax consulting and tax compliance advice.




Audit Committee’s Pre-approval Policies and Procedures




Our Audit Committee nominates and engages our independent auditors to audit our financial statements. Our Audit Committee also requires management to obtain the Audit Committee’s approval on a case-by-case basis before engaging our independent auditors to provide any audit or permitted non-audit services to us or our subsidiaries.








ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

(Not applicable)








ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS






Issuer purchases of equity securitiesPeriod
Total number of shares  purchased
Average price paid per share ( in U.S. Dollars)
Total number of shares purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programsDecember 1, 2008 to December 31, 2008
6,250,000
8.0
6,250,000
NilAugust 1, 2010 to August 31, 2010
11,121,000
9.0
11,121,000
Nil







On November 21, 2008, we commenced a tender offer for the purchase of up to 6.25 million of our common shares, or approximately 13.4% of our total common shares then outstanding, at a total purchase price of up to $50.0 million or $8.00 per share. The tender offer expired on December 19, 2008. Our common shares that were properly tendered and not properly withdrawn were greater than the number of shares that we offered to purchase. Consequently, we accepted for purchase on a pro rata basis 6.25 million of the shares properly tendered and not properly withdrawn by shareholders. We are holding the repurchased shares as treasury shares, which are disclosed as such on our balance sheet as of December 31, 2010.




On June 30, 2010, we commenced a tender offer for the purchase of up to 11,121,000 of our common shares, or approximately 24.9% of our total outstanding common shares as of April 30, 2010, at a total purchase price of up to $100,089,000 or $9.00 per share. The tender offer expired on July 28, 2010. Our common shares that were properly tendered and not properly





-123-
 -125-




withdrawn were greater than the number of shares that we offered to purchase. Consequently, we accepted for purchase on a pro rata basis 11,107,023 and on an “odd lot” basis 13,977 of the shares properly tendered and not properly withdrawn by shareholders. We are holding the repurchased shares as treasury shares, which are disclosed as such on our balance sheet as of December 31, 2010.









ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT - (Not applicable)







ITEM 16G.
CORPORATE GOVERNANCE – (Not applicable)









PART III




All financial information contained in this document is expressed in United States Dollars, unless otherwise stated.




ITEM 17.
FINANCIAL STATEMENTS




– (Not applicable)







ITEM 18.
FINANCIAL STATEMENTS




As provided in Item 8, the Company has presented financial statements in accordance with International Financial Reporting Standards in lieu of Item 18.




-126-




ITEM 19.
EXHIBITS





EXHIBIT INDEX







Exhibit No.
Description1.1
Memorandum of Association of the Company. *1.2
Bye-laws of the Company. *1.3
Amendments to the bye-laws of Global Sources Ltd., as approved at the May 6, 2002 Annual General Meeting of Shareholders. ++2.1
Specimen Certificate. *4.2
Form of executive officer employment agreement. *4.3
Employment Agreement dated November 1, 1999, by and between Trade Media Holdings Limited and Merle Hinrichs. *4.4
Amendment to Employment Agreement dated January 19, 2000, between Trade Media Holdings Limited and Merle Hinrichs. *4.5
Employment Agreement dated as of January 29, 2000, by and between LER Corporation and Merle Hinrichs. *4.6
Form of Restricted Stock Award and Agreement, dated as of January 29, 2000, by and between LER Corporation and Merle Hinrichs. *4.7
Amendment No.1 to Restricted Stock Award and Agreement dated as of February 29, 2000, by and between LER Corporation and Merle Hinrichs. *4.8
Form of The Global Sources Employee Equity Compensation Plan No. I. *4.9
Form of The Global Sources Employee Equity Compensation Plan No. II. *4.10
Form of The Global Sources Employee Equity Compensation Plan No. III. *4.18
Form of The Global Sources Employee Equity Compensation Plan No. IV. **4.19
Form of The Global Sources Employee Equity Compensation Plan No. V. **4.20
Form of The Global Sources Employee Equity Compensation Plan No. VI. ***4.21
Form of The Global Sources Employee Equity Compensation Plan No. VII. *****4.22
Global Sources’ Code of Ethics (approved and adopted by the Board of Directors on March 7, 2003). ###4.23
Form of The Global Sources Employee Equity Compensation Plan No. V (Amended). *****4.24
Placement Agency Agreement dated March 17, 2005, between the Company and W.R. Hambrecht & Co. LLC. ####4.25
Form of Purchase Agreement between the Company and certain purchasers of the common shares. ####4.26
Shenzhen International Chamber of Commerce Tower Subscription Agreement dated July 5, 2004 (English translation). ++++4.27
Real Estate Sales Contract of Shenzhen (Presale) dated August 31, 2004 (English translation). ++++4.28
Supplemental Agreement to the Contract on Purchasing Shenzhen International Commercial Chamber Center Premises dated August 31, 2004 (English translation). ++++4.29
Summary Table of Property Units and Payment Amounts. ++++4.30
Supplementary Agreement Concerning Alteration of Payment Method dated December 3, 2004 (English translation). ++++4.31
Sale and Purchase Agreement, dated May 24. 2006, by and between IDG Technology Venture Investment, Inc., Trade Media Holdings Limited and International Data Group, Inc. ~4.32
Call Option Deed Relating to Shares in HC International, Inc., dated May 24, 2006, between Trade Media Holdings Limited and other parties thereto. ~4.33
Call Option Deed Relating to Equity Interest in Beijing Huicong International Information Co., Ltd., dated May 24, 2006, between Trade Media Holdings Limited and HC Construction Co., Ltd. ~4.34
The Global Sources Ltd. Directors Purchase Plan (as of 5 November 2005). +++++4.35
The Global Sources Equity Compensation (2007) Master Plan. +++++4.36
The Global Sources Share Grant Award Plan. ++++++4.37
The Global Sources Retention Share Grant Plan. ++++++4.38
Sale and Purchase Agreement, dated December 10, 2007, by and between Global Sources Ltd., Trade Media Holdings Limited and IDG Technology Venture Investment III, L.P. +++++++4.39
The Global Sources Directors Share Grant Award Plan. ++++++++  -127-
  4.40
Directors Purchase Plan (updated effective as of January 1, 2009). ++++++++8.1
Subsidiaries of Global Sources Ltd.12.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.1
Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.13.2
Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.14.1
Consent of Independent Accountants for incorporation of their report filed with Form 6-K into the Company’s previously filed Registration Statements File No. 333-59058 and 333-62132. ****14.2
Changes in Registrant’s Certifying Accountant. +++14.3
Letter to the SEC from the Company pursuant to SEC Release No. 33-8070, dated April 9, 2002. ****14.4
Consent of Independent Accountants for incorporation of their report filed under Form 20-F into the Company’s previously filed Registration Statements File No. 333-104426, 333-59058, 333-138474, 333-114411 and 333-154960.14.5
Press release dated February 16, 2004 to announce the bonus share issue by Global Sources Ltd. ##14.6
Press release dated March 1, 2005 to announce the bonus share issue by Global Sources Ltd. #####14.7
Press release dated March 6, 2006 to announce the bonus share issue by Global Sources Ltd. ######14.8
Press release dated March 5, 2007 to announce the bonus share issue by Global Sources Ltd. #######14.9
Press release dated December 20, 2007 to announce the bonus share issue by Global Sources Ltd. ########14.10
Press release dated February 4, 2008 to announce share buyback program #########14.11
Press release dated February 12, 2009 to announce the bonus share issue by Global Sources Ltd. ##########14.12
Letter to Securities and Exchange Commission from the Company’s previous Independent Registered Public Accountants. ++++++++





___________________





*
Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on June 30, 2000.


**
Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on April 5, 2001.


***
Incorporated by reference to Form S-8 Registration Statement filed with the Securities and Exchange Commission on June 1, 2001.


****
Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on April 25, 2002.


~
Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on June 12, 2006 and confidential treatment requested (the confidential portions of such exhibits have been omitted and filed separately with the Securities and Exchange Commission)


*****
Incorporated by reference to Form S-8 Registration Statement filed with the Securities and Exchange Commission on April 10, 2003.


+
Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on April 30, 2002.


++
Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on May 6, 2002.


+++
Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on August 13, 2002.


++++
Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on May 13, 2005.


+++++
Incorporated by reference to Form S-8 Registration Statement filed with the Securities and Exchange Commission on November 7, 2006.




-128-




++++++
Incorporated by reference to form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on June 28, 2007.


+++++++
Incorporated by reference to form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on June 25, 2008.


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Incorporated by reference to form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on June 26, 2009.


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Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on May 5, 2003.


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Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on February 18, 2004.


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Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd. filed with the Securities and Exchange Commission on May 4, 2004.


####
Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on March 21, 2005.


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Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on March 8, 2005.


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Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on March 7, 2006.


#######
Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on March 7, 2007.


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Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on December 21, 2007.


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Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on February 5, 2008.


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Incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on February 12, 2009.





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SIGNATURE




The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.






GLOBAL SOURCES LTD.By:
/s/ Connie LaiConnie Lai,

Chief Financial Officer


Date: June 27, 2011