EXHIBIT 10.1

GLOBAL SOURCES LTD.
Canon's Court
22 Victoria Street
Hamilton HM 12, Bermuda

--------------

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held May 10, 2004

--------------

To Our Shareholders:

NOTICE IS HEREBY given that a general meeting of the shareholders of
Global Sources Ltd. (the "Company") will be held on May 10, 2004 at The Ritz
Carlton, Hong Kong, Chater Room II, Function Room Level B1, Connaught Road,
Central, Hong Kong, S.A.R. China at 10:15 a.m., local time, for the following
purposes:

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

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

3) To re-appoint Ernst & Young as the Company's independent auditors
until the next annual general meeting.

The foregoing matters are described more fully in the accompanying Proxy
Statement. While this Notice and Proxy Statement and the enclosed form of proxy
are being sent only to shareholders of record and beneficial owners of whom the
Company is aware as of March 29, 2004, all shareholders of the Company of record
on the date of the meeting are entitled to attend the Annual General Meeting.
The Company's audited financial statements for the year ended December 31, 2003
are included with the mailing of this Notice and Proxy Statement.

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

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

By order of the Board of Directors

ONG MEI LING,
Secretary
DATED: April 16, 2004
Hamilton, Bermuda

GLOBAL SOURCES LTD.
Canon's Court
22 Victoria Street
Hamilton HM 12, Bermuda

PROXY STATEMENT
For the Annual General Meeting of Shareholders
May 10, 2004

This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of GLOBAL
SOURCES LTD., a Bermuda corporation (the "Company"), for use at the annual
general meeting of shareholders of the Company to be held at The Ritz Carlton,
Hong Kong, Chater Room II, Function Room Level B1, Connaught Road, Central, Hong
Kong, S.A.R. China, on May 10, 2004 at 10:15 a.m., local time, and at any
adjournments or postponements thereof (the "Annual General Meeting"). Unless the
context otherwise requires, references to the Company includes Global Sources
Ltd. and its subsidiaries. The proxy is revocable by (i) filing a written
revocation with the Secretary of the Company prior to the voting of such proxy,
(ii) giving a later dated proxy, or (iii) attending the Annual General Meeting
and voting in person. Shares represented by all properly executed proxies
received prior to the Annual General Meeting will be voted at the meeting in the
manner specified by the holders thereof. Proxies that do not contain voting
instructions will be voted (i) FOR re-electing the two Directors retiring by
rotation; (ii) FOR fixing the number of Directors that comprise the whole Board
at nine (9), declaring any vacancies on the Board to be casual vacancies and
authorizing the Board to fill these vacancies on the Board as and when it deems
fit; and (iii) FOR re-appointing Ernst & Young as the Company's independent
auditors until the next annual general meeting. In accordance with Section 84 of
the Companies Act 1981 of Bermuda, the audited financial statements of the
Company for the period from January 1, 2003 to December 31, 2003, enclosed
herewith, will be presented at the Annual General Meeting. These statements have
been approved by the Board of the Company. There is no requirement under Bermuda
law that such statements be approved by shareholders, and no such approval will
be sought at the Annual General Meeting.

The Board has established March 29, 2004 as the date used to determine
those record holders and beneficial owners of common shares, US$.01 par value
per share (the "Common Shares"), to whom notice of the Annual General Meeting
will be sent (the "Record Date"). On the Record Date, there were 26,318,949
Common Shares outstanding. The holders of the Common Shares are entitled to one
vote for each Common Share held. On February 16, 2004, the Board approved a
one-for-ten share dividend to be paid to all shareholders of record at March 1,
2004, which shares were issued on April 1, 2004. All information in this proxy
statement regarding share ownership speaks as of the Record Date and does not
include such bonus shares issued after such date. The presence, in person or by
proxy, at the Annual General Meeting of at least two (2) shareholders entitled
to vote representing more than 50% of the outstanding Common Shares as of the
Record Date is necessary to constitute a quorum at the Annual General Meeting.
All matters presented at the Annual General Meeting require approval by a simple
majority of votes cast at the meeting. Only votes for or against a proposal
count. Votes which are withheld from voting on a proposal will be excluded
entirely and will have no effect in determining the quorum or the majority of
votes cast. Abstentions and broker non-votes count for quorum purposes only and
not for voting purposes. Broker non-votes occur when a broker returns a proxy
but does not have the authority to vote on a particular proposal. Brokers that
do not receive instructions are entitled to vote on the election of Directors
and the re-appointment of the auditors.

This Notice, Proxy Statement and enclosed form of proxy are first being
mailed on or about April 16, 2004.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning beneficial ownership
of Common Shares of the Company outstanding at March 29, 2004 (i) by each person
known by the Company to be the beneficial owner of more than five percent of its
outstanding Common Shares, (ii) by each Director (and Director nominee) and
executive officer of the Company and (iii) by all Directors and executive
officers of the Company as a group. Unless otherwise indicated, the address of
all Directors and officers is: 1 Sims Lane #08-01 Singapore 387355.

Percentage
Of
Name and Address of Beneficial Owner(1) Shares Beneficially Owned Class(2)
- --------------------------------------- ------------------------- ----------

Hung Lay Si Co. Ltd............................................. 2,368,256(3)(4) 9.0%
P.O. Box 219GT,
British American Centre
Georgetown, Cayman Islands

Merle A. Hinrichs............................................... 17,688,057(4) 67.2%
23/F, Vita Tower
29 Wong Chuk Hang Road
Hong Kong

Harrington Trust Ltd............................................ 2,176,926(5) 8.3%
Argyle House
41 Cedar Avenue
P.O. Box HM 1179
Hamilton HM EX
Bermuda

Jeffrey J. Steiner.............................................. 333,461(6) 1.3%

Eddie Heng Teng Hua *

J. Craig Pepples *

Bill Georgiou *

Sarah Benecke *

David F. Jones *

Roderick Chalmers *

Dr. Lynn Hazlett *

All Directors, Director Nominees and Executive Officers as a
Group (9 persons)............................................ 18,109,447(7) 68.8%

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

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

(2) Based upon 26,318,949 Common Shares outstanding at March 29, 2004.

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

The Quan Gung 1986 Trust (through Hung Lay Si Co. Ltd., its wholly owned
subsidiary) beneficially owns 2,368,256 Common Shares, or approximately
9.0% of the Company's Common Shares, or approximately 67.2% of the
Company's Common Shares (see Note (4) below). The Quan Gung 1986 Trust was
formed under the laws of the Island of Jersey. Counsel to the trustee has
informed us that, by virtue of the terms of the Trust and the laws of the
Island of Jersey, the trustee cannot make disclosure of the names of the
beneficiaries or settlor of the Trust in breach of the obligations placed
on it and in accordance with its duties of confidentiality. Accordingly,
you may never know the identity of the beneficiaries or settlors of the
Quan Gung 1986 Trust.

(4) Pursuant to a Sale Agreement by and among Merle A. Hinrichs, Hung Lay Si
Co. Ltd. and Hill Street Trustees Limited, dated November 27, 2003 (the
"Sale Agreement"), Hung Lay Si Co. Ltd. has a right of first refusal in
respect of 17,675,353 Common Shares, or 67.2% of the Company's outstanding
Common Stock, 13,667,132 of which were sold by it to Mr. Hinrichs on
November 27, 2003. Pending payment by Mr. Hinrichs of the purchase price
for the shares to Hung Lay Si Co. Ltd. as set forth under "Change in
Control" below, Hung Lay Si Co. Ltd. has a security interest in the Common
Shares purchased from it by Mr. Hinrichs and the other Common Shares owned
by Mr. Hinrichs. See "Change in Control" below. In addition, Mr. Hinrich
is also required to pay to Hung Lay Si Co. Ltd. 50% of any cash dividend
payments made on any of the Common Shares purchased from Hung Lay Si Co.
Ltd., to the extent those shares are pledged to Hung Lay Si Co. Ltd. to
secure Mr. Hinrich's obligation to pay the purchase price. Additionally,
Mr. Hinrichs is required to obtain the prior written consent of Hung Lay
Si Co. Ltd. prior to selling any of the Common Shares in which Hung Lay Si
Co. Ltd. has a security interest, which consent may only be withheld if
Hung Lay Si Co. Ltd. reasonably believes that its security interest is
jeopardized by such sale. Hung Lay Si Co. Ltd. may be deemed to be the
beneficial owner of the 17,675,353 shares in which it has a right of first
refusal and a security interest under Securities and Exchange Commission
rules.

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

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

(7) Includes (a) 7,800 Common Shares held by Ron Koyich, Ms. Benecke's spouse,
of which Ms. Benecke disclaims beneficial ownership, and (b) 333,461
Common Shares owned directly or beneficially by The Steiner Group LLC. Mr.
Jeffrey J. Steiner, a Director of the Company, is the sole manager of The
Steiner Group LLC, and as such may be deemed to beneficially own the
Common Shares owned directly or beneficially by The Steiner Group LLC. Mr.
Steiner disclaims beneficial ownership of shares owned by The Steiner
Group LLC, the Jeffrey Steiner Family Trust and shares owned by him as
custodian for his children. The Steiner Group LLC is a Delaware limited
liability company. The members are Jeffrey J. Steiner (with a 20%
membership interest) and the Jeffrey Steiner Family Trust (with an 80%
membership interest). The Jeffrey Steiner Family Trust is a trust created
for the benefit of the issue of Jeffrey J. Steiner.

A change in control of the Company occurred on November 27, 2003. On that
date, Mr. Hinrichs purchased 13,667,132 Common Shares from Hung Lay Si Co. Ltd.
After giving effect to this purchase, Mr. Hinrichs owns approximately 67.2% of
the outstanding Common Shares. As consideration for the purchase of the Common
Shares, Mr. Hinrichs has agreed to pay to Hung Lay Si Co. Ltd. $109,337,056,
payable on the earliest of (i) November 27, 2013, (ii) the date of Mr. Hinrichs'
death and (iii) the day before the date on which Mr. Hinrichs becomes subject to
proceedings under any bankruptcy or insolvency laws applicable to him. Mr.
Hinrichs also has the right to prepay such amount at any time. Pending payment
of such amount, Hung Lay Si Co. Ltd. will have a security interest in the Common
Shares purchased from it by Mr. Hinrichs.

PROPOSAL NO. 1

ELECTION OF DIRECTORS ELIGIBLE BY ROTATION

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

Unless authority is specifically withheld, proxies will be voted for the
election of the nominees named below, to serve for a three-year term and until
their successors have been duly elected and have qualified. Directors shall be
elected by a majority of the votes cast, in person or by proxy, at the Meeting.
The remaining Directors will continue to serve until they are retired by
rotation at the 2005 Annual General Meeting of Shareholders of the Company and
the 2006 Annual General Meeting of Shareholders of the Company.

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

First Year Became
Name a Director
- ---- ----------

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

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

Ms. Benecke has been a Director of the Company since April 2000, and,
since 1993, has been a director of Trade Media Holdings Ltd., a Cayman Islands
corporation wholly-owned by the Company ("Trade Media"). Ms. Benecke was the
Company's principal executive officer from January 1994 through August 1999. She
joined the Company in May 1980 and served in numerous positions, including
publisher from 1988 to December 1992 and chief operating officer in 1993. Ms.
Benecke is also a director of Hintak Ltd. (Hong Kong). She graduated with a B.A.
from the University of New South Wales, Australia.

The names and certain information of the Directors whose terms expire at
the 2005 and 2006 Annual General Meeting of Shareholders of the Company are set
forth below:

First Year Became Year Term
Name a Director Expires
- ---- ---------- -------
David F. Jones................. 2000 2005
Dr. H. Lynn Hazlett............ 2000 2005
Merle A. Hinrichs.............. 2000 2006
Roderick Chalmers.............. 2000 2006
Jeffrey J. Steiner............. 1999 2006

Mr. Jones has been a Director of the Company since April 2000. Mr. Jones
was an executive at MacQuarie Direct Investment, a venture capital firm in
Sydney, Australia from 1994 to August 1999. He founded and ran UBS Capital in
Australia from July 1999 to September 2003. He is currently a director of the
following companies: Castle Harlan Australian Mezzanine Partners Pty. Limited,
an Australian buyout firm; Otowa Pty Ltd.; Sheridan Australia Pty Ltd., Austar
United Ltd., New Price Retail and Penrice Soda Products Pty Ltd. Mr. Jones has
an MBA from Harvard Business School and is a mechanical engineering graduate
from the University of Melbourne.

Dr. Hazlett has been a Director since October 2000. He was a former chief
executive officer and president of QRS Corporation, a leading U.S.-based
provider of supply chain management solutions to the retail industry, until his
retirement in 2000. He previously managed Supply Chain Associates, an
international consulting firm until 1997. Prior to that he was corporate vice
president at VF Corporation, a U.S. apparel company, from 1989 to 1994. Dr.
Hazlett has a doctorate in Economics and Automated Systems from George
Washington University.

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

Mr. Chalmers has been a Director of the Company since October 2000. He was
chairman, Asia-Pacific, of PricewaterhouseCoopers ("PwC") and a member of PwC's
Global Management Board from 1998 until his retirement in July 2000. He is a
30-year veteran with PwC 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 Securities and Futures Commission, a
member of the Takeovers and Mergers Panel, and chairman of the Working Group on
Financial Disclosure. He is a director of Gasan Group Limited (Malta) and of
Gasan Mamo Insurance Co. Ltd. (Malta).

Mr. Steiner has been a Director of the Company since November 1999. Mr.
Steiner also has been a director of The Fairchild Corporation ("Fairchild")
since 1985. He has been the chairman of the board and chief executive officer of
Fairchild since December 1985. Mr. Steiner was president of Fairchild from July
1991 to September 1998.

In 2003, Mr. Jeffrey Steiner was convicted in France on a charge of
unjustified use (in 1990) of the corporate funds of Elf Acquitaine, which is a
criminal offense in France. Mr. Steiner was given a suspended sentence of one
year and ordered to pay a fine of (euro)500,000 by the French court.

Committees of the Board

The Company has a separately-designated standing audit committee (the
"Audit Committee") established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended. The members of the Audit Committee
are David Jones, Roderick Chalmers and Lynn Hazlett. None of the Audit Committee
members is an "affiliate" of the Company.

The Audit Committee's charter, a copy of which is attached hereto as Annex
A, provides that the Audit Committee shall consist of at least three members,
all of whom shall, in the opinion of the Board, be "independent" in accordance
with the requirements of the SEC and Nasdaq. Members of the Audit Committee
shall be considered independent if they have no relationship to the Company
which, in the opinion of the Board of Directors, would interfere with the
exercise of his or her judgment independent of the Company's management.

The primary functions of the Audit Committee consist of:

a. Ensuring that the affairs of the Company are subject to effective
internal and external independent audits and control procedures;

b. Approving the selection of internal and external independent
auditors annually,

c. Reviewing all Forms 20-F, prior to their filing with the SEC.

d. Conducting appropriate reviews of all related party transactions for
potential conflict of interest situations on an ongoing basis and
approving such transactions, if appropriate.

The Audit Committee held four meetings in the fiscal year ended December
31, 2003.

The Board has also established an executive committee, and Merle Hinrichs
and Eddie Heng serve as members thereof. The executive committee acts for the
entire Board between Board meetings.

Board Meetings

The Board held a total of four meetings during the fiscal year ended
December 31, 2003. None of the incumbent Directors attended fewer than 75% of
the aggregate of the total number of Board meetings and the total number of
meetings held by all committees of the Board on which (s)he served.

Recommendation of the Board of Directors

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

MANAGEMENT

Executive Officers of the Company

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

Name Position
- ---- --------
J. Craig Pepples........................... Chief Operating Officer
Bill Georgiou.............................. Chief Information Officer

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

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

Compensation of Directors and Executive Officers

For the year ended December 31, 2003, the Company and its subsidiaries
provided its nine Directors and executive officers as a group aggregate
remuneration, pension contributions, allowances and other benefits of
approximately $2,370,591, including the non-cash compensation of $301,013
associated with the share award and equity compensation plans. Of that amount,
$195,000 was paid under a performance based, long-term discretionary

bonus plan which the Company implemented in 1989 for members of its senior
management. Under the plan, members of senior management may, at the discretion
of the Company, receive a long-term discretionary bonus payment. The awards,
which are payable in either five or ten years time, are paid to a member of
senior management if his or her performance is satisfactory to the Company.
There are five current members of senior management and four former members of
senior management who may receive payments on maturity.

In 2003, the Company and its subsidiaries incurred $30,079 in costs to
provide pension, retirement or similar benefits to their respective officers and
Directors pursuant to the Company's retirement plan and pension plan.

Employment Agreements

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

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Until November 27, 2003, Hung Lay Si Co. Ltd. was the Company's
controlling shareholder. However, a change in control of the Company occurred on
November 27, 2003. On that date, Mr. Hinrichs purchased 13,667,132 Common Shares
from Hung Lay Si Co. Ltd. After giving effect to this purchase, Mr. Hinrichs
owns approximately 67.2% of the outstanding Common Shares. As consideration for
the purchase of the Common Shares, Mr. Hinrichs has agreed to pay to Hung Lay Si
Co. Ltd. $109,337,056, payable on the earliest of (i) November 27, 2013, (ii)
the date of Mr. Hinrichs' death, and (iii) the day before the date on which Mr.
Hinrichs becomes subject to proceedings under any bankruptcy or insolvency laws
applicable to him. Mr. Hinrichs also has the right to prepay such amount at any
time. On December 31, 2003, the Company had $11,404,000 in net intercompany
obligations due to Hung Lay Si Co. Ltd. The intercompany obligations due to Hung
Lay Si Co. Ltd. arose from:

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

o allocations of operating expenses from Hung Lay Si Co. Ltd. and its
affiliates to us prior to year 2000.

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

We lease approximately 90,157 square feet of our office facilities from
our former affiliated companies under cancelable and non-cancelable operating
leases and incur building maintenance services fees to those former affiliated
companies. We incurred rental and building services expenses of $756,428 during
the year ended December 31, 2003. We also receive legal, secretarial and
treasury management consultancy services from our former affiliated companies.
The expenses incurred for these services during the year ended December 31, 2003
totaled $258,677.

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

On March 20, 2002, the credit facility was renewed for $10.0 million for
one year subject to the same terms and conditions as applicable to the original
facility. We did not draw on that facility during the year 2002.

On March 7, 2003 the credit facility was renewed for $10.0 million for a
further one year period subject to the same terms and conditions as applicable
to the original facility. We did not draw on the credit facility during the year
2003 and we did not renew the credit facility for 2004.

We also hold a Documentary Credit facility with the Hongkong and Shanghai
Banking Corporation Limited, for providing documentary credits to our suppliers.
As of December 31, 2002, this facility had a maximum limit of $0.8 million. One
of our former fellow subsidiaries has guaranteed our obligations under the
credit facility. This facility was renewed on June 27, 2003 for a maximum of
$576,923 and, at the time of renewal, the guarantee given by our former fellow
subsidiary was released. The largest amount outstanding under this facility
during the 2003 fiscal year, prior to the renewal date, was $474,810.

For further information on these transactions, see notes to our audited
consolidated financial statements enclosed herewith.

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

PROPOSAL NO. 2

FIXING BOARD SIZE AND TREATMENT OF VACANCIES

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

Change of Size of the Board

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

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

Authorization of Directors to Fill Casual Vacancies

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

Recommendation of the Board of Directors

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

PROPOSAL NO. 3

APPOINTMENT OF INDEPENDENT AUDITORS

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

Audit Fees

Audit fees billed to the Company by Ernst & Young for the fiscal years
ended December 31, 2002 and December 31, 2003, for review of the Company's
annual financial statements, review of the Company's quarterly financial
statements filed with the SEC and services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years, totaled approximately $141,309 and $203,790,
respectively.

Audit-Related Fees

There were no audit-related fees billed to the Company by Ernst & Young
for the fiscal years ended December 31, 2002 and December 31, 2003 for assurance
and related services by Ernst & Young.

Tax Fees

There were no tax fees to the Company for the fiscal year ended December
31, 2002. Tax fees to the Company for the fiscal year ended December 31, 2003,
for tax compliance, tax advice and tax planning, totaled approximately $3,000
and consisted of preparation of tax returns and filing fees for a subsidiary.

All Other Fees

Fees billed to the Company by Ernst & Young during the fiscal year ended
December 31, 2002 and December 31, 2003, for products and services not included
in the foregoing categories, totaled approximately $27,917 and $94,036,
respectively, and consisted mainly of cyber process certification for the
Company's management's assertions on the computation of the number of Community
membership, security consultancy services for the review of network
infrastructure, mail server review and outsourced security management services.

The audit committee has approved 100% of the services described above
under Tax Fees and All Other Fees.

Recommendation

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

SOLICITATION STATEMENT

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

OTHER MATTERS

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

SHAREHOLDER PROPOSALS

In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next annual meeting of shareholders of the
Company, shareholder proposals for such meeting must be submitted to the Company
no later than December 17, 2004. Shareholder proposals may only be submitted by
shareholders or nominee holders that hold of record at least 1% of the Company's
Common Shares entitled to vote on such matter.

AUDITED FINANCIAL STATEMENTS

The Company has sent, or is concurrently sending, all of its shareholders
of record as of the Record Date a copy of its audited financial statements for
the fiscal year ended December 31, 2003.

By Order of the Company,

ONG MEI LING,
Secretary
Dated: Hamilton, Bermuda
April 16, 2004

Annex A

Audit Committee Charter

for

Global Sources Ltd.

- --------------------------------------------------------------------------------

Mission Statement

The Audit Committee will review the financial reporting process, the system of
internal control, the audit process, and the Company's process for monitoring
compliance with laws and regulations and with the code of conduct. In performing
its duties, the Audit Committee will maintain effective working relationships
with the Board of Directors (and assist it with its oversight responsibilities),
management, and the external auditors. To effectively perform his or her role,
each Audit Committee member will obtain an understanding of the detailed
responsibilities of Committee membership as well as the Company's business,
operations, and risks.

Composition

The Audit Committee shall be composed of a minimum of three directors, each of
whom shall be, in the opinion of the Board, independent as defined by the
Securities and Exchange Commission ("SEC") and Nasdaq regulations. Each member
shall be free from any relationship that would, in the Board's opinion,
interfere with the exercise of his or her judgment independent of the Company's
management. No member shall have participated in the preparation of the
financial statements of the Company or any of its subsidiaries at any time
during the past three years.

The members of the Audit Committee shall have a working familiarity with basic
finance and accounting practices and shall be able to read and understand
fundamental financial statements, including a company's balance sheet, income
statement and cash flow statement. At least one member of the Committee shall
have past accounting/ financial management related expertise as required by SEC
and Nasdaq regulations.

No one may serve as a member of the Audit Committee if he/she or anyone in
his/her immediate family is an officer or employee of the Company (or any of its
affiliates) or has been an officer of employee of the Company (or any of its
affiliates) in the last three years; or if he/she is an executive officer of an
organization for whose audit committee any executive officer of the Company
serves as a member.

If a member (or any organization in which such member is a partner, controlling
shareholder or executive officer) has (or in the last three years, has had) a
business relationship with the Company (including a commercial, industrial
banking, consulting, legal, accounting or other relationship), the Board of
Directors shall specifically determine that, in the Board of Directors' best
judgment, such business relationship does not interfere with the member's
exercise of independent judgment. In making this determination, the Board of
Directors shall consider, among other things, the materiality of the
relationship with the Company and to the member and, if applicable, to the
organization with which the member is affiliated.

Organization

Subject to the approval of the Board of Directors of the Company, in seeking to
fulfill the above objectives the Audit Committee shall have the following powers
and duties. The Audit Committee shall:

o Be governed in accordance with the Bye-Laws of the Company;

o Appoint a Chairman of the Committee (the "Chairman");

o Authorize investigations, and hire independent counsel and accountants to
assist in investigations, as it determines necessary to carry out its
duties;

A-1

o Provide for funding for advisors and ordinary administrative expenses of
the Audit Committee that the Committee deems necessary or appropriate;

o Have the power and authority to take all other actions it deems
appropriate consistent with this Charter, the Company's Bye-laws and
governing law, as the Committee or the Board deems necessary or
appropriate;

o Meet with the independent accountants at least twice during each year at
the call of the Chairman and at such other times that the Chairman may
deem necessary or appropriate for any reason including a request of the
independent accountants; and

o Review this Charter annually.

Roles and Responsibilities

Internal Control

o Evaluate whether management is setting the appropriate tone at the top by
communicating the importance of internal control and ensuring that all
individuals possess an understanding of their roles and responsibilities;

o Focus on the extent to which external auditors review computer systems and
applications, the security of such systems and applications, and the
contingency plan for processing financial information in the event of a
systems breakdown;

o Gain an understanding of whether internal control recommendations made by
external auditors have been implemented by management; and

o Ensure that the external auditors keep the Audit Committee informed about
fraud, illegal acts, deficiencies in internal controls, and certain other
matters.

Financial Reporting

General

o Review significant accounting and reporting issues, including recent
professional and regulatory pronouncements, and understand their impact on
the financial statements;

o Obtain an understanding of the key areas of significant business and
financial risk, and

o Ask management and external auditors about significant business and
financial risks and exposures and the plans to minimize such risks.

Annual Financial Statements

o Review the annual financial statements and determine whether they are
complete and consistent with the information known to the Audit Committee,
and assess whether the financial statements reflect appropriate accounting
principles;

o Pay particular attention to complex and/ or unusual transactions such as
restructuring charges and derivative disclosures;

o Focus on judgmental areas such as those involving valuation of assets and
liabilities, including, for example, the accounting and disclosure of
environmental liability; litigation reserves; and other commitments and
contingencies;

A-2

o Meet with management and the external auditors to review the financial
statements and the results of the audit;

o Consider management's handling of proposed audit adjustments identified by
the external auditors;

o Review the MD&A and other sections of the annual report before its release
and consider whether the information is adequate and consistent with
members' knowledge about the Company and its operations;

o Ensure that the external auditors communicate certain required matters to
the Audit Committee; and

o Recommend to the Board of Directors the amendment or approval for issuance
of the annual financial statements.

Interim Financial Statements

o Be briefed on how management develops and summarizes quarterly financial
information, the extent of internal audit involvement, the extent to which
the external auditors review quarterly financial information, and whether
that review is performed on a pre-or post-issuance basis;

o Meet with management and, if a pre-issuance review was completed, with the
external auditors, either telephonically or in person, to review the
interim financial statements and the results of the review;

o To gain insight into the fairness of the interim statements and
disclosures, obtain explanations from management and from the external
auditors on whether:

o Actual financial results for the quarter or interim period varied
significantly from budgeted or projected results;

o Changes in financial ratios and relationships in the interim
financial statements are consistent with changes in the Company's
operations and financing practices;

o Generally accepted accounting principles have been consistently
applied;

o There are any actual or proposed changes in accounting or financial
reporting practices;

o There are any significant or unusual events or transactions, and
that these have been appropriately disclosed;

o The Company's financial and operating controls are functioning
effectively;

o The Company has complied with the terms of loan agreements,
covenants, restrictions or security indentures and all regulatory
restrictions and requirements; and

o The interim financial statements contain adequate and appropriate
disclosures.

o Ensure that the external auditors communicate matters to the Committee
that are required to be communicated pursuant to SEC or Nasdaq
regulations.

Compliance with Laws and Regulations

o Review the effectiveness of the system for monitoring compliance with laws
and regulations and the results of management's investigation and
follow-up (including disciplinary action) on any fraudulent acts or
accounting irregularities;

o Periodically obtain updates from management, general counsel, and tax
director regarding compliance;

A-3

o Be satisfied that all regulatory compliance matters have been considered
in the preparation of the financial statements; and

o Review the findings of any examinations by regulatory agencies such as the
SEC.

Compliance with Code of Conduct

o Ensure that a code of conduct is formalized in writing and that all
employees are aware of it;

o Evaluate whether management is setting the appropriate tone at the top by
communicating the importance of the code of conduct and the guidelines for
acceptable business practices;

o Review the program for monitoring compliance with the code of conduct; and

o Periodically obtain updates from management and general counsel regarding
compliance.

Internal Audit

Review the activities and the effectiveness of management in establishing and
maintaining adequate internal controls for financial reporting, and considering
from time to time the appropriateness or otherwise of establishing an Internal
Audit function.

External Audit

o As the representatives of the Board of Directors of the Company and the
shareholders, have the sole authority regarding, and be directly
responsible for (a) the selection of the independent auditing firm for the
shareholders of the Company to appoint or re-appoint, in accordance with
and so long as required by Bermuda law, (b) review the performance of the
external auditors; and (c) the compensation, oversight and termination of,
as well as funding for, the independent auditors for the purpose of
preparing or issuing an audit report as related work, or any non-audit
work, subject, if applicable, to shareholder ratification;

o Annually request a formal written statement from the independent auditors
delineating all relationships between the independent auditors and the
Company, including fees paid by the Company to the independent auditors,
in accordance with SEC and Nasdaq regulations;

o Actively engage in a dialogue with the independent auditors regarding all
relationships between the auditors and the Company's management that, in
the Committee's judgment, may impact on the objectivity an independence of
the auditors;

o Review and confirm the independence of the external auditors by reviewing
the non-audit services provided and the auditors' assertion of their
independence in accordance with professional standards, and take
appropriate action in response to the independent auditors' report to
satisfy itself of the auditors' independence;

o Review the external auditors' proposed audit scope and approach;

o Ensure that significant findings and recommendations made by the external
auditors are received and discussed on a timely basis;

o Resolve disagreements between management and the auditor regarding
financial reporting; and

o Have the external auditors report directly to the Audit Committee.

A-4

Conflicts of Interest

o Conduct an appropriate review of all related party transactions for
potential conflict of interest situations on an ongoing basis, and approve
such transactions, if appropriate.

Other Responsibilities

o Meet with the external auditors and management in separate executive
sessions to discuss any matters that the Audit Committee or these groups
believe should be discussed privately;

o Review, with the Company's counsel, any legal matters that could have a
significant impact on the Company's financial statements;

o Review the policies and procedures in effect for considering officers'
expenses and perquisites;

o If necessary, institute special investigations and, if appropriate, hire
special counsel or experts to assist;

o Perform other oversight functions as requested by the full Board of
Directors; and

o Review and update the Charter; receive approval of changes from the Board
of Directors.

Reporting Responsibilities

o Regularly update the Board of Directors about Audit Committee activities
and make appropriate recommendations.

A-5

THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY Please
THE UNDERSIGNED SHAREHOLDER. UNLESS OTHERWISE SPECIFIED, Mark Here
THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3. for Address |_|
Change or
Comments
SEE REVERSE SIDE

To convene the Annual General Meeting ("AGM") of the Company on Monday, May 10,
2004 at 10:15 a.m. Local Time at The Ritz Carlton, Hong Kong, Chater Room II,
Function Room Level B1, Connaught Road, Central, Hong Kong, S.A.R. China, for
the following purposes:

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

01 Eddie Heng Teng Hua, 02 Sarah Benecke

FOR WITHHOLD
ALL NOMINEES FROM ALL NOMINEES

|_| |_|

________________________________________________________________________________
To withhold authority to vote for any nominee(s), print name(s) above.

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

FOR AGAINST ABSTAIN

|_| |_| |_|

3. To re-appoint Ernst & Young as the Company's independent auditors until
the next annual general meeting.

FOR AGAINST ABSTAIN

|_| |_| |_|

Dated:____________________________________________________________________, 2004

________________________________________________________________________________
Signature

________________________________________________________________________________
Signature if held jointly

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

- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^

GLOBAL SOURCES LTD.

Proxy for Annual General Meeting of Shareholders
May 10, 2004

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Global
Sources Ltd., a Bermuda corporation, does hereby constitute and appoint Ong Mei
Ling, Sarah Benecke and each of them, with full power to act alone and to
designate substitutes, the true and lawful attorneys and proxies of the
undersigned for and in the name, place and stead of the undersigned, to vote all
Common Shares of Global Sources Ltd. which the undersigned would be entitled to
vote if personally present at the 2004 Annual General Meeting of Shareholders of
Global Sources Ltd. to be held at at The Ritz Carlton, Hong Kong, Chater Room
II, Function Room Level B1, Connaught Road, Central, Hong Kong, S.A.R. China, on
Monday, May 10, 2004 at 10:15 a.m., local time, or at any adjournment or
adjournments thereof.

The undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of a copy of the Notice of Annual General Meeting and Proxy
Statement, both dated April 16, 2004, and a copy of the Company's audited
financial statements for the fiscal year ended December 31, 2003.

(To Be Dated And Signed On Reverse Side)

________________________________________________________________________________
Address Change/Comments (Mark the corresponding box on the reverse side)
________________________________________________________________________________

________________________________________________________________________________

- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^