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As filed with the Securities and Exchange Commission on March 5, 2015
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Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
GLOBAL SOURCES LTD.
(Exact name of registrant as specified in its charter)
___________________
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Bermuda
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[Not Applicable]
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Canon’s Court
22 Victoria Street
Hamilton, HM 12, Bermuda
(441) 295-2244
(Address of Principal Executive Offices)
_______________
Global Sources Equity
Compensation (2007) Master Plan
(Full title of the plan)
_______________
James J. Clark, Esq.
Stuart G. Downing, Esq.
Cahill Gordon & Reindel llp
80 Pine Street
New York, New York 10005
(Name and address of agent for service)
(212) 701-3000
(Telephone number, including area code, of agent for service)
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Copies to:
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James J. Clark, Esq.
Stuart G. Downing, Esq.
Cahill Gordon & Reindel llp
80 Pine Street
New York, New York 10005
(212) 701-3000
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James Bodi, Esq.
Appleby (Bermuda) Limited
Canon’s Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX, Bermuda
(441) 295-2244
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
(Do not check if a
smaller reporting company)
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Smaller reporting company o
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CALCULATION OF REGISTRATION FEE
Title of securities to be registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of registration
fee (2)(3)
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Common Shares, par value $0.01 per share
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2,849,269 (4)
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$5.58
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$15,898,921
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$1,847.45
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______________________
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional securities to be offered or issued from stock splits, stock dividends or similar transactions.
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(2)
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Computed in accordance with Rule 457(h) under the Securities Act, by averaging the high and low sales prices of the Registrant’s common shares reported on the Nasdaq Global Select Market for February 27, 2015.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act. Pursuant to Rule 457(p) under the Securities Act, this fee is fully offset by a registration fee of $22,393 which was previously paid in connection with Global Sources Ltd.’s prior registration statement on Form F-3, (SEC file no. 333-177577), filed on October 28, 2011 (the “Prior Registration Statement”). No securities were sold under the Prior Registration Statement.
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(4)
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Represents common shares of par value $.01 each issuable pursuant to the Global Sources Equity Compensation (2007) Master Plan.
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EXPLANATORY NOTE
Global Sources Ltd. has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act, to register an additional 2,849,269 common shares of par value $.01 each authorized for issuance under the Global Sources Equity Compensation (2007) Master Plan (amended and restated effective as of January 1, 2014) (the “Plan”). A registration statement on Form S-8 (File No. 333-138474) was filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2006, covering the registration of 3,000,000 common shares of par value $.01 each authorized for issuance under the Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 2,849,269 shares under the Plan. Pursuant to such Instruction E, the contents of the registration statement on Form S-8 (File No. 333-138474) are incorporated herein by reference and updated with the information furnished in Part II of this Registration Statement below.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6.Indemnification of Directors and Officers.
The Companies Act 1981 of Bermuda (as amended) (the “Companies Act”) requires every officer, including directors, of a Bermuda company in exercising powers and discharging duties, to act honestly and 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 a Bermuda company may in its bye-laws or in any contract or arrangement between the company and any officer, or any person employed by the company as auditor, exempt such officer or person from, or indemnify him in respect of, any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the officer or person may be guilty in relation to the company or any subsidiary thereof, but any provision whether contained in the bye-laws of a Bermuda company or in any contract or arrangement between the company and any officer, including a director, 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.
Under our bye-laws, every director, officer, resident representative and committee member shall be indemnified out of our funds against all liabilities, loss, damage or expense, including but not limited to 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.
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.
Item 8.Exhibits.
The exhibits listed in the Exhibit Index are filed as part of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Hong Kong Special Administrative Region of the People’s Republic of China on March 5, 2015.
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GLOBAL SOURCES LTD.
By: /s/ Connie Lai
Name: Connie Lai
Title: Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT each person whose signature appears below does hereby constitute and appoint Merle A. Hinrich, Spenser Au, Connie Lai and Chan Hoi Ching, and each of them, as his or her true and lawful attorney-in-fact and agent and in his or her name, place, and stead, and in any and all capacities, to sign his or her name to the Registration Statement of Global Sources Ltd., a Bermuda company, on Form S-8 under the Securities Act of 1933, and to any and all amendments or supplements thereto (including any post-effective amendments, including any registration statement filed under Rule 462(b) under the Securities Act of 1933), with all exhibits thereto and other documents in connection therewith and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully and to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Merle A. Hinrich
Merle A. Hinrich
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Executive Chairman of the Board; Director
(a principal executive officer)
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March 5, 2015
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/s/ Spenser Au
Spenser Au
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Chief Executive Officer
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March 5, 2015
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/s/ Connie Lai
Connie Lai
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Chief Financial Officer (principal financial officer and principal accounting officer)
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March 5, 2015
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/s/ Sarah Benecke
Sarah Benecke
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Director
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March 5, 2015
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/s/ Eddie Heng Teng Hua
Eddie Heng Teng Hua
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Director
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March 5, 2015
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/s/ David F Jones
David F Jones
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Director
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March 5, 2015
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/s/ Roderick E Chalmers
Roderick E Chalmers
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Director
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March 5, 2015
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/s/ James A Watkins
James A Watkins
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Director
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March 5, 2015
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/s/ Yam Kam Hon Peter
Yam Kam Hon Peter
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Director
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March 5, 2015
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/s/ Brent Barnes
Brent Barnes
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Chief Operating Officer (authorized representative in the United States)
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March 5, 2015
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EXHIBIT INDEX
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Exhibit Number
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Description
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3.1(1)
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Memorandum of Association of the Company.
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3.2(1)
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Bye-laws of the Company.
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3.3(2)
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Amendments to the Bye-laws of Global Sources Ltd, as approved at the May 6, 2002 Annual General Meeting of Shareholders.
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4.1*
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Global Sources Equity Compensation (2007) Master Plan (amended and restated effective as of January 1, 2014)
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5.1*
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Opinion of Appleby.
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23.1*
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Consent of Appleby (included as part of Exhibit 5.1).
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23.2*
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Consent of PricewaterhouseCoopers LLP.
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24.1*
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Power of Attorney (included on signature page to this Registration Statement).
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______________________
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(1)
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Incorporated herein by reference to Global Sources Ltd.’s (previously named Fairchild (Bermuda), Ltd.) annual report on Form 20-F (File No. 000-30678), as filed with the Securities and Exchange Commission on June 30, 2000.
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(2)
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Incorporated herein by reference to Form 6-K filed with the Securities and Exchange Commission on May 6, 2002.
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-4-
EXHIBIT 4.1
_____________________________________________________________
THE GLOBAL SOURCES
EQUITY COMPENSATION (2007) MASTER PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2014)
______________________________________________________________
CONTENTS
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No.
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Section
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Page
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1.
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Name of the Plan
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2
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2.
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Purpose of the Plan
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2
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3.
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Shares Subject to the Plan
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2
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4.
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Eligible Persons
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3
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5.
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No Payment
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3
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6.
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Non-transferability
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3
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7.
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Adjustments
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3
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8.
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Vesting of Shares and forfeiture of unvested Shares
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3
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9.
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Transfer of Shares
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4
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10.
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Plan Duration
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5
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11.
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Administration
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5
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12.
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Government Regulations
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6
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13.
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Costs and Expenses
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6
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14.
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Amendment or Termination of the Plan
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6
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15.
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Limitation of Liability
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7
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16.
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Governing Law and Jurisdiction
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7
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THE GLOBAL SOURCES
EQUITY COMPENSATION (2007) MASTER PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2014)
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1.1
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This equity compensation plan shall be known as “The Global Sources Equity Compensation (2007) Master Plan” (the “Plan”).
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2.1
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Under this Plan, grants (“Grants”), or individually a grant (“Grant”), of common shares of One United States Cent (US$0.01) par value each (the “Shares”) of Global Sources Ltd. (the “Company”), may be awarded from time to time to Global Sources Team Members (as defined in Section 4.1 below), by the Plan Committee (as defined in Section 3.3 below); provided however that the total number of all Shares awarded pursuant to such Grants shall not exceed six million (6,000,000) in the aggregate.
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3.
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Shares Subject to the Plan
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3.1
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All Shares under a Grant, which have been awarded in accordance with the provisions of this Plan:
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(a)
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shall be issued and allotted by the Company to Appleby Trust (Bermuda) Ltd. (now known as “Appleby Services (Bermuda) Ltd.”) (“Trustee”) to be held by it as trustee of a trust to be known as “The Global Sources Equity Compensation Trust 2007” (the “Trust”), at any time following the award thereof, and shall be eligible for transfer (and shall be subsequently transferred) by the Trustee to the respective Global Sources Team Members who have received Grants pursuant to this Plan (each a “Grantee”, and collectively the “Grantees”), subject to and in accordance with the applicable vesting rules and other applicable provisions of this Plan (including but not limited to the provisions of Section 7 below with regard to any adjustments (if applicable)); or
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(b)
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shall be issued and allotted by the Company directly to the Grantee, subject to and in accordance with the vesting rules and other applicable provisions of this Plan (including but not limited to the provisions of Section 7 below with regard to any adjustments (if applicable)).
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3.2
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Shares which are not awarded under this Plan shall be available for the award of any future Grant or Grants under this Plan or any subsequent equity compensation plans.
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3.3
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The document for the establishment of the Trust (“Trust Document”) shall provide for a plan committee (“Plan Committee”) to determine the award and allocation of Grants, Shares and other related benefits to the Grantees. The Plan Committee shall be constituted by the Company pursuant to the Trust Document, and shall consist of not less than three (3) and not more than five (5) individuals to be appointed by the Company’s board of directors. The details of the Plan Committee’s powers, functions and terms of reference shall be set out in the Trust Document.
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4.1
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In this Plan, a “Global Sources Team Member” shall mean any person who is at the time of a Grant (made pursuant to this Plan) employed or engaged (“eligibly employed”) as an employee, director or consultant of:
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(a)
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the Company or any of its subsidiaries (the Company and its subsidiaries being hereinafter collectively referred to as the “Global Sources Group”); or
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(b)
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any independent contractor of any Global Sources Group entity, as determined by the Plan Committee from time to time (“Other Relevant Entity”).
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4.2
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Global Sources Team Members are eligible to be Grantees.
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4.3
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The award of Grants shall be determined by resolution of the Plan Committee. The Plan Committee shall also be entitled to determine who amongst the various potentially eligible Grantees shall actually be awarded Shares under a Grant; the number of Shares which may be awarded to a Grantee under a Grant; the applicable periods, schedules, instalments, rules, regulations, terms and conditions for the vesting of Shares awarded to Grantees under a Grant (“Vesting Rules”); and such other related benefits and matters, and such other rules and regulations for the carrying out of the Plan, as may be deemed fit or appropriate by the Plan Committee (to the extent not inconsistent with the provisions of this Plan) (“Other Rules/Matters”).
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5.1
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There shall be no payment by a Grantee for Shares awarded under a Grant.
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6.1
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Any Grant and any Shares awarded thereunder (whether unvested or vested) shall be non-transferable by the Grantee, except in accordance with the provisions of Section 9 below.
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7.1
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If the outstanding Shares then subject to this Plan are changed into or exchanged for a different number or kind of shares or securities, as a result of one (1) or more reorganisations, recapitalisations, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or type of shares or securities for which Shares pursuant to Grants then outstanding under this Plan may thereafter be vested.
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8.
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Vesting of Shares and forfeiture of unvested Shares
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8.1
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Shares under a Grant awarded pursuant to this Plan shall vest in the Grantee in accordance with the applicable Vesting Rules, subject however to the provisions of Section 8.2 below.
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8.2
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In the case of any Grant awarded hereunder:
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(a)
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if a Grantee ceases to be eligibly employed by any Global Sources Group entity or any Other Relevant Entity, for any reason whatsoever, other than because of “normal retirement” (as defined in Section 8.3 below) (in which case the provisions of this Section 8.2(a) shall apply), or death or disability (in which case, the provisions of Section 8.2(b) below shall apply), all rights and entitlement of the Grantee to the vesting of Shares which have been awarded pursuant to the Grant, but which have not yet vested at the date of the Grantee ceasing to be eligibly employed, shall automatically terminate and be forfeited, concurrently with such cessation of eligible employment; or
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(b)
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if the Grantee shall die, become disabled, or take normal retirement while eligibly employed by a Global Sources Group entity or Other Relevant Entity, or, in the case of death, the person or persons to whom the Grantee’s rights under the Grant shall have lawfully passed (whether by will, or by the applicable laws of succession or otherwise), shall retain the same rights of vesting, with respect to Shares already awarded pursuant to the Grant but not yet vested at the time of death, disablement or normal retirement (as the case may be), as would have been available if the Grantee had continued to be eligibly employed.
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8.3
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For the purposes hereof, “normal retirement” shall mean retirement (from active employment or engagement) by the person eligibly employed:
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(a)
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on or after the normal retirement date specified in the applicable pension plan or other applicable retirement policy; or
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(b)
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if there is no such applicable pension plan or other applicable retirement policy, on or after such normal retirement age as may be prescribed by the Plan Committee (if and to the extent not in contravention of any minimum retirement age prescribed by the applicable law, if any, otherwise the minimum retirement age for the purposes of this subsection (b) shall be that prescribed by the applicable law instead); or
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(c)
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where, notwithstanding that such retirement occurred before the relevant date referred to in subsection (a) or (b) above, the Plan Committee considers (in its sole and absolute discretion) that such retirement shall be treated as a “normal retirement” for the purposes of this Section 8.
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9.1
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Upon award of a Grant, the Shares awarded to each Grantee under such Grant shall not vest in the Grantee, but:
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(a)
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shall be issued and allotted by the Company to the Trustee and held by the Trustee (as trustee of the Trust) and shall only be transferred by the Trustee to the Grantee in accordance with the Vesting Rules prescribed by the Plan Committee; or
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(b)
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shall only be issued and allotted by the Company directly to the Grantee in accordance with the Vesting Rules prescribed by the Plan Committee, subject however to the provisions of this Section 9 and any other applicable provisions of this Plan.
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9.2
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At the time when Shares (awarded pursuant to a Grant) are to vest in a Grantee pursuant to the Vesting Rules, the Grantee may direct the Trustee to transfer or the Company to issue and allot (as the case may be) such Shares to such person as the Grantee directs; provided that, in the event of the Grantee directing the Trustee to transfer or the Company to issue and allot (as the case may be) the Shares to someone other than the Grantee, the Grantee shall be responsible for (i) any and all compliance with applicable laws and regulations pertaining to such transfer or such issue and allotment (as the case may be) and the eligibility of such other person to accept such transfer or such issue and allotment (as the case may be) and to receive and hold the Shares; and (ii) any and all obligations, liabilities or taxes incurred as a consequence of, or arising from or in connection with, such direction and transfer or issue and allotment (as the case may be).
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9.3
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If a Grantee ceases to be eligibly employed by reason of death, disability or normal retirement, before Shares (awarded pursuant to a Grant) have vested in the Grantee pursuant to the Vesting Rules, then the Grantee (or the personal representative of the Grantee as the case may be) may direct the Trustee to transfer or the Company to issue and allot (as the case may be) to the Grantee (or the personal representative, as the case may be), or to such person as the Grantee (or the personal representative of the Grantee, as the case may be) directs, such Shares, at the time when such Shares are to vest pursuant to the Vesting Rules; provided that, in the event of the Grantee (or the personal representative of the Grantee, as the case may be) directing the Trustee to transfer or the Company to issue and allot (as the case may be) the Shares to someone other than the Grantee, the Grantee (or the personal representative of the Grantee, as the case may be) shall be responsible for (i) any and all compliance with applicable laws and regulations pertaining to such transfer or such issue and allotment (as the case may be) and the eligibility of such other person to accept such transfer or such issue and allotment (as the case may be) and to receive and hold the Shares; and (ii) any and all obligations, liabilities or taxes incurred as a consequence of, or arising from or in connection with, such direction and transfer or issue and allotment (as the case may be).
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10.1
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This Plan shall commence on 1 January 2007 (“Commencement Date”) and shall expire on 31 December 2017 (“Expiration Date”), unless terminated earlier in accordance with the provisions of this Plan.
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10.2
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No Grants may be awarded after the expiration or termination of this Plan.
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11.1
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This Plan shall be managed and administered by the Trustee, subject always to the directions of the Plan Committee as provided under the Trust Document.
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11.2
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The interpretation and construction by the Plan Committee of any of the provisions of this Plan or of any Grants awarded hereunder shall be final and binding upon Grantees and their respective successors, unless otherwise determined by the Company’s board of directors, in which case such determination of the Company’s board of directors shall be final and binding.
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11.3
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The Trustee, the Plan Committee, the Company’s board of directors and the Company shall not be liable for any action taken, or determination made, in good faith, in connection with this Plan.
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11.4
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The Plan Committee may, subject to the provisions of this Plan, issue a certificate or other form or forms of instruments (including but not limited to any addendum, supplementary, ancillary, secondary or subsidiary document(s) to this Plan) as the Plan Committee may (in its sole and absolute discretion) determine, for the purposes of documenting and/or evidencing Grants awarded under this Plan, and the Vesting Rules and any Other Rules/Matters pertaining thereto.
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11.5
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The Company or its board of directors may delegate any of its powers, rights, duties and/or responsibilities under this Plan to the Plan Committee, who may discharge the same with the authority and in the place and stead of the Company or its board of directors (as the case may be).
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12.
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Government Regulations
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12.1
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The Trustee shall not transfer or the Company shall not issue and allot (as the case may be) any Shares under any Grant upon the vesting thereof, unless and until all applicable licences, permissions and authorisations required to be granted by the Government of Bermuda, or by any authority or agency thereof, if any, shall have been duly received.
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13. Costs and Expenses
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13.1
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All costs and expenses with respect to the adoption of this Plan and in connection with the registration of Shares shall be borne by the Company; provided, however, that (except as otherwise specifically provided in this Plan or in any agreement between the Company and a Grantee), the Company shall not be obliged to pay any costs or expenses (including but not limited to any legal fees) incurred by any Grantee in connection with any Grant or Shares held or transferred by any Grantee.
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14.
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Amendment or Termination of the Plan
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14.1
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Subject to the provisions of Section 14.2 below, this Plan may be altered, amended, suspended or terminated by resolution of the Company’s board of directors (acting in their sole and absolute discretion); provided however that, except as otherwise provided in this Plan, no such action shall deprive any Grantee, without his or her consent, of any of his/her rights under a Grant already awarded pursuant to this Plan.
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14.2
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Save as herein provided, the Company’s board of directors shall not be entitled to take any action with respect to any of the following matters, except with the approval of a resolution of a majority of the shareholders of the Company in general meeting:
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|
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(a)
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any extension of the Expiration Date of this Plan; or
|
|
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(b)
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any alteration of the class of persons eligible to be Grantees under this Plan.
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|
14.3
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For the avoidance of doubt, no amendment of this Plan shall increase the duties and/or responsibilities of the Trustee without its consent.
|
|
15.
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Limitation of Liability
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15.1
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No member of the Company’s board of directors or the Plan Committee, or any person authorised to act on their behalf, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to this Plan, and all members of the Company’s board of directors or the Plan Committee, and each and any person authorised to act on their behalf, shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.
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16.
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Governing Law and Jurisdiction
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16.1
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This Plan shall be governed by and interpreted and construed in accordance with the laws of Bermuda; and the Company, the Trustee, the Plan Committee (and its members), and each Grantee, hereby irrevocably submits to the jurisdiction of the courts of Bermuda.
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7
EXHIBIT 5.1
OPINION OF APPLEBY
Our Ref: 123940.0029
5 March 2015
Global Sources Ltd.
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
Dear Sirs,
Global Sources Ltd. (the Company)
|
1.
|
This opinion as to Bermuda law is addressed to you in connection with the filing by the Company with the United States Securities and Exchange Commission (the SEC) of a Form S-8 (the Additional Registration Statement) under the Securities Act of 1933, as amended (the Securities Act), so as to register an additional 2,849,269 common shares of par value US$0.01 each (the “Additional Plan Shares”) authorized for issuance under The Global Sources Equity Compensation (2007) Master Plan (amended and restated effective as of January 1, 2014) (the Plan).
|
A registration statement on Form S-8 was previously filed with the SEC on November 7, 2006, covering the registration of an initial 3,000,000 common shares of par value US$0.01 each authorized for issuance under the Plan. The Company now wishes to file the Additional Registration Statement to register the Additional Plan Shares.
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2.
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For the purpose of this opinion, we have examined and relied upon the following:-
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(a)
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the entries and filings shown in respect of the Company on the file of the Company maintained at the offices of the Registrar of Companies, as revealed by a search conducted on January 9, 2015 and completed at 11:45 a.m., Bermuda time, and updated on March 3, 2015 and completed at 10:15 a.m., Bermuda time;
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(b)
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the entries and filings shown in respect of the Company in the Supreme Court Cause Book and Register of Judgements maintained at the Registry of the Supreme Court of Bermuda, as revealed by a search conducted January 9, 2015 and completed at 8:45 a.m., Bermuda time, and updated on March 3, 2015 and completed at 9:30 a.m., Bermuda time;
|
|
(c)
|
a copy of the draft Additional Registration Statement, as furnished by Cahill Gordon & Reindel LLP on March 3, 2015;
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|
(e)
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copies of the Certificate of Incorporation, the Memorandum of Association (subscribed on November 8, 1999) and Bye-Laws (adopted on November 17, 1999 and amended up to June 11, 2008) of the Company (collectively referred to as the Constitutional Documents);
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(f)
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a copy of the Register of Directors and Officers in respect of the Company;
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(g)
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a copy of the Certificate of Compliance dated March 3, 2015 (the Certificate of Compliance) issued by the Registrar of Companies in Bermuda in respect of the Company.
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(h)
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copies of the unanimous written resolutions of the directors of the Company dated December 15, 2014 and the unanimous written resolutions of the directors of the Company dated February 27, 2015 (collectively the Resolutions);
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(i)
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a copy of Director's Certificate dated February 27, 2015 (the Director’s Certificate) confirming certain matters of fact and opinion;
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(j)
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a copy of the “Foreign Exchange Letter” issued by the Bermuda Monetary Authority, Hamilton Bermuda in relation to the Company; and
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(k)
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a copy of the “Tax Assurance” issued by the Registrar of Companies in Bermuda for the Minister of Finance in relation to the Company.
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3.
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We have made no investigation of, and express no opinion as to, the laws of any jurisdiction other than Bermuda.
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(a)
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the authenticity, accuracy and completeness of all documents examined by us submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, notarised, scanned, faxed or photostatic copies;
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(b)
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the genuineness of all signatures, seals and chops (if any) on all the documents which we have examined;
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(c)
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the accuracy and completeness of all factual representations, warranties or statements of fact or law, other than as to the laws of Bermuda, made in any of the documents examined by us;
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(d)
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that there have been no amendments to the Constitutional Documents as referred to above;
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(e)
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that the Resolutions are a full and accurate record of resolutions duly passed by the directors of the Company and that the Resolutions have not been amended or rescinded and are in full force and effect and that there is no matter affecting the authority of the directors of the Company, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;
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(f)
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that the records which were the subject of the searches referred to in paragraphs 2(a) and (b) were complete and accurate at the time of such searches and that the information disclosed by our searches has not been materially altered and that the searches did not fail to disclose any information material for the purposes of this opinion which had been lodged for filing or registration or should have been delivered for filing or registration, but was not disclosed or did not appear on the public file or register at the time of the searches;
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(g)
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that all of the documents which were received by electronic means are complete, intact and in conformity with the transmission as sent;
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(h)
|
that no person has any express or constructive knowledge of any circumstance whereby any director of the Company, when the board of directors of the Company passed the Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company; and
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(i)
|
that the form of the Additional Registration Statement which we have examined for the purposes of this opinion does not differ in any material respect from that approved by the Board of Directors pursuant to the Resolutions, and that, when filed, the Additional Registration Statement will be in a form which does not differ in any material respect from the form which we have examined for the purposes of this opinion.
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5.
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Based on the foregoing and subject to the reservations set out below and subject to any matter not disclosed to us, we are of the opinion that the Additional Plan Shares, when duly issued in accordance with the Resolutions and the Plan, will be legally issued, fully-paid and non-assessable common shares of the Company.
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6.
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Our reservations are as follows:-
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(a)
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We have relied upon statements and representations made to us in the Director’s Certificate provided to us by a director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Director’s Certificate, and we qualify our opinion to the extent that the statements or representations made in the Director’s Certificate are not accurate in any respect.
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(b)
|
Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Cause Book at the Registry of the Supreme Court in Bermuda are not conclusive and it should be noted that the Register of Companies and the Supreme Court Cause Book do not reveal:
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|
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(i)
|
details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Cause Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Cause Book or Judgment Book;
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(ii)
|
details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded;
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|
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(iii)
|
whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Cause Book at the date and time the search is concluded;
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(iv)
|
whether arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or
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|
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(v)
|
whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies Act 1981 of Bermuda (as amended).
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Furthermore, in the absence of a statutorily defined system for the registration of charges created by companies incorporated outside Bermuda (overseas companies) over their assets located in Bermuda, it is not possible to determine definitively from searches of the Register of Charges maintained by the Registrar of Companies in respect of such overseas companies what charges have been registered over any of their assets located in Bermuda or whether any one charge has priority over any other charge over such assets.
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(c)
|
In order to issue this opinion we have carried out the searches referred to in paragraphs 2(a) and (b) and have not enquired as to whether there has been any change since the date of such searches.
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(d)
|
Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the 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 the shares of such shareholder, 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.
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This opinion is addressed to you in connection with the registration of the Additional Plan Shares with the SEC and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. We consent to the filing of this opinion as an exhibit to the Additional Registration Statement of the Company.
We also consent to the reference to our Firm in the Additional Registration Statement.
Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.
This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully,
/s/ Appleby
Page 4
EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 2, 2014 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Global Sources Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2013.
/s/ PricewaterhouseCoopers LLP
Singapore
5 March 2015
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