EXHIBIT 1.2.1
AMENDMENTS TO BYE-LAWS OF GLOBAL SOURCES LTD.
Below are the amendments to the Bye-Laws that were approved at the May 6, 2002
Annual General Meeting of Shareholders. New text has been underlined, deleted
text has been indicated by striking through such text.
(1) INTERPRETATION
To insert the following additional clauses:
"9. IN THESE BYE-LAWS UNLESS OTHERWISE REQUIRED BY LAW OR
OTHERWISE SPECIFICALLY PROVIDED FOR IN THESE BYE-LAWS,
WHERE INFORMATION, NOTICES OR DOCUMENTS OF ANY NATURE
WHATSOEVER, ARE REQUIRED TO BE IN WRITING OR DESCRIBED
AS BEING WRITTEN, THAT REQUIREMENT OR DESCRIPTION IS MET
BY SUCH MATERIAL BEING PROVIDED BY ELECTRONIC MEANS.
10. IN THESE BYE-LAWS UNLESS OTHERWISE REQUIRED BY LAW OR
OTHERWISE SPECIFICALLY PROVIDED FOR IN THESE BYE-LAWS,
WHERE INFORMATION, NOTICES OR DOCUMENTS OF ANY NATURE
WHATSOEVER ARE REQUIRED TO BE DELIVERED, DISPATCHED,
GIVEN, SENT OR SERVED UPON A PERSON, THAT REQUIREMENT IS
MET BY DOING SO BY ELECTRONIC MEANS PROVIDED THAT THE
ORIGINATOR OF SUCH MATERIAL STATES THAT THE RECEIPT OF
SUCH MATERIAL IS TO BE ACKNOWLEDGED AND THE ADDRESSEE
HAS ACKNOWLEDGED SUCH RECEIPT.
11. IN THESE BYE-LAWS UNLESS OTHERWISE REQUIRED BY LAW OR
OTHERWISE SPECIFICALLY PROVIDED FOR IN THESE BYE-LAWS,
WHERE THE SIGNATURE OF A PERSON IS REQUIRED THAT
REQUIREMENT IS MET BY A SIGNATURE DELIVERED BY
ELECTRONIC MEANS PROVIDED THAT (A) A METHOD IS USED TO
IDENTIFY THAT PERSON AND TO INDICATE THAT THE PERSON
INTENDED TO SIGN OR OTHERWISE ADOPT THE MATERIAL TO
WHICH THE SIGNATURE RELATES; AND (B) THAT METHOD IS, ON
THE DISCRETION OF THE BOARD, RELIABLE."
(2) BYE-LAW 77
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"The instrument appointing a proxy shall be in writing under the
hand (INCLUDING A SIGNATURE PROVIDED BY ELECTRONIC MEANS) of the
appointor or of his attorney authorized by him in writing or, if the
appointor is a corporation, either under its seal or under the hand
of an officer, attorney or other person authorized to sign the
same."
(3) BYE-LAW 78
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"Any Shareholder may appoint a standing proxy or (if a corporation)
representative by depositing at the Registered Office, or at such
place or places, AND IN SUCH MANNER, INCLUDING BY ELECTRONIC MEANS,
as the Board may [otherwise specify] DETERMINE for the purpose, a
proxy or (if a corporation) an authorization and such proxy or
authorization shall be valid for all general meetings and
adjournments thereof or, resolutions in writing, as the case may be,
until notice of revocation is received at the Registered Office, or
at such place or places as the Board may otherwise specify for the
purpose. Where a standing proxy or authorization exists, its
operation shall be deemed to have been suspended at any general
meeting or adjournment thereof at which the Shareholder is present
or in respect to which the Shareholder has specially appointed a
proxy or representative. The Board may from time to time require
such evidence as it shall deem necessary as to the due execution and
continuing validity of any such standing proxy or authorization and
the operation of any such standing proxy or authorization shall be
deemed to be suspended until such time as the Board determines that
it has received the requested evidence or other evidence
satisfactory to it. A person so authorized as a representative of a
corporation shall be entitled to exercise the same power on behalf
of the grantor of the authority as the grantor could exercise if it
were an individual Shareholder of the Company and the grantor shall
for the purposes of these Bye-Laws be deemed to be present in person
at any such meeting if a person so authorized is present at it."
(4) BYE-LAW 79
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"Subject to Bye-Law 78, the instrument appointing a proxy together
with such other evidence as to its due execution as the Board may
from time to time require, shall be delivered at the Registered
Office (or at such place or places as may be specified in the notice
convening the meeting or in any notice of any adjournment or, in
either case or the case of a written resolution, in any document
sent therewith) IN SUCH MANNER, INCLUDING BY ELECTRONIC MEANS, AS
THE BOARD MAY DETERMINE, not less than 48 hours or such other period
as the Board may determine, prior to the holding of the relevant
meeting or adjourned meeting at which the person named in the
instrument proposes to vote or, in the case of a poll taken
subsequently to the date of a meeting or adjourned meeting, before
the time appointed for the taking of the poll, or, in the case of a
written resolution, prior to the effective date of the written
resolution and in default the instrument of proxy shall not be
treated as valid."
(5) BYE-LAW 141
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"Any notice or other document (including a share certificate) may
be served on or delivered to any Shareholder by the Company either
personally, BY ELECTRONIC MEANS or by sending it through the post
(by airmail where applicable) in a pre-paid letter addressed to
such Shareholder at his address as appearing in the Register or by
delivering it to or leaving it at such registered address OR, IN
THE CASE OF DELIVERY BY ELECTRONIC MEANS, BY DELIVERING IT TO SUCH
SHAREHOLDER AT SUCH ADDRESS AS MAY BE PROVIDED TO THE COMPANY BY
THE SHAREHOLDER FOR SUCH PURPOSE. In the case of joint
holders of a share, service or delivery of any notice or other
document on or to one of the joint holders shall for all purposes be
deemed as sufficient service on or delivery to all the joint
holders. Any notice or other document if sent by post shall be
deemed to have been served or delivered seven days after it was put
in the post (AND IF DELIVERED BY ELECTRONIC MEANS, 24 HOURS AFTER
ITS DISPATCH), and in proving such service or delivery, it shall be
sufficient to prove that the notice or document was properly
addressed, AND SENT, AND, IF SENT BY POST, stamped and put in the
post."
(6) BYE-LAW 142
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"Any notice of a general meeting of the Company shall be deemed to
be duly given to a Shareholder, or other person entitled to it, if
it is sent to him by cable, telex, telecopier, ELECTRONIC MEANS or
other mode of representing or reproducing words in a legible and
non-transitory form at his address as appearing in the Register or
any other address given by him to the Company for this purpose. Any
such notice shall be deemed to have been served twenty-four hours
after its dispatch."
