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Global Sources Ltd/Bermuda – ‘6-K’ for 5/1/02 – EX-1

On:  Monday, 5/6/02   ·   For:  5/1/02   ·   Accession #:  921895-2-244   ·   File #:  0-30678

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/06/02  Global Sources Ltd/Bermuda        6-K         5/01/02    2:10K                                    Olshan Frome Wolosky LLP

Report of a Foreign Private Issuer   —   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                  HTML      7K 
 2: EX-1        Underwriting Agreement                              HTML     13K 


EX-1   —   Underwriting Agreement

This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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                                                                   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
            ----------

            "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
            ----------

            "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,

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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 ---------- "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 ----------- "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
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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 ----------- "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."

Dates Referenced Herein

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Filed on:5/6/021None on these Dates
For Period End:5/1/02
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Filing Submission 0000921895-02-000244   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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