sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 3)1
Global Sources Ltd.
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(Name of Issuer)
COMMON SHARES, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
G39300 10 1
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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CUSIP No. G39300 10 1 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Harrington Trust Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OR ORGANIZATION
Bermuda
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,961,582 shares
OWNED BY EACH
REPORTING
PERSON WITH ------------------------------------------------------------------
6 SHARED VOTING POWER
0 shares
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7 SOLE DISPOSITIVE POWER
1,961,582 shares
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8 SHARED DISPOSITIVE POWER
0 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,961,582 shares.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12 TYPE OF REPORTING PERSON
00
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. G39300 10 1 13G Page 3 of 6 Pages
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Item 1. Name of Issuer:
(a) Global Sources Ltd.
(b) Address of Issuer's Registered Offices:
Argyle House
41A Cedar Avenue
Hamilton HM 12
Bermuda
Item 2. Name of Person Filing:
(a) Name of Person Filing: Harrington Trust Limited (the
"Reporting Person")
(b) Address of Principal Business Office, or if none,
Residence:
Argyle House
41A Cedar Avenue
Hamilton HM 12
Bermuda
(c) Place of Organization: Bermuda
(d) Title of Class of Securities: Common Shares
(e) CUSIP Number: G39300 10 1
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
/X/ Not Applicable
(a) / / Broker or dealer registered under Section 15 of the
Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) / / Investment company registered under Section 8 of the
Investment Company Act.
(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
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CUSIP No. G39300 10 1 13G Page 4 of 6 Pages
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(g) / / A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
1,961,582 Common Shares
(b) Percent of class:
7.5% (based on 26,313,949 Common Shares outstanding as of
December 31, 2004, as reported in the Issuer's Form 6-K
filed with the Securities and Exchange Commission on
February 19, 2004).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,961,582 Common Shares
(ii) Shared power to vote or to direct the vote:
0 Common Shares
(iii) Sole power to dispose or to direct the disposition of:
1,961,582 Common Shares
(iv) Shared power to dispose or to direct the disposition of:
0 Common Shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the Reporting Person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
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CUSIP No. G39300 10 1 13G Page 5 of 6 Pages
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Reporting Person, a company organized pursuant to the laws of
Bermuda, is the trustee of The Global Sources Employee Equity
Compensation Trust (the "Trust"). The Reporting Person administers the
monies and other assets of the Trust. By virtue of its position as
trustee of the Trust, the Reporting Person has the power to vote and
dispose of the Issuer's Common Shares owned by the Trust.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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CUSIP No. G39300 10 1 13G Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 5, 2004 HARRINGTON TRUST LIMITED
By: /s/ John C. Harper
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Name: John C. Harper
Title: Managing Director