S-8

As filed with the Securities and Exchange Commission on November 28, 2005

Registration No. 333–            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GLOBAL TECH APPLIANCES INC.

(Exact Name of Registrant as Specified in Its Charter)

British Virgin Islands	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

21/F., Citicorp Centre

18 Whitfield Road

Causeway Bay, Hong Kong

(Address of Principal Executive Offices)

2005 Employee Stock Option Plan

(Full Title of the Plan)

Calfee, Halter & Griswold LLP

1400 McDonald Investment Center

800 Superior Avenue

Cleveland, Ohio 44114-2688

(216) 622-8200

Attention: Matthew J. Klaben

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of  Securities     To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares, $0.01 par value per share (“Shares”)	1,800,000 Shares (1)	$3.88(2)	$6,984,000	$747.29

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers additional Shares that may be issued or become issuable under the terms of the Plan in order to prevent dilution resulting from any stock split, stock dividend or similar transaction.

(2) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on November 21, 2005.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents of the Company, previously filed with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference:

(a) The Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2005; and

(b) The description of the Shares contained in the Company’s Registration Statement on Form 8-A (File No. 001-14812), filed with the Commission on March 30, 1998.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents, other than the portions of such documents which by statute, by designation in such documents or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded, for purposes of this Registration Statement, to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Pursuant to its Articles of Association and subject to British Virgin Islands law, the Company may indemnify a director or officer out of the assets of the Company against all losses or liabilities which the director or officer may have incurred in connection with the execution of the duties of his office. No director or officer is liable for any loss or damage which may have

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been incurred by the Company in connection with the officers’ and directors’ execution of their duties or in relation thereto provided the director or officer acted honestly and in good faith with a view to the best interest of the Company and except for his own willful misconduct or negligence.

The Indemnification Sections of the Company’s Articles of Association provide, in relevant part, as follows:

“102. Subject to the limitations hereinafter provided the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or

(b) is or was, at the request of the Company, serving as a director, officer of, liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

103. The Company may only indemnify a person if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

104. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful, is in the absence of fraud, sufficient for the proposes of these Articles, unless a question of law is involved.

105. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

106. If a person to be indemnified has been successful in defense of any proceedings referred to above the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

107. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the

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person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in these Articles.”

The Company maintains a directors’ and officers’ and company reimbursement insurance policy with ACE Insurance Limited. This insurance policy insures (i) the directors and officers against loss which they are legally obligated to pay, and (ii) the Company against loss which the Company is legally required or permitted to pay to directors or officers as advancements or indemnity, for claims arising against such directors or officers by reason of certain wrongful acts.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement.

Item 9. Undertakings.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in

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periodic reports filed with or furnished to the Commission by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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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, on this 28th day of November, 2005.

GLOBAL TECH APPLIANCES INC.
By:	/s/    John C.K. Sham
	John C.K. Sham President and Chief Executive Officer

POWER OF ATTORNEY

Know all persons by these presents, that each individual whose signature appears below constitutes and appoints Kwong Ho Sham, John C.K. Sham and Brian Yuen and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may 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 indicated on this 28th day of November, 2005.

Signature	Title
/s/    Kwong Ho Sham Kwong Ho Sham	Chairman of the Board
/s/    John C.K. Sham John C.K. Sham	President, Chief Executive Officer and Director
/s/    Kin Shek Leung Kin Shek Leung	Acting Chief Financial Officer

/s/    Brian Yuen Brian Yuen	Director
/s/    Patrick Po-On Hui Patrick Po-On Hui	Director
/s/    Ken Ying-Keung Wong Ken Ying-Keung Wong
/s/    Barry J. Buttifant Barry J. Buttifant	Director

Authorized Representative in the United States:

/s/    Brian Yuen

Brian Yuen

EXHIBIT INDEX

Exhibit No.	Description
4.1	2005 Employee Stock Option Plan.
5.1	Opinion of Harney Westwood & Riegels as to the validity of the securities being offered.
23.1	Consent of Ernst & Young.
23.2	Consent of Harney Westwood & Riegels (included in Exhibit 5.1).

EX-4.1

Exhibit 4.1

GLOBAL-TECH APPLIANCES INC.

2005 EMPLOYEE STOCK OPTION PLAN

This Global-Tech Appliances Inc. 2005 Employee Stock Option Plan (the “2005 Plan”) is intended to: (1) provide an incentive to employees, directors and consultants of the Company, or any of its subsidiaries or a parent; (2) offer an additional inducement in obtaining the services of well-qualified persons; and (3) provide or increase such persons’ proprietary interests in the Company and align their interests with those of the Company’s shareholders. The 2005 Plan provides for the grant of: (a) “incentive stock options” (“ISOs”) within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); (b) nonqualified stock options that do not qualify as ISOs (“NQSOs”); and (c) stock appreciation rights.

Section 1

ELIGIBILITY

Awards may be granted to any person who is an employee, director or consultant of Global-Tech Appliances Inc. (the “Company”), any of its Subsidiaries or a Parent.

Section 2

AVAILABLE SHARES

The aggregate number of common shares, $0.01 par value per share, of the Company (“Common Shares”), which may be issued under the 2005 Plan may not exceed one million eight hundred thousand (1,800,000). Such Common Shares may be, either in whole or in part, authorized but unissued Common Shares or Common Shares held in the treasury of the Company.

Any Common Share subject to an award which for any reason expires, is canceled or is terminated prior to exercise or which ceases for any reason to be exercisable shall again become available for the granting of awards under the 2005 Plan. For purposes of the aggregate limit on the number of Common Shares which may be issued under the 2005 Plan, only shares which are actually distributed upon exercise of stock appreciation rights awards shall count against the aggregate limit.

Section 3

ADMINISTRATION OF THE 2005 PLAN

The 2005 Plan shall be administered by a committee of at least two directors of the Company which is designated by the Board of Directors (the “Committee”). Unless otherwise determined by the Board of Directors, the Compensation Committee of the Board of Directors shall be the Committee. A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members without a meeting, shall be the acts of the Committee.

The Committee shall have the authority, in its sole discretion, to: (i) determine the employees, directors and consultants who shall be granted awards; (ii) determine the terms of awards (including, without limitation, whether an option is an ISO or NQSO, terms relating to exercise dates, the form and timing of the payment of exercise prices, vesting, acceleration of exercise rights, the form and timing of payment and transfer restrictions); (iii) determine whether to subject the grant or exercise of all or any portion of an award to the fulfillment of contingencies as specified in the contract referred to in Section 11 (the “Contract”) and whether such contingencies have been met; (iv) determine whether a grantee has suffered a Disability (as defined in Section 19); (v) determine the amount, if any, necessary to satisfy the obligation of the Company, a subsidiary or

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a parent to withhold taxes or other amounts; (vi) determine the fair market value of a Common Share; (vii) construe, interpret, administer and implement the terms of the 2005 Plan, Contracts and related documents and practices; (viii) with the consent of the grantee, cancel or modify an award to the extent consistent with the then-prevailing 2005 Plan terms; (ix) create, modify and rescind rules, regulations and administrative forms relating to the Plan; and (x) correct any defect, supply any omission and reconcile any inconsistency in or between the 2005 Plan, any Contract and any related documents or practices.

Any controversy or claim arising out of or relating to the Plan, any award granted under the Plan or any Contract shall be resolved or determined unilaterally by the Committee in its sole discretion. The resolutions and determinations of the Committee on the matters referred to in this Section 3 shall be conclusive and binding on all parties.

No member or former member of the Committee shall be liable for any action, failure to act or determination made in good faith with respect to the 2005 Plan or any award hereunder. In addition, the Company shall indemnify and hold harmless each member and former member of the Committee and their respective successors, assigns, heirs and personal representatives from and against any liability, loss, claim, damage and expense (including, without limitation, attorneys’ fees and expenses) incurred in connection therewith by reason of any action, failure to act or determination made in good faith or in connection with the 2005 Plan or any award hereunder to the fullest extent permitted with respect to directors under the Company’s memorandum of association, articles of association, other governing documents and applicable law.

Section 4

ELIGIBILITY

The Committee may from time to time, in its sole discretion, consistent with the purposes of the 2005 Plan, grant awards to employees, directors and consultants of the Company, its subsidiaries, or a parent. Such awards granted shall cover such number of Common Shares as the Committee may determine, in its sole discretion, subject to the terms of the 2005 Plan; provided, however, that the aggregate market value (determined at the time an option is granted in accordance with Section 5) of the Common Shares for which any eligible employee may be granted ISOs under the 2005 Plan or any other plan of the Company, or of a Parent or a Subsidiary of the Company, which are exercisable for the first time by such optionee during any calendar year shall not exceed $100,000. Such ISO limitation shall be applied by taking ISOs into account in the order in which they were granted. Any option (or the portion thereof) granted in excess of such ISO limitation amount shall be treated as a NQSO.

Section 5

EXERCISE PRICE

The exercise price of the Common Shares under each award shall be determined by the Committee in its sole discretion; provided, however, that the exercise price of an award shall never be less than the Fair Market Value of the Common Shares subject to such award on the date of grant; and further, provided, that if, at the time an ISO is granted, the optionee owns (or is deemed to own under section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, of any of its subsidiaries or of a parent, the exercise price of such ISO shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Common Shares subject to such ISO on the date of grant.

The Fair Market Value of a Common Share on any day shall be: (a) if the principal market for the Common Shares is a national securities exchange, the average of the highest and lowest sales price per Common Share on such day as reported by such exchange or on a composite tape reflecting transactions on such exchange, (b) if the principal market for the Common Shares is not a national securities exchange and the Common Shares are quoted

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on The Nasdaq Stock Market (“Nasdaq”) and (i) if actual sales price information is available with respect to the Common Shares, the average of the highest and lowest sales price per Common Share on such day on Nasdaq, or (ii) if such information is not available, the average of the highest bid and lowest asked prices per Common Share on such day on Nasdaq, or (c) if the principal market for the Common Shares is not a national securities exchange and the Common Shares are not quoted on Nasdaq, the average of the highest bid and lowest asked prices per Common Share on such day as reported on the OTC Bulletin Board or by the Pink Sheets or a comparable service. If clauses (a), (b) and (c) of this paragraph are all inapplicable, or if no trades have been made or no quotes are available for a particular day, the Fair Market Value of the Common Shares shall be determined by the Board of Directors by any reasonable valuation method that it selects that is consistent with exclusion of the 2005 Plan and the applicable Contract from coverage under section 409A of the Code.

Section 6

TERM

The term of each award granted pursuant to the 2005 Plan shall be such term as is established by the Committee, in its sole discretion, provided, however, that the term of each ISO granted pursuant to the Plan shall be for a period not exceeding ten (10) years from the date of grant thereof, and further, provided, that if, at the time an ISO is granted, the optionee owns (or is deemed to own under section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes or stock of the Company, of any of its subsidiaries or of a parent, the term of the ISO shall be for a period not exceeding five (5) years from the date of grant. Awards shall be subject to earlier termination as herein provided.

Section 7

EXERCISE, ADJUSTMENT OF SHARES SUBJECT TO AWARDS

Each award shall vest and become exercisable in accordance with the terms of the applicable Contract. An award (or any part or installment thereof), to the extent then exercisable, shall be exercised by giving written notice to the Company (in advance as determined by the Committee) at its principal office stating which award is being exercised, specifying the number of Common Shares or stock appreciation rights as to which such award is being exercised and accompanied by payment in full of the aggregate exercise price therefor, if any (or the amount due on exercise if the Contract permits installment payments, if any).

The aggregate exercise price shall be paid: (a) in cash or by certified check; or (b) if the applicable Contract permits: (i) with previously acquired Common Shares having an aggregate Fair Market Value on the date of exercise (determined in accordance with Section 5) equal to the aggregate exercise price of all awards being exercised; or (ii) with any combination of cash, certified check or Common Shares. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit payment of the exercise price of an award by delivery by the grantee of a properly executed notice, together with a copy of his irrevocable instructions to a broker acceptable to the Committee to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay such exercise price. In connection therewith, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.

A person entitled to receive Common Shares upon the exercise of an award shall not have the rights of a shareholder with respect to such Common Shares until the date of issuance of a stock certificate to him for such shares; provided, however, that until such stock certificate is issued, any grantee using previously acquired Common Shares in payment of an exercise price shall continue to have the rights of a shareholder with respect to such previously acquired shares.

No fractional Common Shares may be purchased or issued under the 2005 Plan. Except as may otherwise be provided in a Contract, any fractional shares shall be eliminated in determining the number of shares to be issued upon exercise of an award.

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Section 8

TERMINATION OF RELATIONSHIP

Except as may be otherwise be expressly provided in the applicable Contract, any grantee whose relationship with the Company, its parent and subsidiaries as an employee, director or consultant (a “Relationship”) has terminated for any reason (other than as a result of the death or Disability of the optionee) may exercise such award, to the extent exercisable on the date of such termination, for a period not to exceed three months after the date of such termination. Notwithstanding the foregoing, but except as may otherwise be determined by the Committee in its sole discretion, if such Relationship is terminated: (a) for cause; or (b) without the consent of the Company, the award shall terminate immediately.

For the purposes of the 2005 Plan, an employment relationship shall be deemed to exist between an individual and a company if, at the time of the determination, the individual is an employee of such company for purposes of section 422(a) of the Code. As a result, an individual on military, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the 2005 Plan during such leave if the period of the leave does not exceed ninety days and the individual’s right to reemployment is not guaranteed by statute or by contract, the employment relationship shall be deemed to have terminated on the ninety-first day of such leave.

Except as may otherwise be expressly provided in the applicable Contract, awards granted under the 2005 Plan shall not be affected by any change in the status of the grantee so long as the grantee continues to be an employee of, director of, or a consultant to, the Company, any of its subsidiaries or a parent (regardless of having changed from one to the other or having been transferred from one corporation to another).

Nothing in the 2005 Plan or in any award granted under the 2005 Plan shall confer on any person any right to continue in the employ of, or as a consultant to, the Company, any of its subsidiaries or a parent, or interfere in any way with any right of the Company, any of its subsidiaries or a parent to terminate the grantee’s relationship at any time for any reason whatever without liability to the Company, its subsidiaries or a parent.

For purposes of this 2005 Plan, “cause” shall mean fraud or embezzlement by the grantee, gross negligence by the grantee in the performance or nonperformance of his duties for the Company, its subsidiaries or a parent, or the grantee’s material failure or refusal to perform his duties at any time as an employee of, director of, or consultant to, the Company, a subsidiary or a parent.

Section 9

DEATH OR DISABILITY OF A GRANTEE

Except as may otherwise be expressly provided in the applicable Contract, if a grantee dies while he or she is an employee of, director of, or consultant to, the Company, any subsidiaries or a parent, or his or her Relationship terminates by reason of his or her Disability, the award may be exercised, to the extent exercisable on the date of his or her death or in the event of his or her Disability, upon the effective date of such termination, by the grantee or his or her Legal Representative (as defined in Section 19) for a period not to exceed the twelve month period after the date of death or the effective date of such termination.

Section 10

COMPLIANCE WITH LAWS

The Committee may require, in its sole discretion, as a condition to any award being exercisable that either (a) a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Common Shares to be issued upon such exercise shall be effective and current at the time of exercise, or

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(b) there is an exemption from registration under the Securities Act for the issuance of the Common Shares upon such exercise. Nothing herein shall be construed as requiring the Company to register shares subject to any award under the Securities Act or to keep any Registration Statement effective or current.

The Committee may require, in its sole discretion, as a condition to the exercise of any award that the grantee execute and deliver to the Company representations and warranties, in form, substance and scope satisfactory to the Committee, which the Committee determines are necessary or convenient to facilitate the perfection of an exemption from the registration requirements of the Securities Act, other applicable securities laws or other legal requirement, including without limitation that (a) the Common Shares to be issued upon the exercise of the award are being acquired by the grantee for his own account, for investment only and not with a view to the resale or distribution thereof, and (b) any subsequent resale or distribution of Common Shares by such grantee will be made only pursuant to (i) a Registration Statement under the Securities Act which is effective and current with respect to the Common Shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the grantee shall prior to any offer of sale or sale of such Common Shares provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution.

In addition, if at any time the Committee shall determine, in its sole discretion, that the listing or qualification of the Common Shares subject to such award on any securities exchange, Nasdaq or under any applicable law, or the consent or approval of any governmental authority or regulatory body, is necessary or desirable as a condition to, or in connection with, the granting of an award or the issue of Common Shares thereunder, such award may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

The Company does not represent or warrant, either expressly or impliedly, that any option meets the requirements for ISOs or that any award is exempt from taxation under section 409A of the Code.

Section 11

AWARD CONTRACTS

Each award shall be evidenced by an appropriate Contract which shall be duly executed by the Company and the grantee, and shall contain such terms, provisions and conditions not inconsistent herewith as may be determined by the Committee. A Contract may provide that, upon exercise of stock appreciation rights, a grantee is entitled to a distribution of Common Shares with a Fair Market Value equal to the difference between the exercise price and the Fair Market Value of the underlying Common Shares, cash equal to the difference between the exercise price and the Fair Market Value of the Common Shares or a combination thereof.

Section 12

ADJUSTMENTS UPON CHANGES IN COMMON SHARES

Notwithstanding any other provision of the 2005 Plan, in the event of a stock dividend, spin-off, split-up, combination, reclassification, recapitalization, merger in which the Company is the surviving corporation, or exchange of shares or other capital adjustment that results in a change in the number or kind of Common Shares which are authorized for issuance or which are outstanding immediately prior to such event, the aggregate number and kind of shares subject to the 2005 Plan, the aggregate number and kind of shares subject to each outstanding award and the exercise price thereof may be adjusted accordingly by the Board of Directors, whose determination shall be conclusive and binding on all parties.

In the event that the Company is merged or consolidated with another corporation and, whether or not the Company shall be the surviving corporation, there shall be any changes in the Common Shares by reason of such

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merger or consolidation, or in the event that all or substantially all of the assets of the Company are acquired by another person, or in the event of a reorganization or liquidation of the Company (each such event being hereinafter referred to as a “Reorganization Event”) or in the event that the Board of Directors shall propose that the Company enter into a Reorganization Event, the Committee may in its discretion take any or all of the following actions:

(i) by written notice to each grantee provide that his awards will be terminated unless exercised within fifteen days (or such longer period as the Committee shall determine in its sole discretion) after the date of such notice (without acceleration of the exercisability of such awards), and

(ii) advance the dates upon which any or all outstanding awards shall become vested and exercisable.

Whenever deemed appropriate by the Committee, any action referred to in the preceding paragraph may be made conditional upon the consummation of the applicable Reorganization Event.

Section 13

AMENDMENTS AND TERMINATION OF THE 2005 PLAN

The 2005 Plan was adopted by the Board of Directors on October 6, 2005. No award may be granted under the 2005 Plan after October 6, 2015. The Board of Directors, without further approval of the Company’s shareholders, may at anytime suspend or terminate the 2005 Plan, in whole or in part, or amend it from time to time in such respects as it may deem advisable, including, without limitation, in order that ISOs granted hereunder meet the requirements for “incentive stock options” under the Code, to comply with the provisions of Rule 16b-3, section 409A of the Code, or any change in applicable law; provided, however, that no amendment shall be effective without the prior or subsequent shareholder approval required under applicable law or the Code which would (a) except as contemplated in Section 12, increase the maximum number of Common Shares for which awards may be granted under the 2005 Plan; or (b) change the eligibility requirements to receive award hereunder. No termination, suspension or amendment of the 2005 Plan shall, without the consent of the holder of an existing and outstanding award affected thereby, materially and adversely affect his rights under such award. The power of the Committee to construe and administer any awards granted under the 2005 Plan prior to the termination or suspension of the 2005 Plan nevertheless shall continue after such termination or during such suspension.

Section 14

NON-TRANSFERABILITY OF AWARDS

Except as may be permitted in a Contract upon express terms approved by the Committee, no award granted under the 2005 Plan shall be transferable otherwise than by will or the laws of descent and distribution, and options and stock appreciation rights may be exercised, during the lifetime of the optionee or right holder, only by the optionee, right holder or his Legal Representatives. Except to the extent provided above, options and stock appreciation rights may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any such attempted assignment, transfer, pledge, hypothecation or disposition shall be null and void ab initio and of no force or effect.

Section 15

WITHHOLDING TAXES

The Company may withhold: (a) cash; (b) subject to any limitations under Rule 16b-3, Common Shares to be issued with respect thereto having an aggregate fair market value on the exercise date (determined in accordance with Section 5); or (c) any combination thereof, in an amount equal to the amount which the

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Committee determines is necessary to satisfy the obligation of the Company, a Subsidiary or a Parent to withhold federal, state and local income taxes or other amounts incurred by reason of the grant or exercise of an award, its disposition, or the disposition of the underlying Common Shares. Alternatively, the Company may require the holder to pay to the Company such amounts, in cash, promptly upon demand.

Section 16

STOCK LEGENDS; PAYMENTS OF EXPENSES

The Company may endorse such legend or legends upon the certificate for Common Shares issued upon exercise of an award under the 2005 Plan and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary or appropriate to: (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act and any other applicable securities laws; (b) implement the provisions of the 2005 Plan or any agreement between the Company and the optionee with respect to such Common Shares; or (c) permit the Company to determine the occurrence of a “disqualifying disposition,” as described in section 421(b) of the Code, of the Common Shares issued or transferred upon the exercise of an ISO granted under the 2005 Plan.

The Company shall withhold taxes to the extent required by law upon issuance of shares of Common Stock or payment of cash pursuant to the exercise of any award granted under the 2005 Plan.

Section 17

USE OF PROCEEDS

The cash proceeds from the sale or distribution of Common Shares pursuant to the exercise of awards under the 2005 Plan shall be added to the general funds of the Company and used for such corporate purposes as the Board of Directors may determine.

Section 18

SUBSTITUTIONS AND ASSUMPTIONS OF

AWARDS OF CERTAIN CONSTITUENT CORPORATIONS

Anything in this 2005 Plan to the contrary notwithstanding, the Board of Directors may, without further approval by the shareholders, substitute new awards for prior awards of a Constituent Corporation (as defined in Section 19) or assume the prior options of such Constituent Corporation.

Section 19

DEFINITIONS

For the purpose of the 2005 Plan, the following terms shall be defined as set forth below:

(a) Constituent Corporation. The term “Constituent Corporation” shall mean any corporation which engages with the Company, any of its subsidiaries or a parent in a transaction to which section 424(a) of the Code applies (or would apply if the option assumed or substituted were an ISO), or any Parent or any Subsidiary of such corporation.

(b) Disability. The term “Disability” shall mean a permanent and total disability within the meaning of section 22(e)(3) of the Code.

(c) Legal Representative. The term “Legal Representative” shall mean the executor, administrator or other person who at the time is entitled by law to exercise the rights of a deceased or incapacitated optionee with respect to an option granted under the Plan.

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(d) Parent. The term “Parent” shall have the same definition as “parent corporation” in section 424(e) of the Code.

(e) Subsidiary. The term “Subsidiary” shall have the same definition as “subsidiary corporation” in section 424(f) of the Code.

Section 20

NATURE OF PAYMENTS

Any and all payments of Common Shares hereunder shall be granted, transferred or paid in consideration of services performed for the Company or any of its Subsidiaries or Parent by the grantee.

All such grants, issuances and payments shall constitute a special incentive payment to the grantee and shall not, unless otherwise determined by the Committee, be taken into account in computing the amount of salary or compensation of the grantee for the purposes of determining any pension, retirement, death or other benefits under (i) any pension, retirement, life insurance or other benefit plan of the Company or any of its Subsidiaries or Parent or (ii) any agreement between the Company or any of its Subsidiaries or Parent, on the one hand, and the grantee on the other hand.

Nothing contained in the 2005 Plan shall be deemed in any way to limit or restrict the Company, any of its Subsidiaries or Parent or the Committee from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

Section 21

GOVERNING LAW AND CONSTRUCTION

The 2005 Plan, such awards as may be granted hereunder and all related matters shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without regard to conflict of law provisions.

Neither the 2005 Plan nor any Contract shall be construed or interpreted with any presumption against the Company by reason of the Company causing the 2005 Plan or Contract to be drafted. Whenever from the context it appears appropriate, any term stated in either the singular or plural shall include the singular and plural, and any term stated in the masculine, feminine or neuter gender shall include masculine, feminine and neuter.

Section 22

PARTIAL INVALIDITY

The invalidity, illegality or unenforceability of any provision in the 2005 Plan or any Contract shall not affect the validity, legality or enforceability of any other provisions, all of which shall be valid, legal and enforceable to the fullest extent permitted by applicable law.

Section 23

SHAREHOLDER APPROVAL

The 2005 Plan shall take effect upon its adoption by the Board of Directors, but the 2005 Plan shall be subject to the approval of the holders of a majority of the securities of the Company present, in person or by proxy, and entitled to vote at a meeting of shareholders held in accordance with applicable law. No awards granted hereunder may be exercised prior to such approval; provided, however, that the date of grant of any award shall be determined as if the 2005 Plan had been subject to such approval. Notwithstanding the foregoing, if the 2005 Plan is not approved by a vote of the shareholders of the Company on or before November 30, 2005, the 2005 Plan and any awards granted hereunder shall be null and void ab initio.

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Section 24

NONQUALIFIED DEFERRED COMPENSATION

The 2005 Plan and all awards hereunder are intended to meet the requirements for exclusion from the definition of “nonqualified deferred compensation” under section 409A of the Code. Except to the extent expressly and unambiguously provided to the contrary in any Contracts, the 2005 Plan, all Contracts and related documents shall be construed and administered in a manner consistent with the requirements for exclusion from coverage under section 409A of the Code. Without limiting the foregoing, in no event shall a grantee have an opportunity to defer his or her award or the proceeds thereof, whether under the 2005 Plan or any other plan, program or arrangement of the Company, a Subsidiary or a Parent, except for the deferral of income inherent in the award itself.

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EX-5.1

Exhibit 5.1

HARNEYS

British Virgin Islands and Anguillan lawyers

Associated offices London Tel: +44 (0) 20 7440 8790 Fax: +44 (0) 20 7440 8791 Anguilla Tel: +1 264 498 5000 Fax: +1 264 498 5001	Harney Westwood & Riegels Craigmuir Chambers PO Box 71 Road Town, Tortola British Virgin Islands Tel: +1 284 494 2233 Fax: +1 284 494 3547 www.harneys.com Your Ref
28 November 2005	Our Ref         012862.0005-SDD

Global-Tech Appliances Inc.

21/F, Citicorp Centre 18, Whitfield Road

Causeway Bay, Hong Kong

Dear Sirs

Global-Tech Appliances Inc. (the “Company”)

Registration Statement on Form S-8

1.	We are British Virgin Islands counsel to the Company, a British Virgin Islands international business company. We have assisted the Company in its preparation of a Registration Statement (the “Registration Statement”) on Form S-8 under the United States Securities Act of 1933, as amended (the “Securities Act”), registering 1,800,000 common shares of the Company (the “Common Shares”) issuable upon exercise of options and stock appreciation rights granted and to be granted under the Company’s 2005 Employee Stock Option Plan (the “Plan”).
2.	For the purpose of this opinion, we have examined the following:
	(a)	an electronic copy of the executed Plan;
	(b)	(i)	an electronic copy of the Memorandum and Articles of Association and Certificate of Incorporation of the Company supplied to us by Calfee, Halter & Griswold LLP on 28 November 2005;
		(ii)	a copy of the written resolutions of the directors of the Company dated 6 October 2005 approving the Company’s entry into, and authorising the execution, and delivery, where applicable, of the Plan by the Company (the “Directors’ Resolutions”);
		(iii)	an original registered agent’s certificate (including a certified copy of the share register) dated 17 November 2005 identifying the directors of the Company, issued by Portcullis TrustNet (BVI) Limited, the Company’s registered agent (the “Registered Agent’s Certificate”); and

A list of partners is available for inspection at our offices.

(iv) the records of proceedings on file with, and available for inspection on 25 November 2005 at the High Court of Justice, British Virgin Islands.

3. For the purposes of this opinion we have assumed without further enquiry:

(a) the accuracy, completeness and, in the case of copies, conformity with the original(s) of all corporate minutes, resolutions, documents and records which we have seen and the accuracy of any and all representations of fact expressed in or implied by the documents we have examined;

(b) the authenticity of all documents submitted to us as originals, the conformity with the originals thereof of all documents submitted to us as copies or drafts and the authenticity of such originals;

(c) the genuineness of all signatures and seals; and

(d) that the information appearing in the Registered Agent’s Certificate was correct on the date(s) on which the Directors’ Resolutions were executed, and that the Directors’ Resolutions remain in full force and effect.

4. Based on the foregoing, and subject to the qualifications expressed below, our opinion is that the Common Shares are duly authorized and, when issued pursuant to the exercise of options or stock appreciation rights under the Plan and the payment of the purchase price therefor in full in cash in accordance with the terms of issuance of such Common Shares, will be validly issued, fully paid and nonassessable Common Shares.

5. This opinion is confined to and given on the basis of the laws of the British Virgin Islands as they are in force at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction.

6. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act.

Yours faithfully

HARNEY WESTWOOD & RIEGELS

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2005 Employee Stock Option Plan of Global-Tech Appliances Inc. (the “Company”) of our report dated September 9, 2005, with respect to the consolidated financial statements of the Company included in the Form 20-F for the year ended March 31, 2005.

/s/    Ernst & Young

Hong Kong

November 23, 2005