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Laporan Tahunan Annual Report 2003 (Incorporated in Malaysia) (129358-X) DUNHAM- BUSH (MALAYSIA) BHD DUNHAM- BUSH (MALAYSIA) BHD DUNHAM- BUSH (MALAYSIA) BHD DUNHAM- BUSH (MALAYSIA) BHD
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Page 1: L AP o Ran Tah u n

Laporan Tahunan

Annual Report2003

(Incorporated in Malaysia)(129358-X)DUNHAM- BUSH (MALAYSIA) BHDDUNHAM- BUSH (MALAYSIA) BHDDUNHAM- BUSH (MALAYSIA) BHDDUNHAM- BUSH (MALAYSIA) BHD

Page 2: L AP o Ran Tah u n

Ta b l e o f C o n t e n t s

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1 2

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1 0 5

C o r p o r a t e I n f o r m a t i o n

P r o f i l e o f D i r e c t o r s

C o r p o r a t e P r o f i l e

L i s t o f R e g i o n a l O f f i c e s a n d F a c t o r i e s

G r o u p S t r u c t u r e

G r o u p F i n a n c i a l S u m m a r y

C h a i r m a n í s S t a t e m e n t

P e n y a t a P e n g e r u s i

A u d i t C o m m i t t e e R e p o r t

S t a t e m e n t o n C o r p o r a t e G o v e r n a n c e

S t a t e m e n t o n I n t e r n a l C o n t r o l

F i n a n c i a l S t a t e m e n t s

L i s t o f L a n d e d P r o p e r t i e s

1 0 2 R e c u r r e n t R e l a t e d P a r t y T r a n s a c t i o n s

1 0 1 M a t e r i a l C o n t r a c t s

S t a t i s t i c s o n S h a r e h o l d i n g s

1 0 7

1 0 8

S t a t e m e n t o f D i r e c t o r s í S h a r e h o l d i n g s

N o t i c e o f A n n u a l G e n e r a l M e e t i n g

F o r m o f P r o x y

A t D u n h a m B u s h ( M a l a y s i a ) B h d . w e

a r e o p t i m i s t i c i n g o i n g t h r o u g h t h i s

h a r s h t u r b u l e n c e . W e l e a r n t o b r i n g

t h e b e s t o u t o f o u r s e l v e s a n d n o

m a t t e r w h a t t h e o b s t a c l e s a r e , o u r

p e r s e v e r a n c e a n d g r e a t d e t e r m i n a t i o n

w i l l d r i v e u s t o w a r d s a c h i e v i n g o u r

g o a l .

C o v e r R a t i o n a l e

o f R e v e n u e N a t u r e

Page 3: L AP o Ran Tah u n

1

We cannot be all things to all people, but the things we choose to do,

we will become the best in terms of:

Dependability, especially:

High product reliability

Exceptional product quality

On-time delivery

Responsive, reliable, capable after sales service

Product design

Cost to manufacture

Our Company will be recognised as top calibre. We will project this

image in:

Product performance in the market and keeping commitments to

customers

Product appearance

Comprehensive, easy-to-use, high-quality literature

Plant and office housekeeping and maintenance

People quality and appearance

Our business conduct, which will reflect the highest standards of

professionalism and integrity

It is the responsibility of each of our employees to conduct our business

affairs consistent with the above philosophy.

Our people are the Companyís most valued resources. They will

be the most talented in the industry. We will offer them an

opportunity to achieve the best rewards in the industry, based on

their individual performance and the Companyís overall results.

We will have fewer, better, more highly motivated people than our

competitors.

All employees of Dunham-Bush are a team whose most important

goal is to satisfy customers profitably. Our success is ultimately

based on the success of the overall Company and not on any

individual operation. Therefore, all problems are everyoneís

problems, and we all help, however possible, to solve them. We

do not waste time and effort on internal politics but devote all of

our energies to satisfying customers and beating competitors. If

we do this well, personal development, financial and job security

rewards will follow.

D U N H A M - B U S H ' s

M a n a g e m e n tP h i l o s o p h y

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Page 4: L AP o Ran Tah u n

2

I n f o r m a t i o n

C o r p o r a t e

BOARD OF DIRECTORS

Tan Sri Datoí Mohamed Yusoff Bin Mohamed

(Chairman)

(Independent Non-Executive)

Tan Sri Datoí Danny Tan Chee Sing

(Deputy Chairman)

(Non-Independent Non-Executive)

Yeo Sek Chiong

(Managing Director)

Kamal Bin Mohamad Noor

(Executive Director)

Freddie Pang Hock Cheng

(Non-Independent Non-Executive)

Tay Thiam Siew

(Non-Independent Non-Executive)

Chua Tee Hock

(Non-Independent Non-Executive)

Datoí Ibrahim Bin Ali

(Independent Non-Executive)

Datoí Dr Haji Abdul Murad Bin Ahmad

(Independent Non-Executive)

AUDIT COMMITTEE

Tan Sri Datoí Mohamed Yusoff Bin Mohamed

(Chairman / Independent Non-Executive)

Datoí Ibrahim Bin Ali

(Independent Non-Executive)

Datoí Dr Haji Abdul Murad Bin Ahmad

(Independent Non-Executive)

Tay Thiam Siew

(Non-Independent Non-Executive)

SECRETARIES

Su Swee Hong

(MAICSA No: 0776729)

Gan Swee Peng

(MAICSA No: 7001222)

DOMICILE AND COUNTRY OF INCORPORATION

Malaysia

REGISTERED OFFICE

11th Floor, Menara Berjaya

KL Plaza, 179 Jalan Bukit Bintang

55100 Kuala Lumpur

Tel : 603 - 2935 8888

Fax : 603 - 2935 8043

SHARE REGISTRARS

Berjaya Registration Services Sdn Bhd

Lot C1-C3, Block C

2nd Floor, KL Plaza

179 Jalan Bukit Bintang

55100 Kuala Lumpur

Tel : 603 - 2145 0533

Fax : 603 - 2145 9702

PRINCIPAL BANKERS

Alliance Bank Malaysia Berhad

Bumiputra-Commerce Bank Berhad

EON Bank Berhad

HSBC Bank Malaysia Berhad

Malayan Banking Berhad

OCBC Bank (Malaysia) Berhad

RHB Bank Berhad

Standard Chartered Bank Malaysia Berhad

United Overseas Bank (Malaysia) Bhd

AUDITORS

Ernst & Young

Chartered Accountants

STOCK EXCHANGE LISTING

Second Board of Kuala Lumpur Stock Exchange

STOCK SHORT NAME

DUNBUSH (9164)

WEBSITE

www.dunham-bush.com

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Page 5: L AP o Ran Tah u n

D i r e c t o r sP r o f i l e o f

YEO SEK CHIONG

(Managing Director)

51 years of age, Permanent Resident in Malaysia

TAN SRI DATO' MOHAMED YUSOFF BIN MOHAMED

(Independent Non-Executive)

(Chairman)

He was appointed to the Board on 25 May 1993. He has served as a

Barrister-at-Law from Lincoln's Inn, London, United Kingdom since 1991.

Prior to 1975, he served as a Senior Federal Counsel in the Attorney-

General Department for 12 years. Between 1974 and 1988, he was the

High Court Judge in Kota Kinabalu, Kuching, Johor Bahru and Kuala

Lumpur. Between 1988 and 1992, he served as a Supreme Court Judge

and retired in September 1992. Currently, he also sits on the Boards of

Hwa Tai Industries Berhad and New Technology & Innovation Berhad.

76 years of age, Malaysian

He was appointed to the Board on 1 July 1988. He graduated from University Technology Malaysia

with a Diploma in Mechanical Engineering and joined Guthrie Engineering Sdn Bhd from 1979 to

1982 as a Dealer Sales Executive. From 1982 to 1983, he was with Mulpha Engineering Sdn Bhd

as the Acting Sales Manager in the Air-Condition Division. From 1983 to 1988, he joined Pathfinder

Sdn Bhd as the Managing Director. Overall, he has more than 20 years of working experience in

the air-conditioning and refrigeration industry with particular emphasis in the sales division.

KAMAL BIN MOHAMAD NOOR

(Executive Director)

46 years of age, Malaysian

TAN SRI DATO' DANNY TAN CHEE SING

(Non-Independent Non-Executive)

(Deputy Chairman)

48 years of age, Malaysian

A founder member of the Company, he was appointed to the Board on 12 January 1988. He graduated

from National University of Singapore with a Bachelor of Engineering (Mechanical). Prior to his

appointment to the Board, he was the Marketing and Engineering Manager in OYL-Condair Industries

Sdn Bhd and was responsible for the local and export sales of the company. He joined OYL-Condair

Industries Sdn Bhd in 1977 as a Production Engineer/Quality Controller and served for a period of 10

years during which he was promoted to the position of Production Manager in 1980, Marketing and

Production Manager in 1982 and became the Marketing and Engineering Manager in 1984. He also

holds directorships in the subsidiary companies of Dunham-Bush (Malaysia) Bhd.

He was appointed to the Board on 3 May 1999. He is a businessman and entrepreneur

with extensive experience in property development, restaurant/resort management,

insurance, trading, gaming and stockbroking through his interests in various public and

private companies.

Currently, he is the Deputy Chairman of Berjaya Group Berhad and Berjaya Land

Berhad, the Chairman and Group Chief Executive Officer of Dijaya Corporation Berhad,

the Chief Executive Officer of Tropicana Golf & Country Resort Berhad and the

Executive Vice-Chairman of TT Resources Bhd. He also holds directorships in Berjaya

Capital Berhad, Cosway Corporation Berhad, MTD Capital Berhad, Bukit Kiara Resort

Berhad, Tioman Island Resort Berhad, Berjaya General Insurance Berhad, KDE

Recreation Berhad and Berjaya Golf Resort Berhad as well as several other private

limited companies in the Berjaya Group of Companies.

He is the brother of Tan Sri Dato' Seri Vincent Tan Chee Yioun, a major shareholder of

the Company.

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Page 6: L AP o Ran Tah u n

P r o f i l e O f D i r e c t o r s ( c o n t d . )

FREDDIE PANG HOCK CHENG

(Non-Independent Non-Executive)

He was appointed to the Board on 10 March 1993. He has worked with Messrs Ernst

& Young for 7 years until 1982 during which he qualified for entry as a member of the

Malaysian Institute of Certified Public Accountants. In 1982, he joined the Corporate

Advisory Department of Malaysian International Merchant Bankers Berhad where he

was actively involved in a wide variety of corporate exercises in an advisory capacity

until his departure in 1990 to join Berjaya Group Berhad. He is currently an

Executive Director of Berjaya Group Berhad and Berjaya Sports Toto Berhad. He

also holds directorships in Unza Holdings Berhad, Intan Utilities Berhad, Hyundai-

Berjaya Corporation Berhad (formerly known as Transwater Corporation Berhad),

Berjaya Vacation Club Berhad, MOL.com Berhad and several other limited

companies in the Berjaya Group of Companies. He is also an Alternate Director in

Nexnews Berhad.

48 years of age, Malaysian

He was appointed to the Board on 8 May 1998. He graduated from the University of

Malaya with a Bachelor of Mechanical Engineering (Honours) and a post graduate

Diploma in Business Administration in 1971 and 1978 respectively. He is a member

of the Institution of Engineers Malaysia and Institute of Mechanical Engineers,

United Kingdom. He has more than 20 years of general management experience in a

variety of industries ranging from steel, consumer durables to textiles, prior to joining

Berjaya Soutex Sdn Bhd in 1986. He is currently the Executive Director of Berjaya

Soutex Sdn Bhd. He also sits on the Board of a number of subsidiary companies of

Berjaya Group Berhad.

CHUA TEE HOCK

(Non-Independent Non-Executive)

57 years of age, Malaysian

TAY THIAM SIEW

(Non-Independent Non-Executive)

He was appointed to the Board on 10 March 1993. He is a member of Malaysian

Institute of Certified Public Accountants and Malaysian Institute of Accountants. He

joined the Berjaya Group of Companies in November 1991 and his previous

appointments include Senior General Manager (Corporate Services) of Cosway

Corporation Berhad and Executive Director of New Pantai Expressway Sdn Bhd.

Prior to joining the Berjaya Group of Companies, he worked as an auditor in Messrs

Ernst & Young for six years before leaving the firm in 1978 to join Jardine Matheson

Holdings (M) Sdn Bhd as an Accountant. Subsequent to this, he held senior positions

in several public listed companies including MWE Holdings Berhad, Guinness Anchor

Berhad and Jacks International Limited. Currently, he is also an Executive Director of

MOL.com Berhad.

52 years of age, Malaysian

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Page 7: L AP o Ran Tah u n

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DATO' IBRAHIM BIN ALI

(Independent Non-Executive)

He was appointed to the Board on 28 August 2000. He graduated from MARA University of

Technology with a Bachelor Degree in Mass Communications. Since 1993, he has been a

committee member of various bureaus in UMNO Malaysia such as the International Bureau,

Consumer Bureau and UMNO Training Centre. He is also the UMNO Chief for Pasir Mas Division

in Kelantan, Barisan Nasional's Chairman for Pasir Mas Division and the Liaison Committee

Member of UMNO Kelantan State since 1993 until now.

His active participation in the ruling party also included being a member of the UMNO Supreme

Council for two terms from 1993 to 2000. His appointment is being appointed by the UMNO

President, Dato' Seri Dr Mahathir Mohamad.

He also served as a Deputy Minister in the Prime Minister's Department from January -

November 1999, and as a Member of Parliament (House of Representative) representing the

constituency of Pasir Mas, Kelantan from 1986 to 1995. He also serves as a member of the

House of Senate, Malaysia since September 1995 until November 1999, Parliamentary Secretary

for Ministry of Rural Development from February - April 1995, Chairman of MARA Holdings Sdn

Bhd from 1992 to 1995 and the Chairman for Malaysian Board of Fisheries - LKPM from 1986 to

1987. He also held various other positions in the government and private sectors.

Besides his involvement in the political arena, he is also involved in voluntary organisations both

local and international. He has been the Assistant Secretary General for the Asian Forum Of

Parliamentarians On Population And Development (AFPPD) from 1993 to 1999, Chairman for

East Asia Parliamentarian On Population And Development Environment (EAPPDE) from 1994 to

1995, and Chairman for the Malaysian Parliamentarian Forum On Population And Development

(CMPPD) from 1993 to 1995. Locally, he was the Chairman of Yayasan Pasir Mas, Kelantan

since 1993, Executive Committee Member of the Malaysia Education Association from 1980 to

1981, Committee Member of Malaysian Bumiputra Contractor Association from 1981 to 1982,

and Founder and the Former President of the Institute of Marketing, Malaysia from 1984 to 1986.

52 years of age, Malaysian

He was appointed to the Board on 24 June 2002. He graduated from Kensington

University, Los Angeles, USA in 1985 with a Degree in Business Administration and a

Master's Degree in Business Administration from Pacific Western University, Los

Angeles, USA in 1992. Subsequently, in the same year, he completed his Doctorate in

Philosophy in Business Administration from Pacific Western University, Los Angeles,

USA.

He is currently a member of the Advisory Panel of the Bachelor's Degree (Hons) for

Furniture Technology of MARA University of Technology; the Education Saving Scheme

Working Committee for National Higher Education Fund Corporation; Negeri Sembilan

Appeal Board pursuant to the Urban and Rural Act 1976 (Act 172) and a member of

the Consultation Panel of Tegastia Entrepreneur Centre (TEC), Negeri Sembilan.

In the trade arena, he is currently the Chairman of the Malay Chamber of Commerce of

Negeri Sembilan Branch, Negeri Sembilan Malay, Chinese and Indian Chamber of

Commerce; a member of Bumiputra Participation in Trade & Industry of Negeri

Sembilan; a member of Executive Council of the Malay Chamber of Commerce,

Malaysia and a Committee Member of the National Economic Action Council, Negeri

Sembilan.

Besides his active involvement in the business associations, he also held various

positions in several charitable and voluntary organisations.

Currently, he also holds directorships in several private limited companies and he is a

Director of the State Economic Development Corporation, Negeri Sembilan.

DATO' DR HAJI ABDUL MURAD BIN AHMAD

(Independent Non-Executive)

48 years of age, Malaysian

Save as disclosed, none

of the Directors have:

1. any family relationship

with any Director and/or

major shareholder of the

Company;

2. any conflict of interest

with the Company; and

3. any convictions for

offences within the past

10 years other than traffic

offences.

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Page 8: L AP o Ran Tah u n

P r o f i l e

C o r p o r a t e

Dunham-Bush (Malaysia)

Bhd, ('DBM') is a

multinational company with

manufacturing facilities in

Malaysia, USA, UK, and

China.

DBM's headquarters is located on a 6-acre plot of

industrial land in Bandar Baru Bangi, Selangor,

Malaysia. The complex of factory and office

buildings in Bangi has a total built-up area of

about 27,500 square meters. DBM also has a

factory and office complex on a 12-acre site in

Kajang with a total built-up area of about 23,200

square meters. A new factory building was added

in the last financial year with a total built up area

of 4,574 square meters. The factory in Kajang has

the most modern facility for the manufacture and

testing of packaged chi l lers up to 1,100

refrigeration tons in South East Asia. The total

number of employees in the Malaysian operations

is about 800.

The Group's operations in Malaysia involve

principally the manufacture, distribution and sale

of a complete range of air-condit ioning &

refrigeration equipment and associated products.

They include water-cooled and air-cooled chillers;

heat pumps; water-cooled and air-cooled

packaged and split air-conditioners; air-handling

units; fancoil units; low temperature condensing

and fancoil units for refrigeration purposes; close-

controlled air-condit ioning equipment; gri l les;

diffusers; acoustic silencers; variable air-volume

boxes; cooling towers; exhaust and ventilation

fans. These are marketed and sold under brand

names such as 'Dunham-Bush', 'Topaire', 'DB-

Aire', 'Anemostat' and 'Polacel'. The Group also

manufactures air-conditioners under an original

equipment manufacturer (OEM) arrangement for

Singer (Malaysia) Sdn Bhd, marketed under the

'Singer' brand name.

With the acquisition of USA-based Dunham-Bush's

heat ing, vent i lat ing, a i r -condi t ioning and

refrigeration (HVAC and R) business on 6 January

1995, DBM now owns a host of intellectual

property r ights, t rademarks and patents

recognised worldwide. Dunham-Bush, with almost

D u n h a m - B u s h ' s c o r p o r a t e h e a d q u a r t e r s

a n d f a c t o r y a t B a n g i , S e l a n g o r D a r u l E h s a n ,

M a l a y s i a

D u n h a m - B u s h ' s f a c t o r y a t K i d a m a i I n d u s t r i a l E s t a t e , K a j a n g ,

S e l a n g o r D a r u l E h s a n , M a l a y s i a

2 .

6

2

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Page 9: L AP o Ran Tah u n

100 years of history, is the pioneer in the usage of rotary screw compressor technology in large air-conditioning and refrigeration equipment. Today, DBM is one of the largest manufacturers of rotary-screw compressor-type water chillers in the world.

In the USA, an off ice is maintained in Harrisonburg, Virginia for the sale of parts and the service of existing products in the field. It is also sell ing chil lers and related air-condit ioning products from Malaysia. The number of employees as at 30 April 2003 was 15. The factory in West Hartford, Connecticut manufactures open drive horizontal screw compressors (100-2,200 hp), hermetic vertical screw compressors (65-200 hp),

and semi-hermetic direct drive reciprocating compressors (3-60 hp). The manufacturing cum office building of 11,500 square meters and a 2,000 square meters R&D building sit on a 12-acre plot of land. The total staff strength is 72.

The Group acquired a 51% controlling stake in Rossmont plc., a company listed on the London Stock Exchange in April 1996 and subsequently assumed its present name of Dunham-Bush (Europe) plc., on 21 February 1997. Dunham-Bush (Europe) plc. now owns 100% of Dunham-Bush Limited which manufactures a wide range of heating products including fancoil units, fan convectors, hydraulic unit ventilators, Walvector radiators, warm air door curtains, low surface temperature convectors, cabinet unit heaters, fin vector perimeter heating, and radiant heating panels. Dunham-Bush Limited operates in a 9,990 square meters manufacturing cum office complex in a 4.32-acre site in Havant, UK with a total of 115 employees.

7

3 . A i r - C o o l e d R o t a r y S c r e w C h i l l e r s

Wa t e r - C o o l e d Ve r t i c a l R o t a r y S c r e w TA N D E M C h i l l e r s4 .

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Page 10: L AP o Ran Tah u n

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In China,

DBM owns 55% of

Dunham-Bush Yantai Co. Ltd., a

joint-venture factory set up with Yantai

Moon (Group) Co. Ltd. Dunham-Bush Yantai

Co. Ltd. officially commenced production of

WCFX rotary screw chillers, heat pumps,

air-handling units and other associated air-

conditioning products in December 1996.

The office and factory complex has a covered area

of about 18,700 square meters on a land area of

6.3-acre and has 491 employees. The Group has

also set up sales and service offices in 25 cities in

China with the Headquarters based in Shanghai. A

55%-owned manufacturing factory, Hartford

Compressors Yantai Co. Ltd., was set up in the

Shangton Province on 6 December 2001 to

produce rotary screw compressors. The Hartford

Compressors Yantai Co. Ltd's factory building has

12,160 square meters of floor space including the

office building. Total area of land and building is

17,380 square meters and currently employing a

total of 11 staff.

The Company also operates regional sales and

service offices in Singapore, Shanghai, Dubai,

Holland, Hong Kong, Mexico, South Africa and

Thailand. In Dubai, a sales office was set up in

March 1996, to handle the Middle Eastern market.

Consequently, the Group increased its export

sales to Middle Eastern countries such as Iran,

Kuwait, UAE, Saudi Arabia, Oman, Qatar, and

Yemen through some very strong distributors.

A Dunham-Bush sales company, Dunham-Bush de

Mexico SA de CV, was set up in Mexico on 2

January 1998. It now sells applied products from

1 . C a s s e t t e Ty p e , S p l i t S y s t e m s A i r C o n d i t i o n e r

2 .

8

6

C o r p o r a t e P r o f i l e ( c o n t d . )

1

2

Wa t e r - C o o l e d H o r i z o n t a l R o t a r y S c r e w C h i l l e r s

Page 11: L AP o Ran Tah u n

9

the Malaysian factory. This sales company is

registered with Pemex, the National gas and oil

group, and Bufete Industrial, one of the largest

engineering and contracting f irms in Latin

America. In addition, Dunham-Bush de Mexico SA

de CV is also registered with all government

institutions in Mexico.

Also, in January 1998, a sales company, Dunham-

Bush International (Europe) BV, was set up in

Amersfoort, The Netherlands, to cover sales and

services in cont inental Europe through

distributors. Distributors in Norway, Sweden,

Denmark, The Netherlands, Portugal, Switzerland,

Austria, Slovenia, Hungary, Czech Republic,

Poland and the Commonwealth of Independent

States (including Russia) have contributed to

successful start. The Group has also set up a

sales office in South Africa.

In August 2000, DBM's wholly-owned subsidiary in

Singapore acquired 48.99% equity interest in

Dunham-Bush International (Thailand) Ltd., a

company incorporated in Thailand, to provide the

base to launch Dunham-Bush's products into

Thailand, Laos, Vietnam and Myanmar.

3 . W a t e r - C o o l e d R e c i p r o c a t i n g C h i l l e r s

4 . I c e T h e r m a l S t o r a g e M o d u l e s I n t e r g r a t e d

W i t h P a c k a g e d C h i l l e r s

In November 2001, Dunham-Bush (Cayman)

Limited entered into a joint-venture agreement

with IPROKOM Ltd. of the Federation of Russia

for the setting up of a new company, DB Eurasia

Limited, to manufacture air-handling units and

fancoils units. This company, DB Eurasia Limited

was incorporated on 20 May 2002.

As a major global player in air-conditioning and

refrigeration, the Group's R&D units in West

Hartford, Connecticut, Harrisonburg, Virginia,

USA, and in Bangi and Kajang, Malaysia, are

constantly coming out with new cutting-edge

technologies to ensure that DBM stays

competit ive. Today, the Group has two large

manufacturing facilities in Malaysia, one in the

USA, one in the UK, and two in China; its own

Regional Sales Offices in Singapore, Hong Kong,

Shanghai, Dubai, Holland, Mexico, South Africa

and Thailand; and a whole network of sales

agents and distributors in almost every country in

the world. The total employee strength including

the USA, UK and China facilities, together with its

sales offices worldwide, are approximately 1,600

people.

3

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Page 12: L AP o Ran Tah u n

A n d F a c t o r i e sL i s t o f R e g i o n a l O f f i c e s

China

Dunham-Bush International Limited

(Shanghai Representative Office)

Room 1009A, 10th Floor, Xin Da Building

No. 320, Xian Xia Road

Shanghai 200336, PRC

Tel : 86 - 21 - 6209 5248/9

Fax : 86 - 21 - 6209 5264

Email : [email protected]

Middle-East

Dunham-Bush Middle-East

(Dubai Representative Office)

P.O. Box 30922

Aweer, Dubai, UAE

Tel : 971 - 4 - 333 1533

Fax : 971 - 4 - 333 1491

Email : [email protected]

Europe

Dunham-Bush International (Europe) BV

Algolweg 9-7

3821 BG Amersfoort

The Netherlands

Tel : 31 - 33 - 453 5010

Fax : 31 - 33 - 455 4237

Email : [email protected]

USA

Dunham-Bush Inc

6255, South Valley Pike

Mount Crawford VA 22801

P.O. Box 20000

Harrisonburg VA 22801 USA

Tel : 1 - 540 - 434 0711

Fax : 1 - 540 - 434 2448

Email : [email protected]

South America

Dunham-Bush de Mexico SA de CV

Praga No. 33, Col. Juarez

Deleg. Cuauhtemoc

DF 06600 Mexico

Tel : 52 - 55 - 5208 1037/5511 4423

Fax : 52 - 55 - 5511 3315

Email : [email protected]

1 0

Regional Offices

Head Office:

Dunham-Bush (Malaysia) Bhd

Lot 8, Jalan P/7, Seksyen 13

43650 Bandar Baru Bangi

Selangor Darul Ehsan

Malaysia

Tel : 603 - 8925 9688

Fax : 603 - 8925 9681/2

Website : www.dunham-bush.com

Email : [email protected]

Regional Offices:

Malaysia

Dunham-Bush Sales & Services Sdn Bhd

Lot 12, Jalan P/7, Seksyen 13

43650 Bandar Baru Bangi

Selangor Darul Ehsan

Malaysia

Tel : 603 - 8925 9688

Fax : 603 - 8925 9681/2

Email : [email protected]

Topaire Sales & Services Sdn Bhd

Lot 10, Jalan P/7, Seksyen 13

43650 Bandar Baru Bangi

Selangor Darul Ehsan

Malaysia

Tel : 603 - 8925 2022

Fax : 603 - 8925 5605

Email : [email protected]

Asia Pacific

Dunham-Bush International Pte Ltd

146B, Paya Lebar Road

#05-01, Ace Building

Singapore 409017

Tel : 65 - 6842 2012

Fax : 65 - 6842 2013

Email : [email protected]

Dunham-Bush Sales & Services (S) Pte Ltd

146B, Paya Lebar Road

#05-01, Ace Building

Singapore 409017

Tel : 65 - 6842 2009

Fax : 65 - 6842 2010

Email : [email protected]

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Page 13: L AP o Ran Tah u n

Dunham-Bush Topaire Sdn Bhd

(Formerly Known as Topaire Sdn Bhd)

Lot 14, Jalan P/7, Seksyen 13

43650 Bandar Baru Bangi

Selangor Darul Ehsan

Malaysia

Tel : 603 - 8925 9688

Fax : 603 - 8925 9681/2

Email : [email protected]

USA

Hartford Compressors Inc

179, South Street, West Hartford

CT 06110 USA

Tel : 1 - 860 - 249 8671

Fax : 1 - 860 - 548 1705

Email : [email protected]

United Kingdom

Dunham-Bush Limited

European Headquarters

8, Downley Road

Havant, Hampshire

England P09 2JD

Tel : 44 - 2392 - 477 700

Fax : 44 - 2392 - 488 705

Email : [email protected]

China

Dunham-Bush Yantai Co Ltd

APEC Industrial Park

Yantai, Shandong

PRC 264002

Tel : 86 - 535 - 658 8999

Fax : 86 - 535 - 658 1999

Email : [email protected]

Hartford Compressors Yantai Co Ltd

No.8, Yanfu Road

APEC Industrial Park

Yantai, Shandong

PRC 264002

Tel : 86 - 535 - 658 8999

Fax : 86 - 535 - 658 1999

Email : [email protected]

South Africa

Dunham-Bush International (Africa) (Pty)

Ltd

Block D, Castle Walk Corporate Park

C/O Nossob & Swakop Street

Erasmuskloof, South Africa

Tel : 27 - 12 - 347 5359

Fax 27 : 27 - 12 - 347 5358

Email : [email protected]

Hong Kong & Macau

Dunham-Bush International Limited

Room 2407, 24/F, Cheung Tat Centre

18, Cheung Lee St.,

Chai Wan, Hong Kong

Tel : 852 - 2331 9638

Fax : 852 - 2331 9021

Email : [email protected]

Thailand

Dunham-Bush International (Thailand) Ltd

42 Tower, 10th Floor,

65, Sukhumvvit Soi 42

Sukhumvvit Road, Phrakanong

Klongtoey, Bangkok 10110, Thailand

Tel : 662 - 712 3156/7

Fax : 662 - 712 315858

Email : [email protected]

Factories

Malaysia

Dunham-Bush Industries Sdn Bhd

Lot 8, Jalan P/7, Seksyen 13

43650 Bandar Baru Bangi

Selangor Darul Ehsan

Malaysia

Tel : 603 - 8925 9688

Fax : 603 - 8925 9681/2

Email : [email protected]

Dunham-Bush Industries Sdn Bhd

Lot 5755-6, Kidamai Industrial Park

Bukit Angkat, 43000 Kajang

Selangor Darul Ehsan

Malaysia

Tel : 603 - 8733 9898

Fax : 603 - 8736 5763

Email : [email protected]

11

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Page 14: L AP o Ran Tah u n

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A s A t 3 0 A u g u s t 2 0 0 3

Dunham-Bush

Industries Sdn Bhd,

Malaysia100%

Dunham-Bush

Sales & Services

Sdn Bhd, Malaysia100%

Topgroup Polacel

Sdn Bhd, Malaysia100%

Dunham-Bush

Parts & Services Sdn Bhd,

Malaysia

100%

Anemostat Topgroup

Sdn Bhd, Malaysia86%

Dunham-Bush

Yantai Co Ltd, China55%

Hartford Compressors

Yantai Co Ltd, China55%

Dunham-Bush

Holdings (HK) Limited,

HK100%

Dunham-Bush

International

Limited, HK100%

Top-Aire

Air-Conditioning

(China) Limited, HK100%

Dunham-Bush

Services Company

Limited, HK90%

Top-Aire

Air-Conditioning

(HK) Limited, HK30%

Dunham-Bush

Topaire Sdn Bhd,***

Malaysia

85%

Topgroup Data-Aire

Sdn Bhd, Malaysia85%

Topaire Sales &

Services Sdn Bhd,

Malaysia60%

Topgroup M&E

Service Sdn Bhd,

Malaysia60%

Topgroup Parts &

Services (Kuantan)

Sdn Bhd, Malaysia70%

1 2

S t r u c t u r e G r o u p

Hartford's Compressors factory,

Hartford, Connecficut, USA

Dunham-Bush's Compressors factory,

Yantai, the People's Republic of China

Page 15: L AP o Ran Tah u n

Dunham-Bush

International Pte Ltd,

Singapore100%

Dunham-Bush

Sales & Services (S)

Pte Ltd, Singapore100%

Dunham-Bush

International (Europe)

BV, The Netherlands100%

Dunham-Bush

International (Africa)

(Pty) Ltd, South Africa100%

Dunham-Bush

International Brasil

SC LTDA, Brazil100%

*Dunham-Bush

Industries de Mexico

SA de CV, Mexico100%

**Dunham-Bush

Industrias

SA de CV, Mexico100%

Dunham-Bush

International (Cayman)

Limited, Cayman Islands100%

Dunham-Bush

Inc, USA100%

#Dunham-Bush

de Mexico

SA de CV, Mexico100%

Hartford Compressors

Inc, USA100%

Dunham-Bush

North America

Inc, USA100%

Dunham-Bush

(Europe) plc, UK51%

Dunham-Bush

Limited, UK100%

Dunham-Bush AP,

UK100%

Dunham-Bush

Engineering Ltd, UK100%

Dunham-Bush

International (Thailand)

Ltd, Thailand49%

# Dunham-Bush de Mexico SA de CV is 50% owned by Dunham-Bush International (Cayman) Limited and 50% by Dunham-Bush Inc

* Dunham-Bush Industries de Mexico SA de CV is 99.86% owned by Dunham-Bush (Malaysia) Bhd and the remaining 0.14% is held

by Dunham-Bush International (Cayman) Limited

** of which one (1) share of one (1) peso is held by Dunham-Bush de Mexico SA de CV

*** Formerly known as Topaire Sdn Bhd

1 3

Dunham-Bush's factory, Havant, EnglandDunham-Bush's factory, Yantai,

the People's Republic of China

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Page 16: L AP o Ran Tah u n

LA

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rate

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Exchange Rate: US$1.00 = RM3.80

Notes:

- Where additional shares are issued, the earnings per share are calculated on a weighted average number of shares.

- Dividend for FY 1997/98 and FY 1998/99 included a tax exempt dividend of 7% & 2.5% respectively.

- Dividend for FY 1999/2000 are tax exempt.

Description

Revenue

(Loss)/Profit before taxation

(Loss)/Profit after taxation

(Loss)/Profit attributable

to shareholders

Share capital

Share premium

Reserves

Shareholdersí equity

ICULS

Minority interests

Reserve on consolidation

Capital funds

Deferred liabilities

Current liabilities

Property, plant and equipment

Intangible assets

Investment

Current assets

Total assets

Net tangible assets per

share (cents/sen)

Net assets per share

(cents/sen)

(Loss)/Earnings per share

(cents/sen)

Dividend rate (%)

Dividend amount (RMí000)

1 4

S u m m a r yG r o u p F i n a n c i a l

RM'000

416,235

20,608

15,105

16,798

43,998

88,527

36,078

168,603

-

12,768

181,371

35,136

172,598

389,105

132,263

21,896

36

234,910

389,105

333.4

383.2

40

22

6,776

362,914

(32,046)

(37,536)

(40,887)

90,364

114,518

(109,646)

95,236

-

29,547

125,658

31,498

188,832

345,988

94,398

414

-

251,176

345,988

105.2

105.7

(45)

-

-

409,266

(62,520)

(65,482)

(69,525)

88,331

94,552

(70,012)

112,871

21,999

28,226

163,971

25,144

195,498

384,613

93,999

11,781

-

278,833

384,613

115.4

128.8

(79)

-

-

95,504

(8,433)

(9,878)

(10,760)

23,780

30,136

(28,854)

25,062

-

7,776

875 875

489,523

(12,793)

(15,177)

(17,798)

88,331

94,552

(156)

182,727

21,999

20,091

224,817

9,177

251,379

485,373

27,777

-

310,403

485,373

175.4

206.9

(33)

-

-

281.2

346.7

(44)

3

1,325

324.8

404.8

(72)

5

1,892

406.5

486.2

(18)

10

4,030

-

440,873

(13,109)

(16,485)

(19,450)

44,148

88,723

20,208

153,079

21,999

15,595

190,673

48,198

225,467

464,338

154,817

28,954

122

280,445

464,338

-

450,899

(25,878)

(29,092)

(31,867)

43,998

88,527

45,578

178,103

21,999

15,692

215,794

19,660

236,583

472,037

167,529

35,182

68

269,258

472,037

-

459,216

(6,360)

(11,170)

(7,996)

43,998

88,527

(81,405)

213,930

21,999

10,254

246,183

51,629

188,028

485,840

181,730

35,097

70

268,943

485,840

- -230

33,068

8,289

49,693

91,050

24,842

109

-

66,099

91,050

27.7

27.8

(12)

-

-

1996/97

RM'000

1997/98

RM'000

1998/99

RM'000

1999/2000

RM'000

2000/2001

RM'000

2001/2002

RM'000

2002/2003

RM'000

2002/2003

147,193


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