BW LPG Ltd 2025年年度报告和过渡报告

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of theclose of the period covered by the annual report. As at 31 December2024, there were151,538,443ordinary shares (excluding 7,743,557 treasury ordinaryshares), no par value per share, issued and outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that theregistrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (orfor such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Emerging growthcompany☐ Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended period for complying with any new or revisedfinancial accounting standards † provided pursuant to Section13(a)of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15. U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP☐International Financial Reporting Standardsas issued by the International AccountingStandards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow. Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule12b-2 of the Exchange Act). Yes☐No☒ TABLE OF CONTENTS TABLE OF CONTENTSiINTRODUCTION AND USE OF CERTAIN TERMS1PRESENTATION OF FINANCIAL AND OTHER INFORMATION2SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS7PART I9ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS9ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE9ITEM 3. KEY INFORMATION93.A. [RESERVED.]93.B. CAPITALIZATION AND INDEBTEDNESS93.C. REASONS FOR THE OFFER AND USE OF PROCEEDS93.D. RISK FACTORS9ITEM 4.INFORMATION ON THE COMPANY364.A. HISTORY AND DEVELOPMENT OF THE COMPANY364.B.BUSINESS OVERVIEW384.C.ORGANIZATIONAL STRUCTURE634.D.PROPERTY, PLANT AND EQUIPMENT64ITEM 4A. UNRESOLVED STAFF COMMENTS64ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS645.A. OPERATING RESULTS645.B. LIQUIDITY AND CAPITAL RESOURCES755.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.805.D. TREND INFORMATION805.E. CRITICAL ACCOUNTING ESTIMATES80ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES806.A. DIRECTORS AND SENIOR MANAGEMENT806.B. COMPENSATION836.C. BOARD PRACTICES846.D. EMPLOYEES856.E. SHARE OWNERSHIP856.F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDEDCOMPENSATION86ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS867.A. MAJOR SHAREHOLDERS867.B. RELATED PARTY TRANSACTIONS877.C. INTERESTS OF EXPERTS AND COUNSEL87ITEM 8. FINANCIAL INFORMATION878.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION878.B. SIGNIFICANT CHANGES88ITEM 9. THE OFFER AND LISTING889.A