BW LPG Ltd 2026年年度报告和过渡报告

Securities registered or to be registered pursuant to Section12(g)of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section15(d)of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report. As at 31 December2025, there were 151,342,653 ordinary shares (excluding 7,939,347 treasury ordinary shares), no parvalue per share, outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities Exchange Act of 1934. Table of Contents Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and(2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended period for complying with any new or revised financial 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 Financial AccountingStandards 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’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15. U.S.C. 7262(b)) bythe 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 financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: U.S. GAAP☐International Financial Reporting Standards as issued by the International Accounting Standards If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant 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 in Rule12b-2 of theExchange Act). TABLE OF CONTENTS PageINTRODUCTION 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 COMPANY394.A. HISTORY AND DEVELOPMENT OF THE COMPANY394.B.BUSINESS OVERVIEW414.C.ORGANIZATIONAL STRUCTURE654.D.PROPERTY, PLANT AND EQUIPMENT66ITEM 4A. UNRESOLVED STAFF COMMENTS66ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS665.A. OPERATING RESULTS665.B. LIQUIDITY AND CAPITAL RESOURCES765.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.795.D. TREND INFORMATION805.E. CRITICAL ACCOUNTING ESTIMATES80ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES816.A. DIRECTORS AND SENIOR MANAGEMENT816.B. COMPENSATION836.C. BOARD PRACTICES846.D. EMPLOYEES856.E. SHARE OWNERSHIP866.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 COUNSEL8