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Writer’s Name:
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Teo Mae Shaan
Lim Ziwei
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Tel:
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+65 6439 4850
+65 6439 4815
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Our ref:
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2262431
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E-Mail:
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maeshaan.teo@shooklin.com
ziwei.lim@shooklin.com
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Your ref:
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By Email
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| 1. |
INTRODUCTION
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| 1.1 |
At your request, we have examined the preliminary prospectus supplement dated 23 September 2026 (the “Preliminary Prospectus Supplement”) and filed with the Securities and Exchange Commission (the
“Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 as amended (the “Securities Act”) and the final prospectus supplement dated 24 September
2026 to be filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Final Prospectus Supplement”, and together with the Preliminary Prospectus Supplement, the “Prospectus Supplement”), to the base prospectus dated 29 May 2025 included in the Registration Statement of the Company on Form F-3 filed with the Commission on 29 May 2025 (Registration No. 333-287637)
(the “Registration Statement”) at the time it originally became effective (the “Base Prospectus”) in connection with the registration under the Securities Act
of the offer and sale of up to 35,488,875 ordinary shares of the Company (“Shares”), in accordance with the Base Prospectus, the Registration Statement and as supplemented by the Prospectus Supplement
(the “Transaction”).
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| 1.2 |
The Shares to be offered and sold to investors in the Transaction will be existing Shares (the “Borrowed Shares”) borrowed by Fearnley Securities AS (the “Settlement
Agent”) from BW Group Limited (the “Share Lender”), and the Company shall issue an equal number of new Shares to the Settlement Agent, for the account of the Share Lender, in repayment of the
Borrowed Shares loaned from the Share Lender.
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| 1.3 |
In connection with the Transaction, the Company has entered into (a) an engagement letter engaging Fearnley Securities AS, Pareto Securities AS, Clarksons Securities AS and Arctic Securities AS (collectively, the “Managers”) as the placement agents in connection with the Transaction and (b) a share lending agreement with the Managers and the Share Lender dated 22 September 2026 (the “Share Lending Agreement”).
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| Shook Lin & Bok LLP | 旭龄及穆律师事务所 |
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| 1.4 |
We have taken instructions solely from the Company and this opinion is being rendered solely to the Company in connection with the filing of the Prospectus Supplement.
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| 2. |
SCOPE OF THIS OPINION
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| 2.1 |
Save for the documents set out in paragraph 3.1 of this opinion, we have not sighted or examined any contracts, instruments or documents entered into by or affecting the Company, or any of the Company’s corporate records. The documents
set out in paragraph 3.1 of this opinion are the only documents and/or records we have examined for the purpose of this opinion.
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| 2.2 |
This opinion is given on the condition that it will be governed by and construed in accordance with the laws of the Republic of Singapore and that any action or proceeding based on this opinion will be subject to the exclusive
jurisdiction of the courts of the Republic of Singapore. We have made no investigation of, and do not express or imply any views on, the laws of any country other than the Republic of Singapore.
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| 2.3 |
This opinion is given on the basis of the assumptions and is subject to the qualifications respectively set out in paragraphs 4, 6 and 7 of this opinion.
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| 3. |
DOCUMENTS
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| 3.1 |
For the purposes of this opinion, we have examined and relied upon the following documents:
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| (a) |
a copy of the certificate confirming registration by transfer of the Company dated 1 October 2024 issued by the Accounting and Corporate Regulatory Authority of Singapore;
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| (b) |
a copy of the constitution of the Company (the “Constitution”);
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| (c) |
an electronic copy (in Adobe Acrobat form) of the Preliminary Prospectus Supplement dated 23 September 2026 (with an electronic copy of the Base Prospectus exhibited thereto);
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| (d) |
an electronic copy (in Adobe Acrobat form) of the Registration Statement filed with the Commission on 29 May 2025;
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| (e) |
an electronic copy (in Adobe Acrobat form) of the Final Prospectus Supplement dated 24 September 2026;
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| (f) |
an electronic copy (in Adobe Acrobat form) of the Share Lending Agreement; and
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| (g) |
such other documents as we have considered necessary to the rendering of this opinion,
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| 3.2 |
We have not examined any documents other than those set out in paragraph 3.1 of this opinion. Save as expressly provided in paragraph 5 of this opinion, we express no opinion whatsoever with respect to any agreement or document,
including the Documents.
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| 4. |
ASSUMPTIONS
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| 4.1 |
the genuineness of all signatures and seals on the Documents, the completeness and the conformity to original documents of all copies submitted to us and the authenticity of the originals of such copies;
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| 4.2 |
that the copies of the Documents submitted to us for examination are true, complete and up-to-date copies and remain accurate and, as the case may be, fully in force and not revoked, as at the date of this opinion;
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| 4.3 |
that where a copy of any Document has been provided to us in draft form, such Document will be executed in that form and will be effectively executed and will not be amended, rescinded, revoked, modified or replaced by any subsequent
agreement or arrangement;
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| 4.4 |
the truthfulness of each statement as to all factual matters contained in any Document;
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| 4.5 |
that the sale of the Borrowed Shares will comply in all respects with the terms, conditions and restrictions in the Documents and all the instruments and other documents relating thereto or executed in connection therewith (where
applicable) and the applicable restrictions and regulations under the Securities Act;
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| 4.6 |
that each of the Documents was duly and validly authorised by the parties thereto (other than the Company), and executed and delivered by the parties thereto;
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| 4.7 |
the validity and enforceability of the Documents against the parties thereto (other than pursuant to Singapore law); and
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| 4.8 |
that the Company was duly incorporated and validly existing under the laws of Bermuda prior to 1 October 2024 and all the ordinary shares of the Company issued on or prior to 1 October 2024 were validly issued, fully paid and
non-assessable and by virtue of Part 10A of the Companies Act 1967 of Singapore, are ordinary shares of the Company that are validly issued, fully paid and non-assessable with effect from 1 October 2024. For the purposes of this opinion, we
have assumed that the term "non-assessable" in relation to Shares means under Singapore law that holders of such Shares, having fully paid up all amounts due on such Shares including as to the issue price thereon, are under no further
personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Shares.
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| 5. |
OPINION
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| 6. |
QUALIFICATIONS
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| 6.1 |
we express no opinion as to matters of fact;
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| 6.2 |
we hold ourselves out as only having legal expertise, and our statements in this opinion are made only to the extent that a law firm practising Singapore law in Singapore having our role in connection with the Transaction, would
reasonably be expected to have become aware of relevant facts and/or to have identified the implications of those facts. We do not hold ourselves out as having any skills or expertise in any other capacity, financial, business, accounting,
audit, taxation or technological or otherwise, nor do we render any advice on any foreign law or regulation;
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| 6.3 |
we have made no investigation of, and do not express or imply any views or opinion on, the laws of any jurisdiction outside Singapore, and in particular, we give no advice regarding the application or content of the federal law of the
United States or the laws of any state within the United States. In respect of the Documents, we have assumed due compliance with all matters concerning the laws of all other jurisdictions other than Singapore (in respect of the matters
which we have opined on in this opinion);
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| 6.4 |
we express no opinion as to, and have not investigated or verified the validity, accuracy or completeness of, the facts and information, including any statements of foreign law, or the reasonableness of any assumptions, statements of
opinion or intention, contained in the Documents nor have we attempted to determine whether any material fact has been omitted from such Documents or whether particular events have in fact occurred. With respect to matters of fact material
to this opinion, we have relied on the statements of the responsible officers of the Company;
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| 6.5 |
this opinion is strictly limited to matters stated herein and is not to be read or construed as extending (by implication or otherwise) to any other matter or document, regardless of whether such matter or document is in connection with,
or referred to, contemplated by or incorporated by reference in, the Prospectus Supplement and/or the Documents;
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| 6.6 |
we have only been provided with the Documents described in paragraph 3.1 of this opinion and have neither reviewed nor been provided with any other information. Accordingly, no opinion is expressed on any document or matter which is not
apparent on the face of such Documents, including, without limitation, any documents or provisions incorporated by reference in the Documents. In particular, no opinion is expressed on the power, capacity and authority of any party to the
Documents to assume any obligation, perform any act or be party to any matter that is not apparent on the face of the Documents (without reference to any other document or matter);
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| 6.7 |
we express no opinion on the accuracy or completeness of any statements as to matters of fact or to any representation contained in the Documents nor upon the commercial terms of the transactions contemplated by the Documents;
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| 6.8 |
in respect of policies and procedures, our opinion herein is based on a face value reading of documentation provided to us and comparison with relevant legal requirements, and we do not express any opinion as to the effectiveness of
their implementation; and
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| 6.9 |
this opinion is given on the basis that there will be no amendment to, or termination or replacement of, the Documents or of the authorisations and approvals referred to in this opinion, and on the basis of the laws of Singapore in force
as at the date of this opinion.
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| 7. |
GENERAL
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| 7.1 |
Subject to the assumptions and qualifications in this opinion, we consent to the use of our opinion as herein set forth as an exhibit to the Prospectus Supplement and further consent to all references to us, if any, in the Prospectus
Supplement and any amendments or supplements thereto. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations
promulgated thereunder. Further, save for the use of this opinion as an exhibit to the Prospectus Supplement, this opinion is not to be circulated to, or relied upon by, any other person (other than persons entitled to rely on it pursuant
to the provisions of the Securities Act) or quoted or referred to in any public document or filed with any governmental body or agency, without our prior written consent.
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| 7.2 |
This opinion is limited to the laws of Singapore in force as at the date of this opinion and is given on the basis that it will be governed by and construed in accordance with the laws of Singapore. We undertake no responsibility to
update this opinion to reflect, or notify any addressee of this opinion or any other person of, any legal or legislative developments or other changes to law or fact arising after the date of this opinion or from the discovery subsequent to
the date of this opinion of information not previously known to us pertaining to the events occurring on or prior to the date of this opinion. Our opinion is given only with respect to matters of law and we necessarily do not opine on
matters of fact.
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