Hong Kong-listed Century Entertainment has revealed that its Chairman Ng Man Sun had dealings in securities during the “black-out period” preceding the publishing of the company’s half-year results.
In a stock exchange filing late on Monday, the company revealed that Ng – also the majority shareholder in the company – entered into a sale and purchase agreement of convertible bonds in the amount of HK$32 million ($4.11 million).
According to Hong Kong Stock Exchange rules, company directors are prohibited from dealing in any securities of the company on days when financial results are published and then 30 days prior.
The company notes that the breach is due to Ng’s ‘inadvertent oversight oc the commencement of the Black-out Period’, noting that the negotiation for the transfer had commenced ‘from about September 2024’, before the black-out period. The original signing was also originally scheduled for October 26th, 2024, but was delayed to November 4th due to the ‘request of the placement agent and the purchaser’.
As such, the company notes that the breach was ‘an unintended mistake of Mr. Ng and does not materially affect his suitability as a Director or raise any serious concern as to the integrity of Mg. Ng’.
Ng had previously indicated that he would not call for repayment of the convertible bonds – both the HK$32 million due for repayment on December 30th, 2026 and the HK$50 million ($6.43 million) due on September 30th, 2025. He also indicated he ‘will further provide sufficient financial supports for the Group’s working capital for a period of at least 12 months’.
After the transfer of the HK$32 million, the company obtained an undertaking from the purchaser that she ‘will not call for repayment of the convertible bonds’ and will also further provide 12 months of ‘sufficient financial supports for the group’s working capital […] as and when required’.
The company’s chairman further ‘confirmed that he will continue to oversee the management and operation of the gaming business in Cambodia’.
Given that Ng’s HK$50 million in convertible bonds were fully cancelled, the group considers that ‘the company will have sufficient working capital for its current requirements and it is reasonable to expect that it will remain a commercially viable concern’.
In remedial efforts, the group plans to nominate another Director to receive relevant notices and adopt a policy that notifications be circulated amongst all directors, expected to be implemented by the end of this month. It has also pledged internal control enhancements and training for directors on listing rules.
Century Entertainment operates VIP rooms in Dara Sakor, Cambodia.
