SNTW Summit Networks Inc (QB)

INFORMATION STATEMENT

Relating to the Amendment of our Articles of Incorporation

Summit Networks, Inc.

3A, Kingswell Commercial Tower

171-173 Lockhard Road

Wanchai, Hong Kong

Dear Summit Networks Shareholders:

NOTICE IS HEREBY GIVEN that we have received written consents in lieu of a meeting from stockholders representing a majority of our outstanding shares of voting stock approving the following actions:

1) Approval of an amendment of our Articles of Incorporation to increase the number of our authorized shares.

Prior to the mailing of this Information Statement, certain shareholders who represent a majority of our outstanding voting shares, signed written consents approving the actions listed above on the terms described herein (the “Actions”). As a result, the Actions have been approved and neither a meeting of our stockholders nor additional written consents are necessary. We are not asking you for a Proxy and you are requested not to send us a Proxy .  The Actions will be effective twenty (20) days from the mailing of the Information Statement, which is expected to take place on July 5, 2019, and such Actions will result in the following:

1) The Articles of Incorporation will be amended to increase the Company’s authorized shares of preferred stock from 5,000,000 shares to 10,000,000 shares and the common shares from 70,000,000 to 500,000,000 both with a par value of $.001. The preferred shares are blank check preferred and they may be issued with the preferences determined by the Board of Directors.

The Company will pay all costs associated with the distribution of the Information Statement, including the cost of printing and mailing. The Company will reimburse brokerage and other custodians, nominees and fiduciarie s for reasonable expenses incurred by them in sending out the Information Statement to the beneficial owners of the Company’s common stock.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS:  NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN, AND NO PROXY OR VOTE IS SOLICITED BY THIS NOTICE. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS, DESCRIBED MORE SPECIFICALLY BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE OUTSTANDING VOTING SHARES OF THE COMPANY. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.

By Order of the Board of Directors,

/s/Chi Ming Tso

Chi Ming Tso, C.E.O.

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PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION

TO INCREASE ITS AUTHORIZED SHARES

General

Our Board of Directors has unanimously approved and a majority of our shareholders have voted for an amendment to the Company’s Articles of Incorporation which increases our total number of authorized shares from 70,000,000 common shares, with a par value of $.001 per share, and 5,000,000 shares of preferred stock with a par value of $.001 per share, to 500,000,000 shares of common stock and 10,000,000 preferred shares, each with a par value of $.001 (the “Amendment”).  As of June 6, 2019, there were approximately 6,104,999 common shares outstanding and no shares of preferred stock outstanding.

Reason for the Amendment

The Board of Directors and the shareholders, deem it advisable to increase the number of our authorized shares in order to provide us with increased flexibility in structuring possible future financings and acquisitions, to provide securities convertible into common stock, and to meet other corporate needs which might arise. Neither the Board of Directors nor our management is aware of any specific effort to accumulate our securities or to obtain control over us by means of a merger or tender offer.

The Company’s existing Articles of Incorporation authorize 70,000,000 common shares, with a par value of $.001, and 5,000,000 shares of preferred stock with a par value of $.001. The proposed Amendment increases the number of preferred shares the Company is authorized to issue to 10,000,000, and the authorized number of common stock will be increased to 500,000,000, with a par value of $.001.  The Board may, by resolution adopted and filed with the Nevada Secretary of State in the manner provided by law, authorize one or more classes or series of preferred stock and fix the relative rights and preferences of each such class or series. These shares will be available for issuance by the Board at such time and for such purposes as the Board may deem advisable without further action by the shareholders, except as may be required by law or regulatory authorities.

Approval of an increase in the authorized number of preferred shares generally empowers the directors of the Company to issue additional preferred shares without giving notice to the shareholders or obtaining their approval, except in certain circumstances, such as in connection with the adoption of certain employee benefit plans.

Existing Anti-Takeover Provisions

The proposal to increase the authorized number of preferred and common shares is not submitted in response to any attempt to accumulate stock or threatened takeover. However, the increase in the number of authorized shares could, under certain circumstances, be construed as having an anti-takeover effect by, for example, diluting the stock ownership of shareholders and possibly making it more difficult to effect a change in the composition of the Board of Directors through the removal or addition of directors, or to accomplish a given transaction that may be in the shareholders’ interests. Further, the dilutive effect may limit the participation of shareholders in a merger or similar business combination, whether or not such transaction is favored by our management.

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Preferred Shares

The proposed amendment would authorize the Board of Directors, without any further stockholder action (unless such action is required in a specific case by applicable laws or regulations or by applicable rules of a trading market or stock exchange), to issue from time to time  an increased number shares of Common shares and Preferred shares in one or more series, to determine the number of shares to be included in any series and to fix the designation, voting power, other powers, preferences and rights of the shares of each series and any qualifications, limitations or restrictions of the series.

Any series of Preferred Stock could, as determined by our Board of Directors at the time of issuance, rank, with respect to dividends, voting rights, redemption and liquidation rights, senior to the Company’s common stock.

In the Board of Directors’ opinion, the primary reason for authorizing additional Preferred shares is to provide flexibility for the Company’s capital structure. The Board of Directors believes that this flexibility is necessary to enable it to tailor the specific terms of a series of Preferred shares that may be issued to meet market conditions and financing opportunities as they arise, without the expense and delay that would be entailed in calling a stockholders meeting to approve the specific terms of any series of Preferred shares.

The Preferred shares may be used by the Company for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations. Other purposes could include issuances in connection with the acquisition of other businesses or properties.

Effects of Authorization of Preferred Shares

It is not possible to state the precise effects of the authorization of the Preferred and Common shares on the rights of the holders of our common stock until the Board of Directors determines the respective preferences, limitations, and relative rights of the holders of the class as a whole or of any series of the Preferred stock. Such effects might include:

i. reduction of the amount that otherwise might be available for the payment of dividends on common stock to the extent dividends are payable on any issued Preferred stock;

ii. restrictions on dividends on the common stock;

iii. rights of any series or the class of Preferred stock to vote separately, or to vote with the common stock;

iv. conversion of the Preferred stock into common stock at such prices as the Board of Directors determines, which could include issuance at below the fair market value or original issue price of the common stock, diluting the book value or per share value of the outstanding Common Stock; and

v. the holders of common stock not being entitled to share in the Company’s assets upon liquidation until satisfaction of any liquidation preference granted to holders of the preferred stock.

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NO DISSENTERS RIGHTS

Under Nevada law you are not entitled to dissenters rights with respect to the amendment of the Articles of Incorporation to increase the number of shares of authorized preferred stock.

AMENDMENT TO THE ARTICLES OF INCORPORATION

Article II of the Articles of Incorporation will be amended to increase the number of authorized preferred shares.  The Amended and Restated Articles of Incorporation will be filed with the Secretary of State of Nevada.  After the filing, the Company will have 500,000,000 authorized shares of common stock and 10,000,000 authorized shares of Preferred Stock.

RECOMMENDATION OF THE BOARD OF DIRECTORS

For the reasons set forth above, we believe that the increase in the authorized shares of common and preferred stock is in the best interest of the Company and its shareholders and, therefore the Board recommended and the shareholders vote for this proposal.

Documents Incorporated by Reference

Our Annual Report on Form 10-K for the year ended July 31, 2018 and our Quarterly Reports on Form 10-Q for the periods ended October 31, 2018, January 31, 2019 and April 30, 2019 are incorporated by reference herein.