Item 1.02 Termination of a Material Definitive Agreement.
As previously reported, on January 20, 2021, Beijing Asian League Wins
Technology Co., Ltd ("Beijing ALW"), an indirectly wholly owned subsidiary of
Summit Networks Inc. (the "Company", "we" or "us"), entered into a series of
contractual arrangements, including certain Equity Pledge Agreement, Exclusive
Technology Development, Consulting and Services Agreement, Exclusive Option
Agreement and Spousal Consent and Irrevocable Power of Attorney (collectively,
the "VIE Agreements") with Hengshui Jingzhen Environmental Company Limited
("Hengshui Jingzhen") and Hengshui Jingzhen's shareholders named therein,
pursuant to which Beijing ALW gained control over Hengshui Jingzhen (the "VIE
Arrangement").
As a result of the change of the Company's business, on March 29, 2021, the
Company's board of directors (the "Board") and a majority of holders of the
Company's outstanding shares of common stock approved the termination of the VIE
Arrangement and the VIE Agreements. On the same date, Beijing ALW, Hengshui
Jingzhen, and Hengshui Jingzhen's shareholders entered into a Termination
Agreement (the "Termination Agreement") to terminate the VIE Agreements and the
VIE Arrangement, effectively immediately. As such, Beijing ALW no longer has the
control rights and rights to the assets, property and revenue of Hengshui
Jingzhen.
The translation of the Termination Agreement is qualified in its entirety by
reference to the complete text of the translation of the Termination Agreement,
which is filed hereto as Exhibit 10.1.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Reference is made to the disclosure set forth under Item 1.01 above, which
disclosures are incorporated herein by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Pro Forma Financial Information
The unaudited pro forma combined financial information of our Company including
the unaudited pro forma combined balance sheet as of December 31, 2020, the
unaudited pro forma combined statement of comprehensive income for the three
months ended December 31, 2020, unaudited pro forma combined statement of
comprehensive income for the year ended September 30, 2020 and the notes related
thereto are filed as Exhibit 99.1 and are incorporated herein by reference.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
10.1 Translation of Termination Agreement, dated March 29, 2021
99.1 Unaudited Pro Forma Combined Financial Information.
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