ONTARIO SUPERIOR COURT OF JUSTICE
Court decision, please visit: Canadian Legal Information Institute (https://www.canlii.org/en/on/onsc/doc/2025/2025onsc3648/2025onsc3648.html) or PDF CITATION: Zhou v. Chen, 2025 ONSC 3648 COURT FILE NO.: CV-25-741704-00CL DATE: 20250619 ONTARIO SUPERIOR COURT OF JUSTICE BETWEEN: FAN ZHOU, 3888 INVESTMENT GROUP LIMITED and VISIONARY HOLDINGS INC. Plaintiffs ) )))))) Calvin Zhang & Yun Lu, for the Plaintiffs – and – ZHONG CHEN, DONALD M. KEALEY, SIMON L. TANG, CHARLES YONGJUN FU, JIE LUO, XIAOFENG WANG and GUOHAO XU Defendants )) ) ) ) ) ) ) ))) , Michael S. Myers & Arash Jazayeri, for the Defendants Zhong Chen, Charles Yongjun Fu, Simon L. Tang, Donald M. Kealey and Jie Luo ) ) HEARD: June 6, 2025 ENDORSEMENT justice Jana steele Overview [1] This matter involves a publicly traded company, Visionary Holdings Inc. (“VHI” or the “Company”) and allegations of oppression, among other things. Motions were brought by both the plaintiffs and the defendants for declaratory and injunctive relief. The plaintiffs allege wrongdoings related to the calling of Board meetings and unauthorized Securities and Exchange Commission filings, among other things. The defendants take the position that the plaintiffs Zhou and 3888 have engaged in oppressive conduct, and fraud, among other things. [2] Essentially, this matter is about two things: (1) the rightful board of directors of VHI; and (2) whether there is a prima facie case that the plaintiff, Fan Zhou (“Zhou”) has engaged in fraud and/or oppressive conduct, among other things, in breach of her fiduciary duties owed to VHI such that an order directing an investigation is appropriate. [3] The relief was urgently sought. The plaintiffs state that the most pressing harm is the imminent risk of NASDAQ delisting VHI if VHI’s annual financials are not approved and filed by July 15, 2025. A recognized, functioning Board of Directors is required in order for the annual financials to be approved and filed in a timely manner. [4] The rightful board of directors’ issue is quite straightforward. The Board of Directors of VHI as it existed on March 25, 2025 constitutes the lawful Board of Directors until further court order. I have also determined that the Board of Directors should be entitled access to records, usernames, and passwords for EDGAR, NASDAQ, and securities portals. [5] In addition, I have determined that it is appropriate to appoint an inspector and require that the status quo be maintained pending further court order. Background [6] VHI is an Ontario corporation, the shares of which are publicly traded on the NASDAQ. Zhou is the founder of VHI. Zhou is also a director of VHI. [7] 3888 Investment Group Limited (“3888”) is an Ontario corporation, wholly owned and controlled by Zhou’s daughter, Wan Hong Wu (“Wu”). Wu received the shares for no consideration. [8] 3888 is the sole holder of VHI’s Class B Common Shares, which purport to carry 100 votes per share. If these Class B Common Shares are validly issued, 3888 would hold approximately 97% of the total voting power in VHI. 3888 holds approximately 27% of the total issued and outstanding common shares of VHI. [9] The defendants are five members of VHI’s Board of Directors: Zhong Chen (“Lawrence”), Marc Kealey (“Marc”), Simon Tang (“Simon”), Charles Fu (“Charles”), and Jie Luo (“Roger”). [10] Each of Lawrence, Simon, Charles, and Marc hold common shares of VHI. [11] Prior to March 26, 2025, VHI’s board of directors consisted of nine (9) individuals: Zhou, Zongjiang He, Jun Huang, Lawrence, Marc, Simon, Charles, Roger, and William Chai. [12] On May 2, 2025 a case conference was held before Conway J. At that conference, Conway J. scheduled the motion and set out the agreed timetable for delivery of materials. [13] On May 12, 2025 an urgent motion was brought before Osborne J. At para. 25 of his May 12, 2025 endorsement, Osborne J. made an order preserving the status quo pending the hearing and determination of the motion scheduled for June 6, 2025. The status quo order required that during such time “no party may take any steps or transactions outside the ordinary course of business of Visionary.” In addition, Osborne J. specified that, subject to further court direction: There shall be no meeting of any Board of Directors of Visionary, or any Board Committee, until such time as the composition of the Board is resolved or determined; There shall be no meeting of shareholders of Visionary, and no action taken or purported to be taken outside the ordinary course of business; No audit or financial statements shall be approved, and none shall be filed or released, until the composition of the Board is resolved or determined; As follows from the above point, there shall be no amendment or purported amendment to the articles of incorporation, by-laws, jurisdiction of incorporation, head office or banking authority of Visionary; There shall be no public disclosure by any party save and except as may be directed by further order of the Court or the SEC; and There shall be no sale, transfer, assignment or encumbrance in any way, directly or indirectly, of any asset of Visionary outside the ordinary course of business. [14] At the hearing of the motion, the plaintiffs raised a preliminary issue regarding the late timing of the defendants’ filing of certain materials and asked for the late filed materials to be struck. I indicated that if the plaintiffs required additional time to, among other things, consider the late filed materials and/or conduct cross-examinations, in the circumstances I was prepared to adjourn the matter to provide the plaintiffs with additional time. The plaintiffs indicated that they wanted to proceed with the motions. Analysis What is the constitution of the rightful