Visionary Holdings Inc. Minutes of the Board of Directors Meeting (Internal Use)Date: Friday, July 11, 2025Time: 10:00 AM ESTLocation: Microsoft Teams (Virtual Meeting) Attendees Directors Present: Mr. Marc Kealey Mr. Zhong Chen Mr. Charles Fu Mr. Simon Tang Mr. Jieluo Invited Observers: Mr. Jimmy He Mr. Frank Hou (CEO) Ms. Huiming Luo Board Secretary: Mr. Christian Xu Directors Absent: Mr. Zongjiang He Mr. Jun Huang Ms. Zhou Fan (Ms. Zhou Fan is currently prohibited from participating, directly or indirectly, in the management of Visionary Holdings Inc. (“VHI”) pursuant to a court order.) Call to Order The meeting was called to order at 10:00 AM EST by Mr. Marc Kealey. He welcomed the attendees and emphasized the urgent governance issues arising from recent legal developments. Acknowledgment of Court Order The Board formally acknowledged the decision of the Ontario Superior Court of Justice in Zhou v. Chen, 2025 ONSC 3648, which restrains Ms. Zhou Fan from participating in the management of VHI pending further order. The Board specifically noted paragraph 57 of the ruling, which highlights the potential harm of non-compliance. The Board reaffirmed its full commitment to complying with the Court’s directives. Audit Oversight Authorization The Board engaged in a discussion regarding the importance of enhanced transparency, internal controls, and independent oversight of Visionary Holdings Inc.’s financial reporting and audit process, particularly in light of recent governance and legal developments. In addition to the ongoing responsibilities of Chief Financial Officer Ms. Katy Liu, the Board resolved to appoint Mr. Dashu Zhu (also known as Jack Zhu), the former President of Bank of China Canada, to participate in and supervise the financial review and audit process. Mr. Zhu brings decades of banking, compliance, and financial governance experience, and his participation is intended to reinforce investor confidence, ensure procedural integrity, and support the company in meeting its regulatory obligations. Mr. Zhu’s involvement will also serve as an additional layer of fiduciary oversight as the company prepares for financial reporting, regulatory filings, and potential capital-raising activities. Motion: Moved by Mr. Zhong Chen Seconded by: Mr. Marc Kealey Vote: Unanimously approved Resolution: Mr. Dashu Zhu is formally authorized to participate in and oversee the financial and audit processes of Visionary Holdings Inc., working collaboratively with CFO Ms. Katy Liu and the external auditors. His responsibilities shall include reviewing internal financial records, advising on compliance measures, and reporting audit findings to the Board on a regular basis. Recovery of Ontario Corporation Keycode The Board discussed concerns regarding the Ontario Corporation Keycode, which is currently under the control of Ms. Zhou Fan and accessed through her personal email account. This situation poses a significant security and governance risk, as the Keycode is essential for accessing and updating the company’s corporate records. The Board emphasized that no individual should have exclusive or unauthorized control over critical corporate credentials, especially in light of the ongoing legal proceedings and the court’s restraining order against Ms. Zhou Fan. Motion: Moved by Mr. Zhong Chen Seconded by: Mr. Marc Kealey Vote: Unanimously approved Resolution: The Board resolves to take immediate action to recover the Ontario Corporation Keycode from Ms. Zhou Fan. Any future request by Ms. Zhou Fan to access or use the Keycode must be supported by a valid court order and an express resolution of the Board. Authorization of Mr. Xiyong Hou and Mr. Zhong Chen as Company Bank Signatories In light of the aforementioned court order and to ensure the continued, secure, and compliant operation of Visionary Holdings Inc.’s banking activities, the Board resolved to suspend Ms. Zhou Fan’s authority over all corporate bank accounts currently under her control. The Board further resolved to appoint Mr. Xiyong Hou and Mr. Zhong Chen as authorized bank signatories, with full authority to manage and conduct banking transactions on behalf of the company. Motion:Moved by Mr. Zhong Chen Seconded by: Marc Kealey Vote:Unanimously approved Resolution:The Board hereby suspends Ms. Zhou Fan’s authority over the corporate bank accounts and appoints Mr. Xiyong Hou and Mr. Zhong Chen as authorized signatories for all banking matters related to Visionary Holdings Inc. Resolution Regarding the Removal of Ms. Zhou Fan’s Corporate Titles Based on the Ontario Superior Court of Justice’s Order in Zhou v. Chen, 2025 ONSC 3648—which expressly restrains Ms. Zhou Fan from participating, directly or indirectly, in the management of Visionary Holdings Inc.—and following formal recommendations from securities counsel Mr. Steven Schuster and legal counsel Mr. Michael Myers, the Board deliberated and resolved to remove all corporate titles and positions held by Ms. Zhou Fan, including her position as Chair of the Board. The Board emphasized that the Court’s findings, particularly the risks identified in paragraph 57 of the decision, make it necessary to take swift and decisive action to preserve the integrity of the company’s governance structure. Retaining Ms. Zhou Fan in any corporate capacity would be inconsistent with the spirit and the Court’s order, and may expose the company to further legal, regulatory, and reputational risks. This resolution ensures the Board’s full compliance with judicial directives and reinforces its commitment to strong governance and proper oversight. It was further noted that any future reappointment of Ms. Zhou Fan to any corporate role would require a valid court order and Board approval. Motion: Moved by Mr. Charles Fu Seconded by: Mr. Marc Kealey Vote: Unanimously approved Resolution: All corporate titles and positions held by Ms. Zhou Fan, including Chair of the Board, are hereby removed, effective immediately, in accordance with the Court Order and based on legal advice received from Mr. Steven Schuster and Mr. Michael Myers. This includes any authority to act on behalf of Visionary Holdings Inc. in any official capacity until further notice or court direction. Capital Raising Plan CEO Mr. Frank Hou presented an initial outline of a capital-raising strategy aimed at strengthening the company’s financial position, supporting upcoming strategic projects and ensuring adequate working capital to support day-to-day operations. The Board approved the initiative in principle and requested further details to be presented in a follow-up report. Motion: Moved by Mr. Charles Fu Seconded by: Mr. Marc Kealey Vote: Unanimously approved Resolution: CEO Mr. Frank Hou is authorized to continue developing the capital-raising plan and to engage in preliminary discussions with potential investors and financing partners. A detailed report and formal proposal are to be submitted to the
