SUPERIOR COURT OF JUSTICE–ONTARIO
Nov. 6, 2025 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV), CITATION: Zhou et al v. Chen et al, 2025 ONSC 6218 COURT FILE NO.: CV-25-00741704-00CL DATE: 20251105 SUPERIOR COURT OF JUSTICE – ONTARIO (COMMERCIAL LIST) RE: FAN ZHOU, 3888 INVESTMENT GROUP LIMITED and VISIONARY HOLDINGS INC., Plaintiffs AND: ZHONG CHEN, DONALD M. KEALEY, SIMON L. TANG, CHARLES YOUNGFUN FU, JIE LUO, XIAOFENG WANG and GUOHAO XU, Defendants BEFORE: Justice Jane Dietrich COUNSEL: Andrew Ostrom, for the Plaintiffs Arash Jazayeri, for the Defendants HEARD: October 27, 2025 REASONS FOR DECISION Introduction The defendants Zhong Chen, Donald Kealey, Simon L. Tang, Charles Yongjun Fu, Jie Luo, (together the “Moving Parties”) seek an order finding Fan Zhou, 3888 Investment Group Limited (“388”) and Wan Hong Wu in breach of the order of Justice Steele made in these proceedings dated June 19, 2025 (the “June 19 Order”). The Moving Parties also seek a declaration that Ms. Zhou and Ms. Wu are in contempt of that Order and that their actions contrary to that Order are null and void. In their notice of motion, the Moving Parties also sought an order that Ms. Zhou and Wan Hong Wu as director of 3888 be immediately incarcerated, however, the Moving Parties acknowledge that should a finding of contempt be made, the penalty is not properly the subject of this hearing. Ms. Zhou, 388, and Ms. Wu oppose the relief sought. Background Visionary Holdings Inc. The dispute centers around a company, Visionary Holdings Inc. (“VHI”). VHI is an Ontario corporation, publicly traded on the Ms. Zhou is the founder of VHI and is also a director. 388 is wholly owned and controlled by Ms. Zhou’s daughter, Ms. Wu. 388 takes the position that it is the controlling voting shareholder of VHI – although there appears to be some dispute about the shares held by 388. The Moving Parties are five members of the nine-person Board of Directors of VHI. The June 19 Order The June 19 Order was granted by Justice Steele following an endorsement she released of the same date (the “June 19 Endorsement”). As Justice Steele noted in the June 19 Endorsement, the motion for interim relief before her centered around two things: (a) the rightful board of directors of VHI; and (b) whether there is a prima facie case that Ms. Zhou engaged in fraud and/or oppressive conduct in breach of her fiduciary duties owed to VHI, such that an order directing an investigation was appropriate. At that time, the Moving Parties also sought an order that restrained Ms. Zhou from participating directly or indirectly in the management of VHI pending further court order. First, Justice Steele found that the Board of Directors of VHI as it existed on March 25, 2025, continued to be the Board of Directors of VHI, subject to further order of the Court and that the shareholder meetings on March 26, 2025, and April 4, 2025, were a nullity: the June 19 Endorsement, at para. 28. Second, Justice Steele found that there was prima facie evidence of serious misconduct on the part of Ms. Zhou and that an investigation was in the best interest of VHI: the June 19 Endorsement, at para. 52. Third, Justice Steele found that the test set out in RJR-MacDonald Inc. v. Canada (A.G.), [1994] 1 S.C.R. 311, at p. 333 was met, as at para. 57 of the June 19 Endorsement, Justice Steele noted she was: satisfied that the balance of convenience weighs in favour of enjoining Zhou from exercising powers as a director, officer, or shareholder of VHI pending an inspection. The evidence in respect of the Zhang Action, among other things, suggests that Zhou may not be acting in accordance with her fiduciary duties to the company. Zhou will face minor inconvenience from the injunction (being temporarily removed from the management of VHI). However, without the injunction in place, VHI and the defendants risk significant damage to VHI’s reputation and potential legal actions, among other things Fourth, Justice Steele noted that the Moving Parties sought to prevent 388 from exercising its purported super-majority voting shares to control VHI. In that context, Justice Steele found that 388 was restrained from taking action to remove the defendants as VHI directors pending the outcome of the investigation or further court order: the June 19 Endorsement, at 61. In a later endorsement dated September 16, 2025, Justice Steele noted that the parties had agreed on the form of Order following the release of her June 19 Endorsement. She also scheduled this contempt motion at that time based on an exchange of affidavit evidence and out of court cross examinations. The operative paragraphs of the June 19 Order at issue are as follows: THIS COURT ORDERS that the Board of Directors of VHI as it existed on March 25, 2025 shall constitute the lawful Board of Directors until further court order; THIS COURT ORDERS that Fan Zhou is restrained from participating directly or indirectly in the management of VHI pending further court order; THIS COURT ORDERS that 3888 Investment Group Limited is restrained from taking action to remove the Defendants as directors of VHI pending further court order; and THIS COURT ORDERS that Fan Zhou and all persons who have notice of this Order shall forthwith provide to the Board of Directors of VHI access to all records, key codes, usernames and passwords: — EDGAR, NASDAQ and all securities related portals for VHI Moving Parties Allegations of Contempt The Moving Parties filed five affidavits in support of their motion: four affidavits of Donald Marc Kealey sworn May 31, 2025, September 23, 2025, October 14, 2025, and October 22, 2025, as well as an affidavit of Chengrong Cai sworn May 31, The responding parties filed an affidavit of Ms. Zhou sworn on October 7, 2025, an affidavit of Ms. Wu sworn October 6, 2025, and an affidavit Xiyong Hou sworn October 7, 2025. Transcripts of the cross examinations of Ms. Zhou,