AIDE MEMOIRE OF THE DEFFENDANTS
Jan. 29, 2026 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV), Court File No. CV-25-741704-00CL ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) B E T W E E N: FAN ZHOU, 3888 INVESTMENT GROUP INC. and VISIONARY HOLDINGS INC. Plaintiffs and ZHONG CHEN, DONALD M. KEALEY, SIMON L. TANG, CHARLES YOUNGJUN FU, JIE LUO, XIAOFENG WANG and GUOHAO XU Defendants AIDE MEMOIRE OF THE DEFFENDANTS, DONALD M. KEALEY, SIMON L. TANG, CHARLES YOUNGJUN FU, JIE LUO(Case Appearance before Justice J. Dietrich – February 4, 2026) 1. By Order dated November 5, 2026, your Honour found the Plaintiff, Fan Zhou, in contempt of paragraph 4 of the Order of Justice Steele dated June 19, 2025 (“June 19 Order”). This Case Conference is to determine the next steps for the penalty phase of the contempt hearing. 2. The penalty phase is to determine the appropriate penalty is for the contempt. In sentencing, the factors relevant to determining an appropriate sentence include: (a) Proportionality of the sentence to the wrongdoing; (b) Presence of aggravating and mitigating factors; (c) Whether the breach is an on-going pattern of conduct in which there are repeated breaches (d) Deterrence and denunciation; and (e) Ability to purge and/or attempts to purge. 3. These Defendants submit that there is evidence, from during and after the liability phase, to establish that Ms. Zhou’s contemptuous actions are part of an ongoing pattern of conduct in which there have been repeated breaches. This is also evidence of aggravating factors that should be considered as part of the penalty phase of the contempt hearing to determine the appropriate sentence and remedy to coerce Ms. Zhou to comply with the June 19 Order. 4. Further, if Ms. Zhou seeks to assert that she has purged her contempt, she must adduce evidence that demonstrates on a balance of probabilities that the contempt has been purged. 5. Therefore, these Defendants propose that the penalty phase of the contempt hearing be conducted as an in-person hearing. Each side’s evidence relevant to the penalty phase to be adduced by affidavit with limited cross-examination, if necessary, with leave of the Court. 6. These Defendants propose the following timetable: (a) Delivery of Defendants’ affidavits by February 20, 2026 (b) Delivery of Ms. Zhou’s affidavit by March 11, 2026 (c) Delivery of Defendants’ written submissions on sentencing by March 16, 2026 (d) Delivery of Ms. Zhou’s written submission on sentencing by March 23, 2026 (e) Hearing (4 hours) the week of March 30, 2026 ALL OF WHICH IS RESPECTFULLY SUBMITTED this 29th day of January, 2026 SARA J. ERSKINE BE LAW LLPSuite 700 – 30 St. Patrick StreetToronto, ON M5T 3A3 Sara J. Erskine (LSO #: 46856G)Email: sara@be-law.caTel: 416-597-5408 Lawyer for the Defendants, Donald M.Kealey, Simon L. Tang, Charles YoungjunFu and Jie Luo For more information, please contact: Visionary Holdings Inc.Investor Relations DepartmentEmail: ir@gvisionary.ca SOURCE Visionary Holdings Inc.