VISIONARY HOLDINGS INC.
MINUTES OF THE BOARD OF DIRECTORS MEETING
Date: July 1, 2025
Time: 9:00 AM EST
Location: Microsoft Teams (Virtual Meeting)
1. CALL TO ORDER
The meeting was called to order at 9:00 AM EST by Mr. Marc Kealey. He welcomed all attendees and outlined the urgent governance issues arising from recent legal developments and changes to the composition of the Board.
2. ATTENDANCE
Directors Present:
- Marc Kealey
- Zhong Chen
- Charles Fu
- Simon Tang
- Jieluo
Invited Observer:
- Jimmy He
Board Secretary:
- Christian Xu
Directors Absent:
- Zongjiang He
- Jun Huang
- Zhou Fan (Zhou Fan is prohibited from participating, directly or indirectly, in the management of Visionary Holdings Inc. (‘VHI’) pending further order.)
3. BACKGROUND
Mr. Zhong Chen provided a summary of the recent court proceedings. He referenced the decision of the Ontario Superior Court of Justice in Zhou v. Chen, 2025 ONSC 3648, which restrains Ms. Zhou Fan from participating, directly or indirectly, in the management of Visionary Holdings Inc. (“VHI”) pending further order. The Board acknowledged the potential harm cited by the Court in paragraph 57 and affirmed its commitment to compliance.
The Board also acknowledged the voluntary resignation of Mr. William Chai due to age and health concerns, noting its appreciation for his past service despite efforts to retain him.
Concerns were raised regarding Mr. Zongjiang He’s continued failure to provide identification or participate in Board activities, suggesting that his designation as director may have been unauthorized and in contravention of the Court’s Order.
4. PROPOSALS AND RESOLUTIONS
4.1. Appointment of Board Secretary
Motion: That Mr. Christian Xu be appointed as Secretary of the Board.
Moved by: Mr. Zhong Chen Seconded by: Mr. Marc Kealey Resolution: Carried unanimously.
4.2. Engagement of Legal Counsel – Canadian Matters
Motion: That the Company retain Sara J. Erskine as corporate legal counsel.
Moved by: Mr. Zhong Chen Seconded by: Mr. Charles Fu Resolution: Carried unanimously.
4.3. Engagement of U.S. Legal Counsel
Motion: That Visionary Holdings Inc. engage McLaughlin & Stern LLP, with Mr. Steven Schuster as lead counsel, to represent the Company in all matters before the SEC, NASDAQ, and other regulatory bodies. Mr. Schuster is further authorized to request reinstatement of EDGAR access and authority to file Form 6-K on behalf of the Company.
Moved by: Mr. Zhong Chen Seconded by: Mr. Charles Fu Resolution: Carried unanimously.
5. BOARD AND COMMITTEE APPOINTMENTS
5.1. Interim Acting Chairman of the Board
Motion: That Mr. Marc Kealey be appointed Interim Acting Chairman of the Board, effective immediately.
Moved by: Mr. Charles Fu
Seconded by: Mr. Zhong Chen
Resolution: Carried unanimously.
5.2. Interim Acting Chairman of the Audit Committee
Motion: That Mr. Marc Kealey be appointed Interim Acting Chairman of the Audit Committee.
Audit Committee Members:
- Marc Kealey
- Jieluo
- Simon Tang
Moved by: Mr. Charles Fu Seconded by: Mr. Zhong Chen Resolution: Carried unanimously.
5.3. Chairman of the Governance Committee
Motion: That Mr. Marc Kealey be appointed Chairman of the Governance Committee.
Governance Committee Members:
- Marc Kealey
- Jieluo
- Simon Tang
Moved by: Mr. Charles Fu Seconded by: Mr. Zhong Chen Resolution: Carried unanimously.
5.4. Chairman of the Compensation Committee
Motion: That Mr. Marc Kealey be appointed Chairman of the Compensation Committee.
Compensation Committee Members:
- Marc Kealey
- Jieluo
- Simon Tang
Moved by: Mr. Charles Fu Seconded by: Mr. Zhong Chen Resolution: Carried unanimously.
6. COMPLIANCE REQUEST TO MR. ZONGJIANG HE
Motion: That the Company issue a formal compliance request to Mr. Zongjiang He, requiring him to:
Submit valid identification and contact information; and
Attend the next Board meeting within seven (7) days of
Failure to comply will be deemed confirmation that Mr. He is acting without proper authority. The Board reserves the right to:
Initiate removal proceedings under Section 120 of the Ontario Business Corporations Act (OBCA); and/or
Seek a court declaration affirming the invalidity of his purported
Moved by: Mr. Marc Kealey Seconded by: Mr. Charles Fu Resolution: Carried unanimously.
7. SHARE ISSUANCE MATTERS
7.1. Authorization under Form S-8
Motion: That the Board authorize the issuance of common shares under the Company’s Form S- 8 Registration Statement to support employee incentive programs and to attract qualified personnel.
Moved by: Mr. Charles Fu
Note: Mr. Fu also recommended that fundraising objectives be set as future goals, but not discussed at this meeting. All directors agreed.
7.2. Share Issuance to Court-Recognized Directors
Motion: That the Board approve the issuance of 200,000 common shares to each director recognized by the Ontario Superior Court in its March 25, 2025 Order.
Note: Mr. Charles Fu suggested deferring this discussion to a future Board meeting. All directors agreed.
Additional Notes:
Mr. Charles Fu proposed that the Board hold informal meetings from time to time to enhance corporate governance and protect business confidentiality.
Mr. Jieluo supported the idea, noting that informal meetings could help clarify business direction and strategy for potential financing or bond issuance.
8. ADJOURNMENT
There being no further business, the meeting was adjourned at 11:00 AM EST on a motion duly made and carried.
CERTIFIED TRUE RECORD
Dated this 1st day of July, 2025.
Christian Xu
Board Secretary
For more information, please contact:
Visionary Holdings Inc.
Investor Relations Department
Email: ir@gvisionary.ca
SOURCE Visionary Holdings Inc.