Oct. 16, 2025 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV).
Visionary Holdings Inc.
Minutes of the Meeting of the Board of Directors
Date: October 16, 2025
Time: 1:00 PM – 3:00 PM
Location: Google Meet
1. Call to Order
The meeting of the Board of Directors of Visionary Holdings Inc. (“the Company”) was called to
order at 1:00 PM (EST)on October 16, 2025, by Mr. Marc Kealey, Chairman of the Board.
2. Attendance
Directors Present:
• Mr. Marc Kealey
• Mr. Zhong Chen
• Mr. Charles Fu
• Mr. Simon Tang
• Mr. Jieluo
Invited Observers:
• Mr. Jimmy He
• Ms. Huiming Luo
Board Secretary:
• Mr. Christian Xu
Directors Absent:
• Mr. Zongjiang He
• Mr. Jun Huang
• Ms. Zhou Fan (currently prohibited from participating, directly or indirectly, in the
management of Visionary Holdings Inc. (“VHI”) pursuant to a court order).
3. Agenda Items and Proposals
Proposal 1: Approval to Execute Formal Agreements with Chongqing Battery Power New Energy Technology Co., Ltd. and XGreen Energy Development Co., Ltd.
Discussion:
The Board discussed the Company’s existing Letter of Intent (“LOI”) with Chongqing Battery
Power New Energy Technology Co., Ltd. and XGreen Energy Development Co., Ltd. regarding strategic cooperation in the new energy sector.
It was noted that Mr. Chris Xu has registered the joint venture company in Canada. The Board agreed that the joint venture could proceed to secure capital and sign formal agreements once the Company officially announces the partnership.
Resolution:
The proposal was tabled for further discussion at the next Board meeting.
Proposal 2: Approval to File Form S-8 Registration Statement for Executive Compensation
Discussion:
The Board discussed preparing and filing a Form S-8 Registration Statement with the U.S.
Securities and Exchange Commission (SEC) to issue shares as part of executive compensation
and incentive plans.
It was agreed that this initiative aims to align executive interests with shareholder value and
support the Company’s long-term growth strategy. The Board also agreed to seek legal guidance on the filing process and revisit the topic at a subsequent meeting.
Resolution:
Passed.
Director Votes:
Director Name Vote
• Mr. Marc Kealey (Chairman) Yes
• Mr. Zhong Chen Yes
• Mr. Charles Fu Abstain
• Mr. Simon Tang Yes
• Mr. Jieluo Abstain
Proposal 3: Suspension of Chief Executive Officer Mr. Xiyong (Frank) Hou and Initiation
of an Internal Investigation
Discussion:
The Board reviewed allegations concerning Mr. Xiyong (Frank) Hou, CEO of VisionaryHoldings Inc., regarding potential breaches of fiduciary duty and corporate governance.
Key concerns included:
1. Unauthorized termination of legal counsel – Mr. Hou unilaterally terminated the
Company’s cooperation with attorney Steven Schuster and sought to engage counsel
associated with Mr. Fan Zhou, jeopardizing control over Company shares and SEC
EDGAR credentials.
2. Breach of confidentiality and fiduciary duty – Mr. Hou allegedly maintained
undisclosed communications with Mr. Fan Zhou and disclosed confidential information
for personal benefit.
3. Assisting in dissemination of false information – Despite a court order, Mr. Hou
allegedly participated in issuing a false press release under the Company’s name,
misleading investors and potentially engaging in market manipulation.
4. Failure to perform duties – Mr. Hou has reportedly not reported to the office for nearly three months.
The Board further noted that Mr. Jun Huang is not a Co-CEO of Visionary Holdings Inc., despite publicly claiming such a title, and that Mr. William Chai has formally resigned.
Resolution:
After discussion, the Board passed the proposal to suspend Mr. Xiyong (Frank) Hou from his position as Chief Executive Officer pending the outcome of an internal investigation.
Director Votes:
Director Name Vote
• Mr. Marc Kealey (Chairman) Yes
• Mr. Zhong Chen Yes
• Mr. Charles Fu Yes
• Mr. Simon Tang Yes
• Mr. Jieluo Yes
Proposal 4: Approval of Debt-to-Equity Conversion for Payment of Outstanding Salaries
Discussion:
The Board discussed the Company’s liquidity challenges and the proposal to issue shares to
employees in lieu of unpaid salaries as a debt-to-equity conversion measure.
Mr. Charles Fu requested a detailed outline of the proposed conversion terms before the
resolution proceeds. Several directors raised concerns regarding the Company’s current inability to issue new shares, which may expose the Company to additional employee claims.
Resolution:
Passed.
Director Votes:
Director Name Vote
• Mr. Marc Kealey (Chairman) Yes
• Mr. Zhong Chen Yes
• Mr. Charles Fu Abstain
• Mr. Simon Tang Yes
• Mr. Jieluo Abstain
4. Other Business
Directors and Officers (D&O) Liability Insurance:
Mr. Marc Kealey proposed that the Company explore obtaining Directors and Officers (D&O) Liability Insurance to protect the Board and executives from potential personal liability arising from the performance of their duties.
The Board agreed to review possible coverage options and associated costs at the next meeting.
5. Adjournment
There being no further business, the meeting was adjourned at 3:00 PM.
Certified True Record:
Marc Kealey
Chairman of the Board
Christian Xu
Board Secretary
For more information, please contact:
Visionary Holdings Inc.
Investor Relations Department
Email: ir@gvisionary.ca
SOURCE Visionary Holdings Inc.