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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.

Annual and transition report of foreign private issuers for the fiscal year ended March 31, 2025 (20-F)

Jan. 28, 2026 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV) GV 20-F on SEC UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THESECURITIES EXCHANGE ACT OF 1934 OR   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ OR   SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _______________ For the transition period from ___________________________ to __________________________ Commission file number001-41385  Visionary Holdings Inc . (Exact name of Registrant specified in its charter) Not Applicable(Translation of Registrant’s name into English) Ontario, Canada(Jurisdiction of incorporation or organization) 445 Apple Creek Boulevard, Unit 217,Toronto, Ontario, Canada L3R 9X7905-305-1881(Address of principal executive offices) Mr. XiYong HouChief Executive Officer+1 905-305-1881frankhou@visionary.holdings(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act.  Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered Common Shares   GV   The Nasdaq Stock Market LLC  Securities registered or to be registered pursuant to Section 12(g) of the Act. Not Applicable(Title of Class)  Securities for Which Reports Are Required to Be Filed pursuant to Section 15(d) of the Securities Exchange Act of 1934  Not Applicable (Name of Security Class)  Number of shares of each class of capital stock or common stock outstanding as of the end of the period covered by this annual report.  5,607,348 shares of common stock  If the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act, check the appropriate box.Yes  No  If this report is an annual report or transition report, check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes  No  Note — Checking the above box does not relieve any registrant of any obligation to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.Yes  No  Check whether the registrant has submitted all interactive data files required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the past 12 months (or for such shorter period that the registrant was required to submit such files).Yes  No  Check whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, or emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.     Large Accelerated Filer  Accelerated Filer              Non-Accelerated Filer  Emerging Growth Company     If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, check if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act†.  † “New or revised financial accounting standards” means any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Check whether the registrant has filed the report of the registered public accounting firm required by Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262(b)) regarding the registrant’s assessment of the effectiveness of internal control over financial reporting and the attestation report of the registered public accounting firm.  If securities are registered pursuant to Section 12(b) of the Exchange Act, check whether the financial statements included in the filing reflect the correction of an error to previously issued financial statements. Check whether any such error correction is a restatement that requires a recovery analysis of incentive-based compensation received by any executive officer during the relevant recovery period pursuant to § 240.10D-1(b).  Check the accounting basis used by the registrant in preparing the financial statements included in this document: U.S. Generally Accepted Accounting Principles  | International Financial Reporting Standards issued by the International Accounting Standards Board  | Other | If “Other” is checked in responseto the previous question, check the item of the financial statements the registrant has elected to follow:Item 17  Item 18  If this report is an annual report, check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):Yes  No  (Applicable only to issuers involved in bankruptcy proceedings within the past five years) Check whether the registrant has filed all documents and reports required to be filed pursuant to Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a court-approved plan. Yes  No Not Applicable.  Table of Contents    Page     PART 1       Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Issuance Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 8 Item 5. Operating and Financial Review and Prospects 16 Item 6. Directors, Senior Management and Employees 32 Item 7. Major Shareholders and Related Party Transactions 38 Item 8. Financial Information 39 Item 9. Issuance and Listing of Securities 39 Item 10. Supplementary Information 40 Item 11. Quantitative and Qualitative Disclosures about Market Risk 50 Item 12. Description of Securities Other Than Equity Securities 51     Part II       Item 13. Defaults, Dividend Arrearages and Delinquencies 51 Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 51 Item 15. Controls and Procedures 51 Item 16. [Reserved] 54 Item 16A. Audit Committee Financial Expert 54 Item 16B. Code of Ethics 54 Item 16C. Principal Accountant Fees and Services 54 Item 16D. Exemptions from Listing Standards for Audit Committees 55 Item 16E. Purchases of Equity Securities by

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

Jan. 23, 2026 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV), Court File No. CV-25-741704-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE JUSTICE STEELE THURSDAY THE 22ND DAY OF JANUARY 2026 B E T W E E N: FAN ZHOU, 3888 INVESTMENT GROUP LIMITED 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 ORDER THIS MOTION, made by the Plaintiff, 3888 Investment Group Inc., for an order authorizing the filing of a Form 20-F Annual Report on the EDGAR platform for Visionary Holdings Inc. (“VHI”) was heard this day by videoconference. ON READING the Affidavit of William Chai, sworn January 12, 2026, the Affidavit of Wan Hong Wu, sworn January 12, 2026, the Affidavit of Donald M. Kealey, affirmed January 21, 2026, the Affidavit of Sheulan Liu, sworn January 21, 2026, the Affidavit of Xiyong Hou, sworn January 21, 2026, and the Affidavit of Fan Zhou, sworn January 21, 2026, and on hearing the submissions of the lawyer for the Plaintiff, 3888 Investment Group Limited, the lawyer for the Defendants, Donald M. Kealey, Simon L. Tang, Charles Youngjun Fu, Jie Luo, the lawyer for the Plaintiff, Fan Zhou, and the lawyer for the Defendant, Zhong Chen. 1. THIS COURT ORDERS THAT Sheulan Liu and Donald Marc Kealey are authorized to obtain access to be the account administrators of VHI to obtain access to the EDGAR account for VHI. 2. THIS COURT ORDERS THAT Sheulan Liu’s and Donald Marc Kealey’s authorization is for the sole purpose of filing VHI’s Form 20-F Annual Report for the period ended March 31, 2025, in such form as is approved by the Board of Directors. _____________________________The Honourable Justice Steele For more information, please contact: Visionary Holdings Inc.Investor Relations DepartmentEmail: ir@gvisionary.ca SOURCE Visionary Holdings Inc.

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,

Proposal to Suspend Chief Executive Officer Mr. Xiyong (Frank) Hou and Initiate an Internal Investigation

Oct. 19, 2025 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV), The Board reviewed allegations and concerns regarding the conduct of Mr. Xiyong (Frank) Hou, CEO of Visionary Holdings Inc., which may constitute 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 attempted to engage counsel associated with Mr. Fan Zhou, which nearly resulted in the loss of control over Company shares and EDGAR filing 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 an existing 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 not reported to the office for nearly three months. The Board also noted that Mr. Juhuang 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.   For more information, please contact: Visionary Holdings Inc.Investor Relations DepartmentEmail: ir@gvisionary.ca SOURCE Visionary Holdings Inc.

Minutes of the Meeting of the Board of Directors

Oct. 16, 2025 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV). Visionary Holdings Inc.Minutes of the Meeting of the Board of DirectorsDate: October 16, 2025Time: 1:00 PM – 3:00 PMLocation: Google Meet 1. Call to Order The meeting of the Board of Directors of Visionary Holdings Inc. (“the Company”) was called toorder 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 themanagement 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 BatteryPower 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 compensationand incentive plans. It was agreed that this initiative aims to align executive interests with shareholder value andsupport 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 Initiationof 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 theCompany’s cooperation with attorney Steven Schuster and sought to engage counselassociated with Mr. Fan Zhou, jeopardizing control over Company shares and SECEDGAR credentials. 2. Breach of confidentiality and fiduciary duty – Mr. Hou allegedly maintainedundisclosed communications with Mr. Fan Zhou and disclosed confidential informationfor personal benefit. 3. Assisting in dissemination of false information – Despite a court order, Mr. Houallegedly 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 toemployees 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 theresolution 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 KealeyChairman of the Board Christian XuBoard Secretary For more information, please contact: Visionary Holdings

Business Plan: GV Battery new energy co.ltd

Executive Summary GV Battery new energy co.ltd.(the “JV”) is a joint venture established under the Letter of Intent dated September 1, 2025, between Visionary Holdings Inc. (51% ownership) and Chongqing Battery Power New Energy Technology Co., Ltd. & XGreen Energy Development Co., Ltd. (combined 49% ownership). The JV focuses on the procurement, distribution, installation, and maintenance of electric vehicle (EV) charging piles in Canada, capitalizing on the growing EV market and government support for green infrastructure. The business will target strategic locations including construction sites (via partnerships with construction associations), universities (for campus and research integrations), gas stations (for transitional energy hubs), supermarkets, and fast-food restaurants (for high-traffic public access). Initial capital is CAD 1,000,000, with a pilot phase deploying 30 units from August to December 2025, scaling to at least 500 units annually starting in 2026. Market projections indicate strong growth: Canada’s EV charging market is expected to reach USD 944.5 million by 2030, with a CAGR of 29.50% from 2025-2033. EV adoption is forecasted to hit 222,080 units sold by 2030, supported by federal incentives like the Zero Emission Vehicle Infrastructure Program (ZEVIP), which recently allocated $17.7 million for 850 chargers in 2025. The JV aims for revenue from sales, installation fees, maintenance contracts, and usage-based charging, projecting CAD 2.5 million in Year 1 revenue, scaling to CAD 15 million by Year 3. Break-even is anticipated within 18 months, with a 25% ROI by Year 3. Company Description Overview GV Battery new energy co.ltd.is a Canadian-incorporated entity dedicated to advancing green energy through EV charging infrastructure. Headquartered in Toronto, Ontario, the JV leverages Visionary Holdings’ local expertise in site support, policy navigation, and R&D, combined with Chongqing Battery Power’s advanced charging pile technology and manufacturing capabilities. Mission To build a forward-looking green energy ecosystem by deploying reliable, ultra-fast charging stations that promote electric mobility, smart city integration, and sustainable development across Canada. Legal Structure Ownership: Visionary Holdings Inc. (51%), Chongqing Battery Power New Energy Technology Co., Ltd. (49%). Governance: Managed by a board with representatives from both parties; daily operations led by a CEO appointed by Visionary. Incorporation: Targeted completion by September 15, 2025, as per the LOI. Products and Services Charging Piles: Residential, public, and ultra-fast (up to 400kW) stations, certified to CSA, UL, and Canadian standards. Services: Procurement, certification, sales, installation, maintenance, after-sales support, and joint branding/promotion. Value-Added: Integration with smart grids, app-based monitoring, and co-branded campaigns for enhanced user experience. Market Analysis Industry Overview Canada’s EV sector is accelerating, with 202,103 new battery electric vehicles (BEVs) registered in 2024. Forecasts predict 21.3 million global EV sales in 2025, with Canada’s share growing at a 16.5% CAGR from 2025-2030. Public charging stations increased by over 24% from March 2024 to March 2025, but demand outpaces supply—projections estimate a need for higher public ports in 2025-2030 to achieve a lower EV-to-charger ratio. The EV charging market in Canada was valued at USD 106.79 million in 2022 and is projected to reach USD 1,438.1 million by 2030. Key drivers include federal targets for 30% zero-emission vehicle (ZEV) sales by 2030 and 100% by 2035, plus incentives like ZEVIP funding for deployment. Target Market Construction and Associations: Partner with bodies like the Canadian Construction Association for integrating chargers in new builds and infrastructure projects. Market size: Construction sector contributes CAD 141 billion annually; EV integration can capture 10-15% of new developments. Universities: Install on campuses for student/faculty use and R&D collaborations. Over 100 major universities in Canada, with growing EV adoption (e.g., University of Toronto’s sustainability initiatives). Gas Stations: Transition traditional stations (e.g., Petro-Canada’s existing EV networks) to hybrid hubs. Opportunity: 12,000+ gas stations nationwide, many adopting EV chargers. Supermarkets: High-traffic sites like Metro (planning 500 chargers at 130 stores) for convenient charging during shopping. Fast Food Restaurants: Partner with chains like ONroute or McDonald’s for quick-charge stops. Example: ONroute’s 20 stations with Ivy chargers. Competitive Analysis Competitors include FLO (coast-to-coast network, 98% uptime), ChargePoint, and Tesla Superchargers. Differentiation: Affordable, China-sourced tech with local certification; focus on underserved locations like construction sites and universities; bundled maintenance for 20% lower costs. SWOT Analysis Strength Weakness Opportunity Threat Strong JV partnerships for tech and local support; Government incentives alignment. Initial reliance on imports; Regulatory certification delays. Expanding EV market; Partnerships with retailers/universities. Economic downturns affecting EV sales; Competition from established networks. Organization and Management Team Structure Board: 3 members (2 from Visionary, 1 from Chongqing). Key Roles: CEO (Visionary appointee), Operations Manager, Sales Director, Technical Lead (from Chongqing for R&D). Support: Visionary provides immigration quotas for key personnel, site/infrastructure aid, and policy expertise. Staffing Plan: Start with 10 employees in Year 1, scaling to 50 by Year 3. Leverage Canadian SR&ED tax credits for R&D hires. Marketing and Sales Strategy Marketing Plan Product Promotion: Joint branding at GreenTech Conferences, EVS forums, and online campaigns. Target: Participate in major North American events like GreenTech Conference. Localization: Adapt products for Canadian standards; promote via social media, partnerships with universities (e.g., campus demos), and construction associations. Pricing: Competitive at CAD 5,000-20,000 per unit; usage fees CAD 0.40/kWh. Distribution: Direct sales to businesses; partnerships with gas stations (e.g., Petro-Canada), supermarkets (Metro), and fast food (ONroute). Sales Strategy Pilot Phase (2025): Deploy 30 units at select universities and supermarkets. Scale-Up (2026+): 500+ units/year, focusing on gas stations and construction projects. Channels: B2B partnerships; online platform for reservations; after-sales via app. Operational Plan Operations Supply Chain: Procure from Chongqing; Visionary handles certification and logistics. Installation: Partner with local contractors; target 1-week turnaround. Locations: Prioritize high-density areas (Ontario, Quebec, BC); integrate with smart infrastructure. Technology: Ultra-fast chargers with green power supply; maintenance via remote monitoring. Timeline Q3 2025: JV incorporation, pilot deployment. Q4 2025: 30 units installed. 2026: Full commercialization, 500 units. Financial Projections Startup Costs Initial Capital: CAD 1,000,000 (Visionary: CAD 510,000; Chongqing: CAD 490,000). Breakdown: Equipment (40%), Marketing (20%), Operations (20%), R&D (10%), Contingency (10%). Revenue Projections Year Units Sold Revenue (CAD) Net Profit (CAD) 2025 (Pilot) 30 750,000 -200,000 2026 500 7,500,000 1,500,000 2027

Board Warns of Unauthorized Meeting of Shareholders and Misleading Website, Reaffirms Official Corporate Information

CONCORD, ON, Aug. 25, 2025 /CNW/ – The Board of Directors of Visionary Holdings Inc. (the “Company”) today issued a formal cease and desist demand to Mr. Rusheng Wu and Mr. Jun Huang, denouncing their attempt to convene an unauthorized Annual Meeting of Shareholders scheduled for September 4, 2025. In a notice issued on or about August 12, 2025, Mr. Wu and Mr. Huang falsely represented themselves as the CEO and Co-CEO of the Company, respectively. The misleading notice directs shareholders to a misleading website (https://visionary.holdings/) which is not affiliated with the Company. The Board warns all stakeholders that this website disseminates unauthorized and false information, and any documents or proposals found there are invalid. The physical address 445 Apple Creek Boulevard Suite 217, Markham, Ontario, L3R 9X7 appearing on the suspect misleading website is also being used as a misleading office address. The use of such unauthorized address and domain constitutes a deliberate misrepresentation intended to deceive shareholders, regulators, and members of the public. Any communications, notices representations, or emails issued from these misleading channels, including any emails using the domain @visionary. holdings, must be regarded as invalid, misleading, and potentially harmful, as they may facilitate further misleading schemes and cause irreparable harm to stakeholders. The official and authorized website of the Company is https://gvisionary.ca/, and the official and authorized office address is 7733 Keele Street Concord, Ontario, L4K 1Y5. Furthermore, the Board declares that any purported special meeting of shareholders said to have occurred on July 24, 2025, is illegitimate, unauthorized, and void of any legal effect for two critical reasons. First, this meeting was never approved or called by the Company’s legitimate Board of Directors. Second, any such meeting appears to have been convened based on the authority of newly created “Class B Common Shares.” The validity of these super-voting shares—which purportedly grant a 97% voting majority to 3888 Investment Group Limited—is already the subject of a court-ordered investigation due to a lack of sufficient evidentiary support, as specifically noted by the Ontario Superior Court of Justice. The Company’s Board of Directors has advised that these actions are unlawful and in direct violation of a June 2025 order from the Ontario Superior Court of Justice in the matter of Zhou v. Chen (2025 ONSC 3648). The Court’s order affirmed the composition of the Company’s current Board, as constituted on March 26, 2025, and expressly restrained Ms. Zhou Fan from participating, directly or indirectly, in the management, governance, or operations of the Company. Removal of Director and Reaffirmation of Board Composition Effective immediately, Mr. Zongjiang He has been removed from his position on the Board of Directors. This action follows his failure to comply with a formal Board resolution dated July 1, 2025, which required him to submit valid identification and attend a Board meeting to confirm his ability to act as a director. His non-compliance is deemed a confirmation that he is acting without proper authority. Consequently, any appointments or directives made by Ms. Zhou, including the purported appointments of Mr. Wu and Mr. Huang, are invalid and have no legal effect. The duly authorized leadership of Visionary Holdings Inc. consists of Mr. Xiyong Hou as Chief Executive Officer (CEO) and Mr. Zhong Chen as Co-Chief Executive Officer (Co-CEO). In further compliance with the court order, the Board of Directors recently passed a resolution to remove all corporate titles held by Ms. Zhou Fan, including her position as Chair of the Board. The Board stated this action was necessary “to preserve the integrity of the company’s governance structure” and to mitigate further legal, regulatory, and reputational risks. The Board has demanded that Mr. Wu and Mr. Huang immediately: Cease representing themselves as officers of the Company. Formally withdraw the notice for the September 4, 2025 meeting. Cease all communications with shareholders, employees, or other stakeholders on behalf of the Company. Return all Company property in their possession. Failure to comply will result in swift legal action, including but not limited to, seeking an injunction and pursuing contempt of court proceedings. The Board will also report their conduct to relevant regulatory authorities, including NASDAQ and the U.S. Securities and Exchange Commission (SEC). To ensure stakeholders receive accurate and authorized information, the Company also confirms its official relocation. All parties are directed to the Company’s one and only official website for all corporate announcements. Any information not originating from this official site should be considered invalid. Official Corporate Contact Information: Visionary Holdings Inc. 7733 Keele St Concord, ON L4K 1Y5 Official Website: https://gvisionary.ca/ Email:chrisxu@gvisionary.ca Investor Relations DepartmentEmail: ir@gvisionary.ca SOURCE Visionary Holdings Inc.

Receives Nasdaq Notification Regarding Late Filing of Form 20-F

TORONTO, Aug. 13, 2025 /CNW/ – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV), a private education provider with technology integration, today announced that on August 5, 2025, it received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market  (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 20-F for the fiscal year ended March 31, 2025 (the “Filing”) with the Securities and Exchange Commission. Nasdaq’s notice has no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Capital Market. However, if the Company fails to timely regain compliance with the Rule, its securities may be subject to delisting from Nasdaq. In accordance with Nasdaq’s Listing Rules, the Company has 60 calendar days, or until October 6, 2025, to submit a plan to Nasdaq to regain compliance. If Nasdaq accepts the Company’s compliance plan, it may grant the Company an extension of up to 180 calendar days from the Filing’s due date, or until January 26, 2026, to file its Form 20-F and regain compliance. The Company is actively working with its independent auditor to complete the audit of its financial statements for the fiscal year ended March 31, 2025, and is preparing its Annual Report on Form 20-F. The Company intends to submit a compliance plan to Nasdaq within the prescribed time period and is committed to regaining compliance as quickly as possible. About Visionary Holdings Inc.Visionary Holdings Inc. is a private education provider located in Canada, with subsidiaries in both the private and public education sectors. The Company aims to provide high-quality, technology-enhanced education services to domestic and international students. Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include the Company’s ability to complete and file the Form 20-F within the time required and to regain compliance with Nasdaq’s continued listing standards. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. For more information, please contact: Visionary Holdings Inc.Investor Relations DepartmentEmail: ir@gvisionary.ca SOURCE Visionary Holdings Inc.

Announces Court Ruling on Board Composition and Investigation

TORONTO, July 22, 2025 /CNW/ – Visionary Holdings Inc. (NASDAQ: GV) (“Visionary” or the “Company”), an Ontario-based corporation, today announced a significant court ruling from the Ontario Superior Court of Justice (Zhou v. Chen, 2025 ONSC 3648) dated June 19, 2025, addressing the composition of its Board of Directors and related governance matters. The Court ordered an investigation under section 161 of the Ontario Business Corporations Act to examine allegations of misconduct in the Company’s affairs. The Court has restrained Fan Zhou from participating directly or indirectly in the management of Visionary pending the investigation’s outcome or further court order, citing the risk of irreparable harm to the Company’s reputation and potential legal actions. Additionally, 3888 Investment Group Limited, controlled by Zhou’s daughter and holding purported Class B Common Shares with 97% voting power, is restrained from taking action to remove certain directors. The Board has been granted access to all Company records, including EDGAR, NASDAQ, and other securities-related portals, to ensure effective governance and compliance with NASDAQ’s filing deadlines for annual financial statements. The Court has further confirmed that the Visionary Board of Directors, as constituted on March 25, 2025, remains the lawful board until further order. Visionary is committed to complying with all court orders and maintaining transparency with its shareholders and stakeholders. The Company will provide further updates as the investigation progresses or as directed by the Court. For additional information, including the full text of the court decision, please visit:https://www.canlii.org/en/on/onsc/doc/2025/2025onsc3648/2025onsc3648.html About Visionary Holdings Inc. Visionary Holdings Inc. is an Ontario-based corporation listed on NASDAQ, focused on delivering innovative solutions in its industry. The Company is dedicated to upholding the highest standards of corporate governance and shareholder value. For more information, please contact: Visionary Holdings Inc.Investor Relations DepartmentEmail: ir@gvisionary.ca SOURCE Visionary Holdings Inc.

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