COUNSEL / ENDORSEMENT SLIP
April. 17, 2026 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV), ONTARIO SUPERIOR COURT OF JUSTICE(COMMERCIAL LIST) COURT FILE NO.: CV-25-00741704-00CL DATE: April 14, 2026 TITLE OF PROCEEDING: FAN ZHOU; 3888 INVESTMENT GROUP LIMITED; VISIONARY HOLDINGS INC. v. ZHONG CHEN; DONALD M. KEALEY; SIMON L. TANG; YONGJUN FU, AKA CHARLES Fu; JIE LUO; XIAO FENG WANG; GUOHAO XU BEFORE: JUSTICE J. DIETRICH PARTICIPANT INFORMATION For Plaintiff, Applicant, Moving Party: Name of Person Appearing Name of Party Contact Info Cheng Ma FAN ZHOU 3888 INVESTMENT GROUPLIMITEDVISIONARY HOLDINGS INC. maria.ma@jlegal.ca For Defendant, Respondent, Responding Party: Name of Person Appearing Name of Party Contact Info Zohaib Ahmed ZHONG CHEN zahmed@weirfoulds.com Sara Jane Erskine DONALD M. KEALEY sara@be-law.ca Sara Jane Erskine SIMON L. TANG sara@be-law.ca Sara Jane Erskine YONGJUN FU sara@be-law.ca For Other, Self-Represented: Name of Person Appearing Name of Party Contact Info ENDORSEMENT OF JUSTICE J. DIETRICH: [1] In reasons for decision dated November 5, 2025, Zhou et al v. Chen et al, 2025 ONSC 6218 (the “Contempt Decision”), I found the plaintiff, Ms. Fan Zhou in contempt of the Order of Justice Steele made in these proceedings dated June 19, 2025 (the “June 19 Order”). [2] By my endorsement of February 4, 2026, a hearing on the penalty phase of the contempt proceeding was scheduled for today, April 14, 2026. Late on April 13, 2026, an affidavit of Ms. Zhou was provided to the Court which was sworn on April 11, 2026, indicating that Ms. Zhou was traveling to Hong Kong on April 14, 2026 to visit a seriously ill uncle in China. [3] The background to the proceedings set out in the Contempt Decision. In brief, the underling dispute in the litigation centers around a company, Visionary Holdings Inc. (“VHI”). [4] The defendants Zhong Chen, Donald M. Kealey, Simon L. Tang, Charles Yongjun Fu, Jie Luo, (together the “Moving Parties”) are five members of the nine-person board of directors of VHI. [5] The June 19 Order arose in the context of a motion for interim relief in the underlying proceeding. The motion for interim relief before Justice Steele centered around two things: (a) the rightful board of directors of VHI; and (b) whether there was 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. [6] 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 certain shareholder meetings were a nullity. As well, 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. [7] The June 19 Order contained the following paras: 3. 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; 4. THIS COURT ORDERS that Fan Zhou is restrained from participating directly or indirectly in the management of VHI pending further court order; [8] In the Contempt Decision, I found Ms. Zhou in contempt of para 4 of the Order of Justice Steele. [9] The Moving Parties seek incarceration as a penalty as well as removal of Ms. Zhou from the Board of VHI. A notice of examination was served on Ms. Zhou in respect of affidavits she swore in support of the penalty hearing including most recently on April 9, 2026. Ms. Zhou’s attendance is necessary for the penalty hearing to take place. [10] Counsel for Ms. Zhou advises that she does not know, and has not asked her client, when Ms. Zhou will return to Canada such that the penalty phase can continue. Counsel for the Moving Parties asks this court issue a warrant pursuant to Rule 60.11(4) to compel Ms. Zhou to attend. Counsel for Ms. Zhou advises that she was not aware of this request prior to this morning and is not prepared to make submissions on this matter at this time. [11] Accordingly, the hearing is adjourned to a date to be scheduled before me at a motion on April 30, 2026 at 11:00 am for 60 minutes (by zoom). At that time, along with scheduling a date for the hearing, submissions are to be made on whether a warrant should be issued pursuant to Rule 60.11(4). [12] There is also a dispute between the parties about the procedure for cross-examining certain other witnesses. Parties are to discuss that matter and provide submissions to the Court so the matter can be resolved on April 30, 2026, if counsel is not able to consensually resolve the matter. [13] All material for the April 30, 2026, hearing is to be uploaded to the appropriate bundle in Case Center no later than April 27, 2026. [14] As a term of the adjournment, Ms. Zhou is removed as a director of VHI. The material before me indicates that at a purported annual general meeting of VHI on October 29, 2025, a new board of VHI (the “Purported Fourth Board”), which did not include Ms. Zhou, was appointed. However, the June 19 Order is clear that the board of VHI as it existed on March 25, 2025 is to remain the board of VHI subject to further order of this Court. No further Ccourt order changing the Board of VHI has been made, and therefore subject to Ms. Zhou’s removal as director (which I am ordering today), the Board of VHI continues to remain as set out in the June 19 Order. Further, the Purported Fourth Board has purported to appoint Ms. Zhou as the Board’s Chief Advisor and Corporate Culture Mentor. For clarity, Ms.