Visionary Holdings Inc.
Minutes of the Board of Directors Meeting (Internal Use)
Date: Friday, July 11, 2025
Time: 10:00 AM EST
Location: Microsoft Teams (Virtual Meeting)
Attendees
Directors Present:
- Mr. Marc Kealey
- Mr. Zhong Chen
- Mr. Charles Fu
- Mr. Simon Tang
- Mr. Jieluo
Invited Observers:
- Mr. Jimmy He
- Mr. Frank Hou (CEO)
- Ms. Huiming Luo
Board Secretary:
- Mr. Christian Xu
Directors Absent:
- Mr. Zongjiang He
- Mr. Jun Huang
- Ms. Zhou Fan (Ms. Zhou Fan is currently prohibited from participating, directly or indirectly, in the management of Visionary Holdings Inc. (“VHI”) pursuant to a court order.)
- Call to Order
The meeting was called to order at 10:00 AM EST by Mr. Marc Kealey. He welcomed the attendees and emphasized the urgent governance issues arising from recent legal developments.
- Acknowledgment of Court Order
The Board formally acknowledged the decision of the Ontario Superior Court of Justice in Zhou v. Chen, 2025 ONSC 3648, which restrains Ms. Zhou Fan from participating in the management of VHI pending further order. The Board specifically noted paragraph 57 of the ruling, which highlights the potential harm of non-compliance. The Board reaffirmed its full commitment to complying with the Court’s directives.
- Audit Oversight Authorization
The Board engaged in a discussion regarding the importance of enhanced transparency, internal controls, and independent oversight of Visionary Holdings Inc.’s financial reporting and audit process, particularly in light of recent governance and legal developments.
In addition to the ongoing responsibilities of Chief Financial Officer Ms. Katy Liu, the Board resolved to appoint Mr. Dashu Zhu (also known as Jack Zhu), the former President of Bank of China Canada, to participate in and supervise the financial review and audit process. Mr. Zhu brings decades of banking, compliance, and financial governance experience, and his participation is intended to reinforce investor confidence, ensure procedural integrity, and support the company in meeting its regulatory obligations.
Mr. Zhu’s involvement will also serve as an additional layer of fiduciary oversight as the company prepares for financial reporting, regulatory filings, and potential capital-raising activities.
- Motion: Moved by Mr. Zhong Chen
- Seconded by: Mr. Marc Kealey
- Vote: Unanimously approved
- Resolution: Mr. Dashu Zhu is formally authorized to participate in and oversee the financial and audit processes of Visionary Holdings Inc., working collaboratively with CFO Ms. Katy Liu and the external auditors. His responsibilities shall include reviewing internal financial records, advising on compliance measures, and reporting audit findings to the Board on a regular basis.
- Recovery of Ontario Corporation Keycode
The Board discussed concerns regarding the Ontario Corporation Keycode, which is currently under the control of Ms. Zhou Fan and accessed through her personal email account. This situation poses a significant security and governance risk, as the Keycode is essential for accessing and updating the company’s corporate records.
The Board emphasized that no individual should have exclusive or unauthorized control over critical corporate credentials, especially in light of the ongoing legal proceedings and the court’s restraining order against Ms. Zhou Fan.
- Motion: Moved by Mr. Zhong Chen
- Seconded by: Mr. Marc Kealey
- Vote: Unanimously approved
- Resolution: The Board resolves to take immediate action to recover the Ontario Corporation Keycode from Ms. Zhou Fan. Any future request by Ms. Zhou Fan to access or use the Keycode must be supported by a valid court order and an express resolution of the Board.
- Authorization of Mr. Xiyong Hou and Mr. Zhong Chen as Company Bank Signatories
In light of the aforementioned court order and to ensure the continued, secure, and compliant operation of Visionary Holdings Inc.’s banking activities, the Board resolved to suspend Ms. Zhou Fan’s authority over all corporate bank accounts currently under her control.
The Board further resolved to appoint Mr. Xiyong Hou and Mr. Zhong Chen as authorized bank signatories, with full authority to manage and conduct banking transactions on behalf of the company.
- Motion:Moved by Mr. Zhong Chen
- Seconded by: Marc Kealey
- Vote:Unanimously approved
- Resolution:The Board hereby suspends Ms. Zhou Fan’s authority over the corporate bank accounts and appoints Mr. Xiyong Hou and Mr. Zhong Chen as authorized signatories for all banking matters related to Visionary Holdings Inc.
- Resolution Regarding the Removal of Ms. Zhou Fan’s Corporate Titles
Based on the Ontario Superior Court of Justice’s Order in Zhou v. Chen, 2025 ONSC 3648—which expressly restrains Ms. Zhou Fan from participating, directly or indirectly, in the management of Visionary Holdings Inc.—and following formal recommendations from securities counsel Mr. Steven Schuster and legal counsel Mr. Michael Myers, the Board deliberated and resolved to remove all corporate titles and positions held by Ms. Zhou Fan, including her position as Chair of the Board.
The Board emphasized that the Court’s findings, particularly the risks identified in paragraph 57 of the decision, make it necessary to take swift and decisive action to preserve the integrity of the company’s governance structure. Retaining Ms. Zhou Fan in any corporate capacity would be inconsistent with the spirit and the Court’s order, and may expose the company to further legal, regulatory, and reputational risks.
This resolution ensures the Board’s full compliance with judicial directives and reinforces its commitment to strong governance and proper oversight. It was further noted that any future reappointment of Ms. Zhou Fan to any corporate role would require a valid court order and Board approval.
- Motion: Moved by Mr. Charles Fu
- Seconded by: Mr. Marc Kealey
- Vote: Unanimously approved
- Resolution: All corporate titles and positions held by Ms. Zhou Fan, including Chair of the Board, are hereby removed, effective immediately, in accordance with the Court Order and based on legal advice received from Mr. Steven Schuster and Mr. Michael Myers. This includes any authority to act on behalf of Visionary Holdings Inc. in any official capacity until further notice or court direction.
- Capital Raising Plan
CEO Mr. Frank Hou presented an initial outline of a capital-raising strategy aimed at strengthening the company’s financial position, supporting upcoming strategic projects and ensuring adequate working capital to support day-to-day operations.
The Board approved the initiative in principle and requested further details to be presented in a follow-up report.
- Motion: Moved by Mr. Charles Fu
- Seconded by: Mr. Marc Kealey
- Vote: Unanimously approved
- Resolution: CEO Mr. Frank Hou is authorized to continue developing the capital-raising plan and to engage in preliminary discussions with potential investors and financing partners. A detailed report and formal proposal are to be submitted to the Board for review and approval at a subsequent meeting.
- Issuance of Convertible Note and Shares to VFG
the Corporation has entered into a Securities Purchase Agreement dated July 10, 2025 (the “VFG SPA”) with Vanquish Funding Group Inc.(“VFG”) pursuant to which the Corporation has agreed to issue a convertible promissory note in the principal amount of $ 218,400 (the “VFG Note”) to VFG;
the VFG Note provides that the principal and accrued interest thereon shall be convertible, at the election of VFG, into common shares of the Corporation, subject to a conversion cap of 19.9% of the Corporation’s issued and outstanding shares as of the date of conversion, and provided that the total number of shares issuable pursuant to such conversion shall not exceed 723,478 common shares (representing 19.5% of the outstanding shares as of September 30, 2024);
the Corporation may be required to apply to NASDAQ to list such shares;
- Motion: Moved by Mr. Zhong Chen
- Seconded by: Mr. Marc Kealey
- Vote: Unanimously approved
- Resolution: The Corporation approves and ratifies the execution and delivery of the VFG SPA and the issuance of the VFG Note to Vanquish Funding Group Inc.;
The Corporation hereby authorizes the issuance of up to 723,478 common shares of the Corporation upon conversion of the VFG Note in accordance with its terms;
The Corporation hereby authorizes the issuance of common shares of the Corporation upon conversion of the VFG Note, in accordance with its terms and subject to compliance with applicable securities laws and NASDAQ regulations and further authorizes management to take all steps necessary to apply to NASDAQ and the transfer agent for the listing and issuance of such shares.
- Issuance of Convertible Note and Shares to Boot
the Corporation has entered into a separate Securities Purchase Agreement dated J July 10, 2025 (the “Boot SPA”) with Boot Capital LLC (“Boot”) pursuant to which the Corporation has agreed to issue a convertible promissory note in the principal amount of $105,000 (the “Boot Note”);
the Boot Note provides for the conversion of the principal and accrued interest into common shares of the Corporation, subject to such terms as provided in the Boot Note and not aggregated with the Boot Note for purposes of NASDAQ Rule 5635;
the Corporation may need to obtain legal confirmation of its foreign private issuer status and apply to NASDAQ to list the shares issuable upon conversion of the Boot Note;
- Motion: Moved by Mr. Zhong Chen
- Seconded by: Mr. Marc Kealey
- Vote: Unanimously approved
- Resolution: The Corporation approves and ratifies the execution and delivery of the Boot SPA and the issuance of the Boot Note to Boot;
The Corporation hereby authorizes the issuance of common shares of the Corporation upon conversion of the Boot Note, in accordance with its terms and subject to compliance with applicable securities laws and NASDAQ regulations and further authorizes management to take all steps necessary to apply to NASDAQ and the transfer agent for the listing and issuance of such shares.
The Corporation authorizes management to seek a legal opinion from Canadian corporate counsel.
- Other Business
- EV Project with Chongqing Battery Power New Energy Technology Co., Ltd. & XGreen Energy Development Co., Ltd.:
CEO Mr. Frank Hou provided an initial summary of a proposed electric vehicle charge point and charging station project and a Letter of Intent (LOI) with a Chongqing-based partner. He will present a full executive summary to the Board. Mr. Marc Kealey and Mr. Simon Tang expressed support for the project and confirmed they are in active communication with other electric vehicle charge point and charging station companies.
- Adjournment
There being no further business, a motion to adjourn was made:
- Motion: Moved by Mr. Marc Kealey
- Seconded by: Mr. Zhong Chen
- Time: 12:10 PM EST
- Result: The meeting was adjourned.
Minutes Prepared by:
Christian Xu
Board Secretary
Visionary Holdings Inc.
For more information, please contact:
Visionary Holdings Inc.
Investor Relations Department
Email: ir@gvisionary.ca
SOURCE Visionary Holdings Inc.