Visionary Holdings Inc. 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：[email protected]

SOURCE Visionary Holdings Inc.