I, William T. Chai (hereinafter referred to as the “Author”), am the Chairman of the Board of Directors of Visionary Holdings Inc. (hereinafter referred to as the “Company” or “Visionary Holdings”).
The Company is incorporated pursuant to the Business Corporations Act (Ontario) 1990 (R.S.O. 1990, c. B.16, hereinafter referred to as the “OBCA”), and its shares are listed on the NASDAQ Stock Market in the United States (hereinafter referred to as the “NASDAQ Listing”). The Company is therefore subject to the relevant laws of Ontario, Canada, as well as the regulatory requirements of the U.S. Securities and Exchange Commission (SEC) and NASDAQ.
Notice is hereby given that the Board of Directors, Co-CEO Jun Huang of the Company, in accordance with Article 7.2 of By-law No.1 of the Company’s Articles of Association and the Board Resolution dated April 2, 2026, formally convene the Extraordinary General Meeting of Shareholders of the Company (hereinafter referred to as the “Meeting”). The purpose of the Meeting is to deliberate on urgent matters related to the Company’s compliance and governance, safeguard the sustainable and healthy development of the Company, protect the legitimate rights and interests of all shareholders, and ensure that the Company’s operations comply with the dual regulatory requirements of the OBCA, the U.S. SEC and NASDAQ.
I. Legal Basis for Convening the Meeting
By-law No.1 of the Company explicitly confirms that the Board of Directors has the right to initiate such an Extraordinary General Meeting of Shareholders, and stipulates that the Company is obligated to issue a formal meeting notice to all shareholders in strict accordance with the provisions of Article 7.2 (Special Meetings), Article 7.5 (Notice of Meetings) and Article 10.3 (Notice to Predecessor Entities). In addition, in light of the Company’s NASDAQ listing requirements, the convocation procedure of this Meeting is also in compliance with Section 14A of the Securities Exchange Act of 1934 of the U.S. SEC and the relevant provisions on the convocation of shareholders’ meetings under the NASDAQ Listing Rules. The Meeting is scheduled to be held at 10:00 a.m. Eastern Time, USA on April 27, 2026. This time arrangement takes into account the convenience of shareholders in North America to attend the Meeting and complies with the basic requirements of dual regulation on the disclosure of meeting time.
For the specific details of the notice of this Meeting, the detailed explanation of the proposals and the relevant compliance documents, please download and review them through the following link:
https://visionary.holdings/uncategorized/detailed-descriptions-of-proposals-for-visionary-holdings-special-meeting-of-shareholders-on-april-27-2026/953/.html
II. Details of the Extraordinary Meeting
(I) Meeting Proposals
Proposal 1: Deliberate on matters related to the Company’s reverse stock split. The specific split ratio shall be determined by the Company’s Board of Directors upon deliberation, and the scope of the split ratio shall comply with the relevant requirements of the NASDAQ Listing Rules on reverse stock splits (to ensure that the Company’s stock price after the split meets the minimum listing price standard of NASDAQ). The resolution of the Board of Directors on this reverse stock split shall have the same effect as the approval of the General Meeting of Shareholders and shall not require a separate General Meeting of Shareholders for deliberation. This arrangement is in compliance with the relevant provisions of the OBCA on the powers of the Board of Directors, and has fully considered the information disclosure and voting procedure requirements of the U.S. SEC and NASDAQ on reverse stock splits. The relevant details of the split and its impact on shareholders’ equity will be disclosed in accordance with the provisions subsequently.
Proposal 2: Address other legal and compliant matters that may be appropriately raised at this Meeting or its adjourned sessions, which shall simultaneously comply with the relevant provisions of the OBCA, the U.S. SEC and NASDAQ.
(II) Record Date
The record date for shareholders to receive notice of and participate in the voting at this Meeting is at the close of business on September 12, 2025. All registered holders of the Company’s common shares (including Class A and Class B common shares) as of the record date shall have the right to attend, vote and exercise other relevant legal rights at this Meeting. The transfer of shares after the record date shall not affect the shareholders’ qualification to attend and vote at the Meeting. This arrangement complies with the core requirements of dual regulation for the protection of shareholders’ rights and is consistent with the conventional setting of the record date for shareholders of U.S. listed companies.
(III) Share Structure and Voting Rights
As of the aforementioned record date, the total number of issued and outstanding common shares of the Company is 5,607,348, with the specific composition as follows:
- Class A common shares: 4,090,680 shares, with 1 voting right per share;
- Class B common shares: 1,516,668 shares, with 100 voting rights per share.
Calculation method of total voting rights: Total voting rights = Number of Class A common shares × Voting rights per share + Number of Class B common shares × Voting rights per share, i.e., 4,090,680 + (1,516,668 × 100) = 155,757,480 voting units. Among them, the voting rights corresponding to Class A common shares account for approximately 2.63% of the total voting rights, and the voting rights corresponding to Class B common shares account for approximately 97.37% of the total voting rights. This share structure and voting right setting have been disclosed in the Company’s Form 6-K, complying with NASDAQ’s requirements for the disclosure of share structure, and does not violate the prohibitive provisions of the OBCA on the setting of voting rights, ensuring that the exercise of voting rights complies with the principles of fairness and impartiality.
Quorum for the Meeting: In accordance with Article 7.9 of By-law No.1 of the Company’s Articles of Association and the relevant requirements of the U.S. SEC and NASDAQ, the quorum for this Meeting shall be more than half of the voting units represented by shareholders attending in person or by proxy. This quorum requirement complies with both the OBCA and U.S. regulatory provisions, ensures the legality and validity of the meeting resolutions, and is consistent with the conventional quorum requirements for shareholders’ meetings of U.S. listed companies.
(IV) Voting Procedures and Proxy Voting
The voting procedures of this Meeting, the detailed rules, operation guidelines and relevant supporting materials for proxy voting shall be separately notified in writing to all shareholders in strict accordance with the OBCA, Section 14A of the Securities Exchange Act of 1934 of the U.S. SEC and the relevant regulatory provisions of the NASDAQ Listing Rules. Among them, proxy voting shall comply with the following compliance requirements: clearly define the scope of the agent’s authority and voting methods (approve, oppose, abstain), provide a standard form of proxy form, and specify the signing, submission and revocation procedures of the proxy form. At the same time, the relevant information on proxy voting shall be disclosed in accordance with the requirements of the SEC to ensure that the voting process is legal, compliant, fair and impartial, protect the lawful exercise of shareholders’ voting rights, take into account the regulatory requirements of Canada and the United States on the standardization of voting procedures, and be consistent with the compliance standards for proxy voting of U.S. listed companies.
III. Compliance Statement
(I) Compliance with the Laws of Ontario, Canada
The convocation, organization, agenda setting and relevant operation procedures of this Meeting are in strict compliance with all the provisions of the OBCA and By-law No.1 of the Company, including but not limited to: the compliance of the Board of Directors’ authority to convene the meeting, the compliance of the process of issuing the meeting notice, the compliance of the determination of the shareholder record date, the compliance of the calculation and exercise of voting rights, the compliance of the procedures for the removal of directors, etc. At the same time, the Company has fully protected the dissent rights of shareholders pursuant to Section 185 of the OBCA, ensured the legality of the meeting procedures and the compliance of the content, effectively safeguarded the legitimate rights and interests of all shareholders, and met all the regulatory requirements of Ontario for shareholders’ meetings of listed companies.
(II) Compliance with U.S. Regulatory Requirements
As a NASDAQ-listed company, the Company has fully considered the relevant regulatory requirements of the U.S. SEC and NASDAQ, and the agenda setting, information disclosure, voting procedures, etc. of this Meeting all comply with the U.S. securities regulatory rules:
- Compliance of information disclosure: The core information such as meeting time, venue, proposal content, record date and voting right structure has been clearly disclosed. The meeting resolutions, detailed explanations of proposals and other relevant documents will be disclosed in a timely manner through the official website link subsequently, complying with the requirements of the SEC and NASDAQ on the timeliness, completeness and accuracy of information disclosure;
- Compliance of voting procedures: The voting methods and proxy voting rules comply with the Securities Exchange Act of 1934 of the SEC and the NASDAQ Listing Rules to ensure the lawful exercise of shareholders’ voting rights;
- Compliance of proposals: Proposals such as reverse stock split and removal of directors comply with the relevant requirements of NASDAQ on the governance of listed companies and the decision-making of major matters. The relevant documents will be submitted to the SEC and NASDAQ for filing in accordance with the provisions subsequently.
The subsequent voting procedures, information disclosure and other relevant links will also be implemented in strict accordance with the relevant provisions of the SEC and NASDAQ to ensure that the Company fully complies with the compliance standards of the U.S. securities market when handling the relevant matters of this Meeting.
Visionary Holdings Inc.
Author: William T. Chai
Title: Chairman of the Board of Directors
Date: April 5, 2026
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