At 10:00 a.m. Eastern Time on July 24, 2025, Visionary Holdings Inc. (NASDAQ: GV, hereinafter referred to as the “Company”) successfully held a Special Shareholder’s Meeting via Zoom. The meeting was conducted in compliance with regulations, with high shareholder participation, and all proposals received overwhelming support, laying a crucial foundation for the Company’s future development.
Meeting Conducted in Compliance with Regulations, with Record-High Shareholder Participation
The meeting was convened jointly by two parties: one being MONOLITH IT SOLUTIONS INC and CAKL HOLDINGS SDN BHD, which collectively hold 9.14% of the shares and are eligible to convene the meeting in accordance with the provisions of the Ontario Business Corporations Act (OBCA); the other being Mr. Jun Huang, Co-CEO of the Company, whose right to convene stems from the relevant clauses in the Company’s Bylaw No. 1. The entire meeting strictly adhered to the OBCA and the Company’s current bylaws, with notifications sent to all shareholders more than 21 days in advance, ensuring full compliance.
Shareholders and proxies present held 152,329,135 voting shares, accounting for 97.80% of the Company’s total voting rights, far exceeding the statutory minimum requirement of 50%, thus fully validating the meeting’s effectiveness.
Four Core Proposals Passed by High Votes to Drive Strategic Upgrades
Four key proposals at the meeting all received over 97% of affirmative votes in support，well above the two-thirds threshold for adoption:
Confirm Annual Audit Firm to Ensure Financial Compliance
The meeting approved the appointment of Assentsure PAC as the Company’s auditor for the 2024-2025 fiscal year. With qualifications from the U.S. Public Company Accounting Oversight Board (PCAOB), the firm meets the requirements of the U.S. Securities and Exchange Commission (SEC) and NASDAQ for auditors. It will be responsible for auditing the Company’s financial statements, evaluating the effectiveness of internal controls, etc. The meeting also reviewed and approved the audit progress report for the fiscal year.
Expand Board Size to Strengthen Governance Structure
To optimize corporate governance, the meeting resolved to amend the bylaws, increasing the maximum number of directors from 10 to 20, and adjusting the current number of directors from 9 to 13. Four new directors (Rusheng Wu, Weixing Wang, Jiena Zhang, and Qingxia Liu) took office immediately, with their terms expiring at the next annual general meeting. This adjustment strictly ensures that independent directors account for no less than 50%, in line with NASDAQ listing rules. The Company simultaneously integrated the revised bylaw content into Bylaw No. 3, which took effect immediately.
Launch Relocation Process to Optimize Global Layout
To further expand development space, the meeting approved the Company’s plan to relocate its registered address from Ontario, Canada to the United States (the specific state to be determined by the Board of Directors). This move aims to optimize the strategic layout, access high-quality resources, broaden financing channels, and better align with the regulatory requirements of the SEC and NASDAQ. The relocation process will strictly comply with relevant legal provisions, and shareholder rights will remain unaffected. Upon completion, the Company will promptly update its registration information to ensure compliance with information disclosure requirements.
Standardize Stock Issuance to Protect Shareholder Rights
To prevent the risk of equity dilution, the meeting passed a bylaw amendment specifying that “the Board of Directors must obtain written approval from shareholders holding more than 50% of the voting rights before issuing Class A common shares, preferred shares, or Class C shares.” This clause took effect on July 25, 2025, and applies retroactively to all unfinished stock issuance plans. Projects previously approved but not yet implemented must go through the shareholder approval process again, fully aligning with regulatory authorities’ requirements to protect shareholder rights.
Clear Follow-Up Arrangements to Ensure Resolution Implementation
All resolutions of this meeting officially took effect on July 25, 2025. The Company will disclose the full text of the resolutions and voting records on the SEC EDGAR system and its official website (https://www.visionary.holdings/) in accordance with regulations. Shareholders who dissent from the resolutions may, in accordance with the relevant provisions of the OBCA, claim the right to repurchase of shares at fair value within the statutory time limit.
The successful convening of this extraordinary general meeting and the passage of various resolutions demonstrate shareholders’ high recognition of the Company’s strategy. They will drive Visionary Holdings Inc. to achieve new breakthroughs in governance structure, compliant operations, and global layout, injecting strong impetus into its long-term development.
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