October 29, 2025, Eastern Time (ET) – Visionary Holdings Inc. (hereinafter referred to as the “Company”; a diversified enterprise registered in Ontario, Canada and listed on the Nasdaq Capital Market under the ticker symbol: GV) successfully held its 2025 Annual General Meeting (AGM) via Zoom video conference from 10:00 a.m. to 12:00 p.m. ET (UTC-4) on the same day. Chaired by Mr. Robert Jay LEES, the voting rights represented by attending shareholders and their proxies accounted for 97.79% of the company’s total voting rights, far exceeding the quorum requirements stipulated in the Business Corporations Act (Ontario, 1990), Nasdaq Listing Rules, and the company’s Articles of Association. The meeting’s convening procedures and agenda items were in compliance with laws and regulations, fully safeguarding shareholders’ rights to participation and voting.
During the meeting, shareholders and their proxies conducted in-depth discussions on core agenda items including board renewal, reappointment of auditors, and review of the annual report. Eventually, all proposals were approved with an overwhelming majority, laying a solid institutional foundation for the company’s governance enhancement and business layout in the next fiscal year.
I. Renewal of the 4th Session of the Board of Directors: Professional Team to Support Strategic Implementation
As the core agenda of this meeting, the Company strictly adhered to the U.S. SEC’s director independence standards and Nasdaq’s mandatory rule of “a majority of independent directors (≥50%)”. The Nomination Committee, through public solicitation and multiple rounds of interview evaluations, selected 16 qualified candidates (including 9 incumbents and 7 new members) from 18 candidate profiles, covering key fields such as corporate management, financial management, legal compliance, international education, high-end medical aesthetics and big health, and biotechnology.
Based on the statistics from the dual voting mode of “on-site voting + email voting”, 9 candidates – Mr. William T. Chai, Mr. Kealey Donald M, Mr. Jun Huang, Mr. Rusheng Wu, Mr. Robert Jay LEES, Ms. Jiena Zhang, Mr. Weixing Wang, Mr. Yi Wang and Mr. Henry Sun – were officially elected as members of the 4th Session of the Board of Directors, having received more than two-thirds of the affirmative votes from the valid voting rights of attending shareholders. Their term will run from the effective date of the resolution of this AGM to the end of the 2026 Annual General Meeting.
With their cross-sector professional backgrounds and rich practical experience, the new board members will provide diverse perspectives for the company’s strategic decision-making, further optimize the governance structure, and effectively safeguard the long-term interests of all shareholders.
II. Reappointment of Auditors: Strengthening the Defense Line of Financial Compliance
To meet the stringent audit supervision requirements of the U.S. SEC and Nasdaq for listed companies, the meeting approved the Proposal on the Appointment of Auditors for the 2025-2026 Fiscal Year, agreeing to reappoint Assentsure PAC as the company’s auditor for the 2025-2026 fiscal year (April 1, 2025 to March 31, 2026).
Assentsure PAC has completed registration with the U.S. Public Company Accounting Oversight Board (PCAOB) and holds the legal qualification to provide audit services for U.S.-listed companies. During the 2024-2025 fiscal year audit work, its core team, supported by over 6 years of cross-border audit experience, efficiently completed the financial statement audit and internal control evaluation. The audit conclusions truly reflected the company’s financial status, and its professional capabilities have been recognized by the company and shareholders. After this reappointment, Assentsure PAC will continue to be responsible for statutory matters such as the company’s annual financial statement audit and SEC periodic report audit. The audit service fee will remain consistent with the previous fiscal year (excluding audit travel expenses and fees for additional matters), ensuring that the company’s financial information disclosure is “true, accurate, complete, timely and fair”.
III. Review of Annual Reports: Clarifying Operating Results and Development Path
The meeting approved the 2024-2025 Fiscal Year Financial Report and 2024-2025 Fiscal Year Board of Directors’ Work Report with an overwhelming majority, conducting a comprehensive review of the company’s operating performance and strategic progress in the past fiscal year (April 1, 2024 to March 31, 2025):
Financial Performance: The revenue of the company’s core businesses (real estate, education, and big health) accounted for 78%. The net profit of the new business (big health projects) achieved a year-on-year growth of 100%, demonstrating remarkable results in business transformation. Total assets remained stable at USD 68,792 thousand, and the asset-liability ratio was controlled at 80%, maintaining a sound financial structure and providing sufficient resilience for future development.
Business and Governance Progress: On the market front, the company established branches in China, added more than 30 new clients, maintained customer satisfaction at over 80%, and continuously enhanced its international brand influence. On the strategic front, it deployed in the fields of artificial intelligence and big health, completed the acquisition of the Changle Shuang Big Health Project and the strategic investment in the new energy vehicle project, expanding its growth tracks. On the governance front, it revised the Articles of Association and Rules of Procedure for the Board of Directors, strengthened internal control and risk management, and further improved its compliant operation capabilities.
The reports clearly stated that in the next fiscal year, the company will focus on three major goals: “improving the quality of core businesses, accelerating the development of emerging businesses, and strengthening compliant governance”, increase R&D investment and talent development, and promote high-quality business development.
IV. Confirmation of Statutory Matters: Consolidating the Foundation for Compliant Operations
To ensure the legality and continuity of the company’s governance, the meeting reviewed and approved three key statutory matters:
1.Confirmed the legality and validity of the election results for the 4th Session of the Board of Directors, verifying that the qualifications of the new board members comply with the requirements of laws, regulations and the company’s Articles of Association;
2.Confirmed the validity of the appointment of Assentsure PAC as the company’s auditor for the 2025-2026 fiscal year, and clarified its audit responsibilities and service scope;
3.Approved the 2024-2025 Fiscal Year Form 20-F, ensuring that the annual report submitted by the company to the U.S. SEC complies with information disclosure regulatory requirements.
V. Follow-up Arrangements: First Meeting of the 4th Session of the Board of Directors to Be Held Soon
In accordance with the resolution of this AGM, the first meeting of the 4th Session of the Board of Directors will be held via Zoom video conference at 10:00 a.m. on November 3, 2025 (ET). The core agenda will include: electing the Chairman of the Board, Executive Directors, and Secretary of the Board; determining the members of the four special committees (Audit, Nomination, Remuneration, and Investment); and appointing the senior management team including CEO, Co-CEO, CFO, and Vice Presidents. The relevant meeting resolutions will be disclosed through the “Investor Relations” section on the company’s official website (www.visionary.holdings) within 48 hours after the meeting, ensuring that shareholders are promptly informed of the company’s governance developments.
The Board of Directors of Visionary Holdings Inc. stated: “The successful convening of this Annual General Meeting has injected new governance momentum into the company. The 4th Session of the Board of Directors will take ‘being responsible to shareholders and seeking development for the company’ as its core, diligently perform its duties, deepen business innovation on the basis of compliant operations, continuously enhance the company’s core competitiveness, and create long-term and stable value returns for all shareholders.”
Contacts:
IR Department of Visionary Holdings Inc.
Email: [email protected]
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