Visionary Holdings Inc 6-K, filed Apr 24, 2024
Visionary Holdings Inc. (GVHGF)
About this 6-K
Visionary Holdings Inc filed this 6-K on April 24, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number 001-41385
Visionary Holdings Inc.
(Translation of registrant’s name into English)
95 Moatfield Dr. First floor
Toronto, Ontario, Canada M3B 0A2
905-739-0593
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Resignation of Chief Executive Officer
On April 10, 2024, Ransom Wu notified Visionary Holdings Inc. (the “Company”) of his resignation as its chief executive officer, effective immediately. Mr. Wu’s resignation did not result from any disagreement or disputes with the Company.
Appointment of New Chief Executive Officer and Entering into Employment Agreement
On April 22, 2024, the Board appointed Mr. Zhong Chen as its new chief executive officer, effective immediately.
Zhong Chen, age 64. Mr. Chen has over 27 years of experience in development, construction, and architectural management. He has been serving as the President of Addington Development in Toronto, Canada since 2010. Under his leadership, the company has successfully raised over $150 million CAD through various financings and improved construction processes, reducing costs by 15%. Prior to Addington Development, Mr. Chen was the President & Chief Representative at P&H International Architects in Toronto and Shanghai from 2000 to 2018, where he led extensive urban and residential projects and earned multiple design awards. From 1993 to 2008, he was the President of Olympic Construction and Installation Engineering Company in Shanghai, where he won two China Luban Awards for construction excellence. Mr. Chen holds an Executive MBA (EMBA) from Nanyang Technological Institute in Singapore. Mr. Chen obtained his Bachelor of Science (B.S.) in Physics from Shanghai University of Science and Technology, China.
On April 23, 2024, the Company entered into the Agreement of Employment (“Agreement”) with Mr. Chen, which became effective on the same day. Pursuant to the Agreement, Mr. Chen will receive an annual salary of $150,000, plus an additional performance bonus of up to $350,000 in company stock, contingent upon year-end performance.
Exhibits
The following exhibits are included in this Form 6-K:
| Exhibit No. | Description |
| 10.1 | Agreement of Employment between Visionary Holdings Inc. and Zhong Chen, dated April 23, 2024. |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. | ||
| Date: April 23, 2024 | By: | /s/ Zhong Chen |
| Zhong Chen | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 10.1
Visionary Hold i ngs Group Inc. 105 Moatfield D r, North York, ON M3B0A2 905 - 739 - 0593 APPENDIX A AGREEMENT OF EMPLOYMENT (This "AGREEMENT") TERMS AND CONDITIONS OF EMPLOYMENT I. Your Duties and Obligations Your primary duties are l isted in Schedule "A " to this Ag r eement between you and Visionary Education Technology Holdings Group Inc . ( h ereinafter , the "'Com1>anf'). The Company rcscr.cs the right to reasonably change the duties of your employment at its discretion. As a condition of your employmen t , you agree that you will adhere lo all Employer policies. mies , systems, and procedures , i ncluding , but not limited to the Company·s Po l icies & Guidelines Manual. We reserve the right to reasonabl y change the provisions of any of these at an y time You also acknowledge that, as an employee of the Company, you will be bound by a duty of loyalty. obedience, and confidentiality. 2. ungth and Extensions Your employment starts as soon as the contract is signed by all parties and effective on April 23, 202 - t This position is a Fu ll - time position. The probation will be Three months. Attendance register entry on a daily basis is mandatory . Non - compliance of entry will be viewed as violation of the policy and salary will be deducted for that period. This agreement implements the system of irregular working hours. and the salary is assessed according to the job responsibilities and goa l s . 3. Salary a nd Benefit s Your annual compensation will be $150,000 , with an additional $ 350 , 000 in perfonuance bonuses in the fonn of company stocks , contingent upon year - end pe r fonnance . Please complete the Schedule "A" Duties and Responsibilities. The emplo) ee will be paid monthly on the first working da y of th e following month . You will not receive any other employment benefits in your position , except for any benefits that are mandatory under the Ontario Empluymenl Standards Act. 200 0. The Company is required by la \ Y to take necessary deductions from your salary. including, but not limited to , federal tax , proYincial tax . Canadian Pension Plan ("CP P " ) contributions , and Em ployment Insurance (EI " ) premiums. The Company ,viii pay its statutory obligations of CPP contributions and EI premiums. - t. V acation You are entitled to, acations and Yacation pays in accordance with the minimum standard as set out in Ontario Employment Standard,· Act . 2000. 5. Termination You hereby ag ree that the Company ma y tenn inatc yo ur employment without cause and fully fulfill any legal obligations to yo u for notic e and/or payment in lieu of notice of tennination by providing y ou a ,,,, . · . .• 3 -- V r I I (initia I )
Vis i onary Hold i ngs Group Inc . 105 Moat fi e l d Dr , No rt h Yor k, ON M3B0A2 905 - 739 - 0593 notice and/or payment in lieu of notice equal to the minimum standard as set out in the Act , plus one week ·s n ot i ce or payment i11 lieu of. Any benefits from the Company yo u are ent i tled to will continue during the same period. You agree that upon received of your entitlements under this clause, n o further amounts shall be due and payable to you. whether under the Act, any other status. or at common law. When you a r e ten n i n ated \ \ ' ithout cause , in no circumstances will you receive less than your entitlement to notice , severance (if applicable) . and benefits con t inuation (if any), pursuant to the minimal standard as set out in the Act By signing th i s agreement , you express l y and irrevocably agree lo , vaive any entitlement to common law notice period or payment in lieu of. 6. Temporary Layoff You hereby acknowledge and agree tha t the Company may temporarily lay - off you in accordance with sect i on 56(2) of the Ontario hnployment S'tandard, Act . 2000. When you are temporarily laid - off, the Company may, in compl i ance,, ith section 56(2) of the Ontario £111µ/oymenl Standards Act. 2000, recall you to ret11m to work upon two (2) weeks· prior notice to you , and you arc required to return to work on the da t e prescribed on lhe recall no t ice. 7. Resignation I n t h e eYent you resign from the Company b efore the end of this contract, you agree to prO \ ide four weeks· notice. 8. Other Restrictive Covcmmts You hereby agree that following termination of your employment al the Co m pany for any r eason , you shall not hire. anempt lo hire any current emp l oyees of the Company. or cause any cu rr e n t employees of the Company to be hired by any entity owned, co n trolled or related to you. You hereby agree that following tennina t ion of your employment at the Company for any reason. you shall not solicit business from any current clients of the Com p any , o r from any cl ients who have retained the Company in the 18 - month period immediately preceding the date of the tennination of y o ur employment at the Company. As an essential part of the co n sideration for the Company entering into an employment contract with you, you hereby agree to t11e tenns of the agreement regarding confident i a l infonnation and proprietary property as set out in Appendix "·B'· to the offer of employment (the ··Confidentiality Agreeme n t' ' ) . The offer of employment is only effectively accepted if you and the Company executed the Confidentiality Agreement in Appendix "B" to the offer of employment. You agree that a n y violat i on of the Confide n tia l i t y Agreement during the t erms of your employment will i m m edia t e l y give the Company sufficient cause at law to tenninate your employment. 9. Miscellaneous a. Modification of the Agreement Any amendment or modification of this Agree m ent o r add i tiona l obligations assumed by either party in connection \ \ 'ith this Agreement will only be legally binding and enforceable if evidenced in writing signed by each and every Party. b. Entire Agreement 4 ' / ;, 1. h (initial)
Visionary Holdings Group I nc . 105 Moatfteld Dr , North York , ON M3B0A2 905 - 739 - 0593 TI1ere is no repr e sentation. warranty, collateral agreement or conditions affecting this agreement e xcept as e: - ..,µressly proYided in this Agreement. c. Choice of Law and Forum You agree that any dispute arising out of this Agreement shall b e resolved in a coun of competent jurisprudence in Toronto, Ontario. under the laws of the province of Ontario and Canada . d. ScYcrability In the e, · enl that any provision of this Agreement is held to be inrnlid or unenforceable , in part or in \ \ 'hole, such pro v ision is seYered from this Agreement and all other proYisions will continue to be \ 'alid and enforceable . c . Independent Legal Advice You agree that you have been gi \ 'en sufficient opportunit y to seek independent legal advice . ff you accept this offer of employment without seeking independent l egal adYice. you hereby waive any claim regarding this offer of employment based on the ground of lack of independent legal advice . f. Free Will and Full Understanding You are executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; and you have carefully read this Agreement. You have asked any questions needed and understand the terms , consequences and binding effect of this Agreement and fully understand them . g. Counterpart This New Agreement may be executed and delivered (including by facsimile copy or by scanned copy allached lo an email) in any number of counterparts. with the same effect as if all parties had signed and delivered the same document , and all counterparts shall be constrned together lo be an original an , d , · ill constitute one and the same New Agreement. TN WITNESS WHF R E OF , the IJndersigned haYe signed th is New Agreement in the presence of th e witness whose name a ppea r s below and who signed in the p re s enc e of the undersigned at the same tim e on this 23 d a y or / \ pril , 2 0 2 4 at the C i t y / To \ \ 'n of TorQnU> ProYince of Ontari o , C a n a d a . Emp]o,ee E mplo y er . Witn ess : Witness : 5 Ku Ku L{:! _(initial) ,· ',!
Visionary Ho ld i ng s G roup I nc . 105 Moatfie ld Dr, North York, ON M3B OA2 905 - 739 - 0593 Schedule "A" Em11loyee: ZHONG CHEN Job Title: CEO Report To: Board Member Start Date: AJwil 23, 2024 DUTIES AND RESPONSIBILITIES Please note the following duties ,tre not an n:haust i , e list and that certain duties nrny get higher or lower f)l'iority depending on the time of car and the current need. of the com1rnny. T he _ CEO is required to perform a range o f duties including but not l i mited to: Responsibilities: Strategic Leadership: DeYelop and communicate the organization's Yision. mission , and strategic direction lo shareho ld ers. employees , and other s tak eholde r s. Set clear goals and objectives aligned with shareholder value crea tion . Financial Management : 0 Yersec th e financial health of the organization , including budgeting, financial planning, and monitoring financial performance . Work to maximize shareholder ya . Jue through revenue growth , cost management, and profitability . C orporate Governance: Ensure compliance with all regulatory require m en ts and corpor at e governance s ta nda rds applicable to publicly traded companies. Maintain transparency and accountability to shareholde rs and the public . Stakeholder Relations: Build and maintain pos iti ve relationships with shareholders, analysts, regu l ators , and other s tak e hold e rs . Communicate effectively with im·estors through earnings calls , investor presentations , and other fomms . Operational Oversight: ProYide l eade rship and direction to all functional areas of the organization , including education content development , technology, marketing, sales, and operations. Ensure efficient and cffcctiYe execution of business strateg i es. 6 /7 \ !/ _(initial)
Visionary Hold i ngs Group In c . 105 Moatfie l d Dr, North York, ON M3B0A2 905 - 739 - 0593 lnnorntion and Growth: Oriye innovation in educational offerings, delivery methods, and technology solutions to meet the eYoh ing needs of snidents and educators. Identify and pursue oppornmities for growth through organic expansion. partue r ships , and acquisitions . Talent Management: Recniit. d eve lop , and retai11 top talent to build a high - perfonning team. Foster a culture of excellence, collaboration , and continuous learning. Risk Management: Identify and mitigate risks that could impact the organization's reputation, financial perfomrnnce, or regulatory co mpli a nc e. Develop and implement 1isk management strategies to safeguard the interests of shareholders and other stakeholders. Social Responsibility: Lead the organization's efforts to contribute positively to society and the communities it serves. Ensure that corporate social responsibility initiali \ 'eS align with the organization's Ya l ues and strategic objectives. Perfomrnnce Eva l uation: Establis h key perfonnance indicators (KPls) to measure the organization's progress toward its goals. Regularly assess performance against these KPls and take corrective action as needed to drive perfonnance improvement. 7 ,, - 1• l (initial) _ ' - , , l ( (