{"url_path":"/sec/wnlv/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1558740/0001477932-26-002885-index.html","accession_number":"0001477932-26-002885","cik":"0001558740","ticker":"WNLV","issuer_name":"Winvest Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1558740/0001477932-26-002885-index.html","primary_entity_key":"0001558740","primary_entity_name":"Winvest Group Ltd"},"word_count":1670,"has_tables":true,"body_markdown":"** **\n\n**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nSet forth below is certain information concerning the directors and executive officers of the Company.\n\n \n\nOn April 14, 2021, Mr. Wan Nyuk Ming was appointed Chairman of the Board of Directors, Mr. Ng Chian Yin was appointed MD of the Board of Directors, Mr. Jeffrey Wong Kah Mun was appointed Chief Executive Officer and a Director, Ms. Tham Yee Wen, was appointed Secretary cum COO, Ms. Boo Shi Huey was appointed Treasurer of the Company.\n\n \n\nOn May 25, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim as the Corporation’s Chief Strategic Officer and Charlene Logan Kelly as the Corporation’s Chief Intellectual Officer. On June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors. On June 29, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) accepted the resignation of Tham Yee Wen as the Company’s Secretary. Also, on June 29, 2022, the Board of Directors of the Company appointed Khiow Hui, Lim as the Company’s Secretary.\n\n \n\nOn July 31, 2025, the Company has received the formal written notice from Ms. Charlene Logan Kelly confirming her resignation from the position of Chief Intellectual Officer (CIO), effective as of June 28, 2025. Ms. Logan Kelly’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.\n\n \n\nOn January 27, 2026, Wan Nyuk Ming resigned from his positions as Chairman of the Board and Director of Winvest Group Ltd., and Ng Chian Yin resigned from his position as Director of Winvest Group Ltd., each for personal reasons. The resignations were not the result of any disagreement with the Company, its management, or the Board regarding the Company’s operations, policies, or practices.\n\n \n\nOn January 27, 2026, the Board of Directors of Winvest Group Ltd. appointed Khiow Hui Lim as Chairman of the Board, effective immediately. Ms. Khiow Hui Lim will serve as Chairman in addition to her existing role as a director of the Company.\n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Position(s)**\n\n**Wan Nyuk Ming**\n\n \n\n56\n\n \n\nFormer Chairman of the Board of Directors\n\n**Ng Chian Yin**\n\n \n\n35\n\n \n\nFormer MD of the Board of Directors\n\n**Jeffrey Wong Kah Mun**\n\n \n\n46\n\n \n\nChief Executive Officer, Chief Financial Officer and Director\n\n**Khiow Hui, Lim**\n\n \n\n51\n\n \n\nChairman of the Board, Director, Secretary and Chief Strategic Officer, Founder of IQI and Co-founder of TCG\n\n**Boo Shi Huey**\n\n \n\n36\n\n \n\nTreasurer\n\n \n\n**Biographies**\n\n \n\n**Mr. Wan Nyuk Ming**, age 56, Former Chairman of the Board of Directors, previously worked as the Managing Director of Mega7 Holding Sdn Bhd from 2017 to 2019, where he supervised the day-to-day operations of the company, managed delivery teams, and was directly responsible for business support functions as a head of the business. From 2012 to 2017, he was the Managing Director of M Academy International Sdn Bhd. With over 30 years of experience and hard work, he is a successful remarkable entrepreneur and a practical international market strategist.\n\n \n\n**Mr. Ng Chian Yin**, age 35, Former MD of the Board of Directors, with ten years of experience in running a company’s core business, where he expanded his strategy skill with “New Thinking, New Creativity, and New Generation” to meet the new era of emerging financial technology in his career path. He has been the Marketing Director of his own company, Philocity Holdings Sdn Bhd since August 2019. He was the Senior Sales & Technology Manager at Milletique Technology Sdn Bhd from July 2018 to July 2019.\n\n \n\n \n\n27\n\n*Table of Contents*\n\n \n\n**Mr. Jeffrey Wong Kah Mun**, age 46, CEO of the Board of Directors, has over 18 years of exposure in the fields of health, beauty, wellness products, online and education. He previously worked as Chief Operating Officer at Linton University and three affiliated Institutes, Pertama Institute of Technology (ITP), Jati Institute, and International Institute of Science Mantin from 2017 to 2020, where he oversaw, developed, and expanded the Built of Environment, Information Technology, Business & Accounting, and Applied & Visual Arts.\n\n \n\n**Ms. Boo Shi Huey,** age 36, Treasurer of the Company. She worked at Philocity Holdings Sdn Bhd, as a Sr. Account Executive from February 2020 to the present. She worked as an Account Executive to Syarikat Elektrik Siang Sdn Bhd from October to December 2019. She previously worked as a Finance Executive cum Admin at Mega7 Holding Sdn Bhd, from January 2019 to July 2019. She has extensive account experience and is able to work at different perspectives and adjust workflow as change arises.\n\n  \n\n**Ms. Khiow Hui, Lim,** age 51, Chairman of the Board, Director, Secretary, Chief Strategic Officer, Founder of IQI and Co-founder of TCG, and hails from Melaka, Malaysia. Khiow Hui began her career at the Media Resources Center in Wichita, Kansas, which was a subsidiary and syndication station of The Discovery Channel. Starting as a production assistant, she rose to become a segment producer and eventually a full-fledged producer for the station. In 1997, Khiow Hui was hired by Fox Television Network (FOX 24/UPN), now a division of iHeart MEDIA, to produce and direct public service announcements (PSAs) for the Midwest region. In 2011, Khiow Hui founded iQiMedia that helps advertising agencies, new media companies and S&P 500 to create intuitive experiences for a diverse range of new emerging media. She has worked with global renowned advertising agencies, new media companies and managed brands like AIG, AT&T, Toyota, Caesars Entertainment Corporation, Tencent, Apple, Sony Entertainment, Ogilvy, Dentsu and more. At IQI, she has managed feature film production, commercial and interactive development, budgets of up to $40 million and overseen union production crews of more than 80 people. A native of Malaysia, Khiow Hui holds a BA in Electronic Arts from Wichita State University. Khiow Hui is also one of the core production team players at Miles Partnership for the VisitTheUSA.com—the official tourism bureau for the United States—helping to deliver tailored content for both domestic and international Asian market. In 2016, Khiow Hui produced her first feature film, Alien Code, a sci-fi thriller starring Mary McCormack, Azura Skye, Richard Schiff and Kyle Gallner. Now available on most streaming platforms. Other Hollywood credits include projects like Sony PlayStation 2’s Rise to Honor–Jet Li, the SAG Awards’ Hollywood Hits Broadway segment and post-production editorial work on Resident Evil 5 & 6 and the Oscar-winning film Crash.\n\n \n\n**Term of Office**\n\n \n\nOur directors hold their position until the next annual meeting of shareholders and until his successor is elected and qualified by our shareholders, or until earlier death, retirement, resignation, or removal.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships between the Company and any of our current and proposed directors or executive officers.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nNo director, executive officer, significant employee or control person of the Company has been involved in any legal or regulatory proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.\n\n \n\n \n\n28\n\n*Table of Contents*\n\n  \n\n**Board Composition**\n\n \n\nOur business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors, subject to our articles of incorporation and our bylaws. Currently, our Board of Directors consists of three directors, with two vacancies. We do not have a standing audit, compensation or nominating committee. Rather, our full board of directors performs the functions of these committees. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our common stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.\n\n \n\n**Director Independence**\n\n \n\nWe are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.\n\n \n\n**Board Leadership Structure and Board’s Role in Risk Oversight**\n\n \n\nOur Board of Directors has a Chairman, Ms. Khiow Hui, Lim. The Chairman has authority, among other things, to preside over Board meetings and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. The Board of Directors believes that its current leadership structure is appropriate for the Company at this time. However, the Board recognizes that no single leadership model is suitable for all companies under all circumstances and may periodically reviews its leadership structure as the Company’s needs evolve. Accordingly, the Board of Directors may periodically review its leadership structure.\n\n \n\nOur Board of Directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The audit committee will oversee management of financial risks; our Board of Directors regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board of Directors regularly reviews plans, results and potential risks related to our product development and commercialization efforts.\n\n \n\n**CODE OF ETHICS**\n\n \n\nWe have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability for adherence to the provisions of the code of ethics. The code of ethics is applicable to all of our directors, officers and employees and is available on our corporate website, https://www.winvestgroup.co. We intend to disclose any amendments to our code of ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by applicable rules and exchange requirements.\n\n \n\n \n\n29\n\n*Table of Contents*"}