{"url_path":"/sec/wnlv/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**","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":2412,"has_tables":true,"body_markdown":"**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**\n\n \n\n**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n \n\nThe following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors of WNLV as a group as of December 31, 2025.\n\n \n\n**Name**\n\n \n\n**Number of**\n\n**Shares of**\n\n**Common Stock**\n\n \n\n \n\n**Percentage**\n\n \n\nWan Nyuk Ming (1)\n\n50 West Liberty Street, Suite 880, Reno, Nevada 89501\n\n \n\n \n30,000,000\n \n\n \n\n \n27.03%\n\nNg Chian Yin (1)\n\n50 West Liberty Street, Suite 880, Reno, Nevada 89501\n\n \n\n \n16,814,101\n \n\n \n\n \n15.15%\n\nJeffrey Wong Kah Mun\n\n50 West Liberty Street, Suite 880, Reno, Nevada 89501\n\n \n\n \n13,732,265\n \n\n \n\n \n12.37%\n\nBoo Shi Huey\n\n50 West Liberty Street, Suite 880, Reno, Nevada 89501\n\n \n\n \n0\n \n\n \n\n \n0%\n\nKhiow Hui, Lim\n\n50 West Liberty Street, Suite 880, Reno, Nevada 89501\n\n \n\n \n600,000\n \n\n \n\n \n0.54%\n\nAll executive officers, directors, and beneficial ownership thereof as a group (5 people)\n\n \n\n \n61,146,366\n \n\n \n\n \n55.09%\n\n \n\n \n\n1)\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.\n\n \n\nThere are no other officer or director 5% shareholders.\n\n \n\nUnless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 110,994,283 shares of common stock outstanding.\n\n \n\nThe holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. The holders of our common stock do not entitle to any disparate voting rights.\n\n \n\nThe following table sets forth certain information with respect to the beneficial ownership of our voting preferred stock by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors of WNLV as a group as of December 31, 2025.\n\n \n\n \n\n32\n\n*Table of Contents*\n\n \n\n**Name**\n\n \n\n**Number of**\n\n**Shares of**\n\n**Series A**\n\n**Preferred Stock**\n\n \n\n \n\n**Percentage**\n\n \n\nJeffrey Wong Kah Mun\n\n50 West Liberty Street, Suite 880, Reno, Nevada 89501\n\n \n\n \n2,838,679\n \n\n \n\n \n1.255%\n\nWan Nyuk Ming (1)\n\n50 West Liberty Street, Suite 880, Reno, Nevada 89501\n\n \n\n \n179,400,000\n \n\n \n\n \n79.308%\n\nNg Chian Yin (1)\n\n50 West Liberty Street, Suite 880, Reno, Nevada 89501\n\n \n\n \n43,967,800\n \n\n \n\n \n19.437%\n\nAll executive officers, directors, and beneficial ownership thereof as a group (3 people) out of 300,000,000 shares.\n\n \n\n \n226,206,479\n \n\n \n\n \n100%\n\n \n\n \n\n1)\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.\n\n \n\nThere are no other authorized classes of Preferred Stock. The holders of our Series A preferred stock are entitled to 50 votes for each share held of record on all matters to be voted on by stockholders. The Series A Preferred Stock also convert into common stock at a rate of 50 for one. The aggregate voting power of our outstanding Series A Preferred Stock is more than 90% of the issued and outstanding voting equity. The holders of our Series A Preferred Stock vote on a 50 to one basis. Except as set forth above, applicable percentages are based upon 226,206,479 shares of Series A preferred stock held by the directors.\n\n \n\nThe 50 to one voting of the Series A Preferred Stock may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its interests, including attempts that might result in a premium over the market price for the shares held by our stockholders, as the holders of the Series A Preferred Stock have the voting power to prevent such events.\n\n \n\n**Certain Relationships and Related Transactions**\n\n \n\nExcept as described herein, none of the following parties (each a “Related Party”) has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:\n\n \n\n \n\n·\nany of our directors or officers;\n\n \n\n \n\n \n\n \n\n·\nany person proposed as a nominee for election as a director;\n\n \n\n \n\n \n\n \n\n·\nany person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or\n\n \n\n \n\n \n\n \n\n·\nany member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.\n\n \n\nThe Company’s financing subsequent to the change of control on March 31, 2021 has come from the Winvest Group Limited (Cayman), an affiliate with the same name as the Company, and based in the Cayman Islands and from the Chairman and founder of IQI, and the CEO of the Company. Winvest Group Limited (Cayman) is an equity holdings company in the wellness industry and shares the same board of directors as the Company. As of December 31, 2025, the amount due to the Winvest Group Limited (Cayman) and the Chairman and founder of IQI, and the CEO of the Company was $565,818, $56,910, and $58,281 respectively which are being treated as an interest free demand loans.\n\n \n\n \n\n33\n\n*Table of Contents*\n\n  \n\n**Description of Share Capital**\n\n \n\nWe have authorized 4,500,000,000 shares of common stock with par value $0.001 per share. As of December 31, 2025 the Company has issued and outstanding 110,994,283 shares of common stock. We have authorized 300,000,000 shares of Series A Preferred Stock. As of December 31, 2025, the Company has issued and outstanding 226,206,479 shares of preferred stock.\n\n \n\n**Common Stock**\n\n \n\nThe holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election. The holders of our common stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available. In the event of liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. Holders of shares of our common stock, as such, have no conversion, pre-emptive or other subscription rights, and there are no redemption provisions applicable to the common stock.\n\n \n\n**Preferred Stock**\n\n \n\nThe holders of our Series A preferred stock are entitled to 50 votes for each share held of record on all matters to be voted on by stockholders. The Series A preferred stock also converts into common stock at a rate of 50 for one. The holders of our preferred stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefore. In the event of liquidation, dissolution or winding up of our company, the holders of preferred stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the Series A preferred stock. We do not have different authorized classes of stock other than aforementioned.\n\n \n\nOn the basis of 110,994,283 outstanding shares as of December 31, 2025, a minimum of 2,310,493 shares of Series A preferred stock must be kept to maintain 51% control over shareholder-approved measures. Future issuances of Series A Preferred Stock could further dilute the existing holders of common stock. The management currently has no intentions of further issuance. The conversion of Series A Preferred Stock is entirely optional and it can happen at any time and has a poison pill effect. We believe there are no exceptions to provision requiring mandatory conversion of shares upon any transfer, and no sunset provision limiting the lifespan of high-vote shares is required at this time.\n\n \n\n**Controlling Shareholder(s)’ Ability**\n\n \n\nThe controlling shareholder(s)’ shall and will have ability to control matters requiring shareholder approval, including election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets.\n\n \n\n**Indemnification of Directors and Officers**\n\n \n\nSection 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.\n\n \n\nSection 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.\n\n \n\n \n\n34\n\n*Table of Contents*\n\n \n\nSection 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.\n\n \n\nSection 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses. Our Bylaws provide that we may indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent permitted by law, our Articles of Incorporation or our Bylaws, and shall indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent required by law, our Articles of Incorporation or Bylaws. Our obligations of indemnification, if any, shall be conditioned on receiving prompt notice of the claim and the opportunity to settle and defend the claim. We may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was our director, officer, employee or agent.\n\n \n\n**Indemnification against Public Policy**\n\n \n\nInsofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.\n\n \n\nThe effect of Indemnification may be to limit the rights of the Company and the shareholders (through shareholders’ derivative suits on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.\n\n \n\n**Shares Eligible for Future Sale**\n\n \n\nFuture sales of substantial amounts of shares of our Common Shares in the public market after this offering, or the possibility of these sales occurring, could cause the prevailing market price for our Common Shares to fall or impair our ability to raise equity capital in the future. Following this offering, the Common Shares that were not offered and sold in our initial public offering are “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which are summarized below.\n\n \n\nThese restricted securities will be available for sale in the public market under Rule 144 one year following the filing of our Form 8-K on May 16, 2022.\n\n \n\n**Rule 144**\n\n \n\nSales of our Common Stock under Rule 144 could reduce the price of our stock.\n\n \n\nThese shares will be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.\n\n \n\n \n\n35\n\n*Table of Contents*"}