Board shakeup at Winvest Group (OTCQB: WNLV) as Chair resigns and new leader named

Rhea-AI Filing Summary

Winvest Group Ltd. reported board changes following the resignation of two directors. On January 27, 2026, Wan Nyuk Ming resigned as Chairman of the Board and Director, and Ng Chian Yin resigned as Director, each citing personal reasons and without any disagreements with the company or its leadership.

On the same date, the Board appointed existing director Khiow Hui Lim as the new Chairman of the Board, effective immediately. Her appointment was approved by written consent, and the company states there are no special arrangements behind her selection and no related-party transactions requiring disclosure.

Insights

Corporate governance analyst

Winvest reshapes its board leadership as chair and one director resign, with an existing director elevated to chair.

The company reports that Chairman Wan Nyuk Ming and Director Ng Chian Yin both resigned on January 27, 2026 for personal reasons, explicitly stating there were no disagreements over operations, policies, or practices. This framing aims to signal continuity rather than conflict-driven turnover.

The Board elevated existing director Khiow Hui Lim to Chairman, effective immediately, via written consent. The disclosure notes no special arrangements or related-party transactions tied to her appointment, which suggests a straightforward internal succession. Future disclosures in company filings may provide more detail on how the Board fills the remaining vacancies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: January 27, 2026

(Date of earliest event reported)

Winvest Group Ltd.

(Exact name of registrant as specified in its charter)

Nevada		000-56204		27-2052033
(State of Incorporation)		Commission File Number		(IRS EIN)

50 West Liberty Street, Suite 880

Reno, NV 89501

(Address of principal executive offices)

(775) 996-0288

(Registrant’s telephone number, including area code)

(Former name, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		WNLV		OTC Markets: OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☒  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Resignation of Directors:

On 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.

Following the resignations, the Board of Directors of the Company will take such action as it deems necessary to fill the resulting vacancies in accordance with the Company’s bylaws and applicable law.

Appointment of New Chairman:

On 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.

There are no arrangements or understandings between Ms. Khiow Hui and any other person pursuant to which she was appointed Chairman, and there are no transactions between Ms. Khiow Hui Lim and the Company that would require disclosure under Item 404(a) of Regulation S-K.

The appointment was approved by the Board of Directors by written consent.

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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 hereunto duly authorized.

	Winvest Group Ltd.
Dated: January 30, 2026	By:	/s/ Khiow Hui Lim
		Khiow Hui Lim, Chairman of the Board & Director
	By:	/s/ Jeffrey Wong
		Jeffrey Wong, Director

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FAQ

What board changes did Winvest Group Ltd. (WNLV) disclose in this 8-K?

Winvest Group Ltd. reported that Chairman and Director Wan Nyuk Ming and Director Ng Chian Yin resigned on January 27, 2026, for personal reasons. The company states their departures did not involve any disagreement over operations, policies, or practices, and the Board will fill the vacancies under its bylaws.

Who is the new Chairman of the Board at Winvest Group Ltd. (WNLV)?

The Board appointed existing director Khiow Hui Lim as Chairman of the Board on January 27, 2026, effective immediately. She will serve as Chairman in addition to her current role as director, and her appointment was approved by written consent of the Board of Directors.

Did the resigning directors at Winvest Group Ltd. (WNLV) have disagreements with the company?

Winvest Group Ltd. states that the resignations of Wan Nyuk Ming and Ng Chian Yin were for personal reasons. The company expressly notes the departures were not due to any disagreement with management, the Board, or the company’s operations, policies, or practices.

Are there any related-party transactions tied to Winvest Group Ltd.’s new Chairman?

The company discloses that there are no arrangements or understandings with any person under which Khiow Hui Lim was appointed Chairman. It also states there are no transactions between her and Winvest Group Ltd. that require disclosure under Item 404(a) of Regulation S-K.

How will Winvest Group Ltd. (WNLV) fill the board vacancies after the resignations?

Winvest Group Ltd. indicates that, following the resignations of two directors, the Board of Directors will take actions it deems necessary to fill the resulting vacancies. These steps will be taken in accordance with the company’s bylaws and applicable law governing director appointments.