NOTE 9 – STOCKHOLDERS’ EQUITY

As of December 31, 2025 and 2024, the Company had 82,610,375 and 80,884,279 shares of common stock issued and outstanding, respectively.

During the three months ended March 31, 2024, the Company sold 621,649 shares of common stock to fifteen non-U.S. investors at $0.30 per share, with total proceeds of $186,494 received in cash. Additionally, during the three months ended June 30, 2024, the Company issued 367,673 shares of common stock to individual non-U.S. investors at $0.60 per share, with total proceeds of $220,604 received in cash, which $62,184 received during the three months ended March 31, 2024. For the three months ended September 30, 2024, the Company sold 415,465 shares of common stock to ten non-U.S. investors at $0.60 per share, with total proceeds of $249,279 received in cash. On October 23, 2024, the Company issued 23,375 shares of common stocks to a non-U.S. investor at $0.60 per share for a total cash consideration of $14,025. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

On February 18, 2024, the Company converted a loan in the total amount of $83,847 with a related party, to exchange issuance of 279,490 shares of the common stock of the company to the related party, at $0.30 per share.

On October 23, 2024, the Company issued 51,534 shares of common stocks to settle loan payable of $30,920 from three non-U.S. third party individuals, at a fair value of $0.60 per share. The settlement resulted in no gain or loss.

During the three months ended June 30, 2025, the Company issued 160,922 shares of common stock to two individual non-U.S. investors at $0.30 per share, with total proceeds of $48,277 received in cash.

During the three months ended September 30, 2025, the Company issued 186,110 shares of common stock to certain individual non-U.S. investors at $0.30 per share, with total proceeds of $55,833 received in cash.

During the three months ended December 31, 2025, the Company issued 210,084 shares of common stock to certain individual non-U.S. investors at $0.30 per share, with total proceeds of $63,025 received in cash.

WENYUAN GROUP CORP. AND SUBSIDIARY

(FORMERLY KNOWN AS LONGWEN GROUP CORP. AND SUBSIDIARY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – STOCKHOLDERS’ EQUITY (CONTINUED)

2022 Equity Incentive Plan

On November 7, 2022, the Board adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company (the “2022 Equity Incentive Plan”). Under the 2022 Equity Incentive Plan, the Company can issue up to 10,000,000 shares of common stock of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

During the three months ended March 31, 2024, the Company granted 1,200,000 shares of common stocks of the Company which vested immediately, to two employees pursuant to the Company’s 2022 Equity Incentive Plan. The fair value of the shares totaled $360,000 on the grant dates. During the three months ended June 30, 2024, the Company granted 350,000 shares of common stocks of the Company which vested immediately, to two employees pursuant to the Company’s 2022 Equity Incentive Plan. The fair value of the shares totaled $210,000 on the grant dates. The total fair value of the shares issued in 2024 was charged to share-based compensation of $501,346 and other loss of $68,654, respectively, on the consolidated statements of operations and other comprehensive loss.

During the year ended December 31, 2025, the Company issued 1,168,980 to certain employees and consultant with fair value of $0.30 per share.

As of December 31, 2025 and 2024, the Company’s common shares issuable under the 2022 Equity Incentive Plan totaled 51,020 and 1,220,000, respectively.

2023 Equity Incentive Plan

As of December 31, 2024 and 2023, no shares have been issued under the Company’s 2023 Equity Incentive Plan, and the Company’s common shares issuable under the 2023 Equity Incentive Plan totaled 5,000,000 and 5,000,000, respectively.

The following table represents the restricted stock award activities during the year ended December 31, 2025.

SCHEDULE OF EQUITY INCENTIVE ACTIVITIES

WENYUAN GROUP CORP. AND SUBSIDIARY

(FORMERLY KNOWN AS LONGWEN GROUP CORP. AND SUBSIDIARY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS