{"url_path":"/sec/ccgww/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1965473/0001493152-26-019130-index.html","accession_number":"0001493152-26-019130","cik":"0001965473","ticker":"CCG","issuer_name":"Cheche Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1965473/0001493152-26-019130-index.html","primary_entity_key":"0001965473","primary_entity_name":"Cheche Group Inc."},"word_count":973,"has_tables":true,"body_markdown":"**ITEM\n15. CONTROLS AND PROCEDURES**\n\n \n\n**A.\nDisclosure Controls and Procedures**\n\n \n\nAs\nrequired by Rule 13a-15 under the Exchange Act, our management, including our chief executive officer and chief financial officer, has\nevaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based\non the material weaknesses described below, our chief executive officer and chief financial officer have concluded that, as of December\n31, 2025, our disclosure controls and procedures were not effective. Disclosure controls and procedures refer to controls and other procedures\ndesigned to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed,\nsummarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include,\nwithout limitations, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we\nfile or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal\nfinancial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding our required disclosures.\nNotwithstanding the identified material weaknesses, our chief executive officer and chief financial officer have concluded that the consolidated\nfinancial statements included in this annual report on Form 20-F fairly present, in all material respects, our financial condition, results\nof operations and cash flows for the periods presented.\n\n \n\n**Internal\nControl over Financial Reporting**\n\n \n\nIn\nconnection with the audit of our consolidated financial statements for the years ended December 31 2023, 2024 and 2025, we and our\nindependent registered public accounting firms identified two material weaknesses in our internal control over financial reporting.\nAs defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or combination of\ndeficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement\nof the annual or interim financial statements will not be prevented or detected on a timely basis.\n\n \n\nThe\nmaterial weaknesses that have been identified relate to (1) our lack of sufficient accounting and financial reporting personnel with\nrequisite knowledge of and experience in the application of U.S. GAAP related to accounting treatment for certain equity transactions,\nleases and expected credit losses of receivables, and (2) our lack of formal financial closing policies and effective control over the\nperiodic financial closing procedures and the preparation and review of our consolidated financial statements, which resulted in adjustments\nrelated to revenue, cost of sales, expenses cut-off and disclosures to our financial statements.\n\n \n\n**Remediation\nPlan**\n\n \n\nTo\nremediate our material weaknesses, we have begun to, and will continue to (1) hire additional competent accounting staff with appropriate\nknowledge and experience of U.S. GAAP and SEC financial reporting requirements and strengthen period-end financial reporting controls\nand procedures; (2) establish an ongoing program to provide sufficient and appropriate training for financial reporting and accounting\npersonnel, especially training related to U.S. GAAP and SEC financial reporting requirements; and (3) assign clear roles and responsibilities\nfor accounting and financial reporting staff to address accounting and financial reporting issues.\n\n \n\n165\n\n \n\n \n\nHowever,\nwe cannot assure that we will remediate our material weaknesses in a timely manner, or at all. See “Risk Factors—Risks Related\nto Our Securities—If we fail to implement and maintain effective internal controls to remediate the material weaknesses over financial\nreporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor\nconfidence and the market price of the Class A Ordinary Shares may be materially adversely affected.”\n\n \n\n**B.\nManagement’s Annual Report on Internal Control over Financial Reporting**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system\nwas designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation\nof its published consolidated financial statements. All internal control systems, no matter how well designed, have inherent limitations.\nTherefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance\nwith respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods\nare subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the\npolicies or procedures may deteriorate. ****\n\n \n\nAs\nrequired by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules promulgated by the SEC, our management assessed the effectiveness\nof our internal control over financial reporting as of December 31, 2025, using the criteria established within the Internal Control—Integrated\nFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our\nmanagement has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material\nweaknesses as described above.\n\n \n\nNotwithstanding\nthe material weaknesses described herein, we believe that our consolidated financial statements for the periods covered by and included\nin this annual report are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”)\nand fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented\nherein.\n\n \n\n**C.\nAttestation Report of the Independent Registered Public Accounting Firm**\n\n \n\nSince\nwe qualified as an “emerging growth company” as defined under the JOBS Act as of December 31, 2025, this annual report on\nForm 20-F does not include an attestation report of our independent registered public accounting firm.\n\n \n\n**D.\nChanges in Internal Control over Financial Reporting**\n\n \n\nThere\nwere no changes in our internal control over financial reporting during the period covered by this annual report on Form 20-F that have\nmaterially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}