{"url_path":"/sec/cchh/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":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","accession_number":"0001213900-26-057844","cik":"0002074123","ticker":"CCHH","issuer_name":"CCH Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","primary_entity_key":"0002074123","primary_entity_name":"CCH Holdings Ltd"},"word_count":1126,"has_tables":true,"body_markdown":"** **\n\n**Item\n15. Controls and Procedures.**\n\n** **\n\n**(a)\nDisclosure controls and procedures**\n\n \n\nUnder\nthe supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted\nan evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under\nthe Exchange Act. Controls and other procedures that are designed to provide reasonable assurance that the information that we are required\nto disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including\nour chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.\n\n \n\nBased on this evaluation,\nour co-chief executive officers and chief financial officer concluded that our disclosure controls and procedures were not effective as\nof December 31, 2025 and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed,\nbecause of the material weakness in our internal control over financial reporting described below.\n\n \n\n**(b)\nManagement’s annual report on internal control over financial reporting**\n\n \n\nThe\nmanagement of the Company is responsible for establishing, maintaining, and assessing the effectiveness of internal control over financial\nreporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, under the supervision of our co-chief executive\nofficers and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting.\nInternal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial\nreporting and the preparation of financial statements for external purposes in accordance with US GAAP. Internal control over financial\nreporting includes policies and procedures that:\n\n \n\n \n●\npertain to the maintenance\nof records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;\n\n \n\n73\n\n \n\n \n●\nprovide reasonable assurance\nthat transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts\nand expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;\nand\n\n \n \n \n\n \n●\nprovide reasonable assurance\nregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could\nhave a material effect on the financial statements.\n\n \n\nBecause\nof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of\nany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,\nor that the degree of compliance with existing policies or procedures may deteriorate.\n\n \n\nA material weakness is a\ndeficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility\nthat a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection\nwith management’s assessment of our internal control over financial reporting described above, management has identified a material\nweakness in our internal control over financial reporting as of December 31, 2025 and 2024 as a result of the accounting and disclosure\nrequirements surrounding the Class A Ordinary Shares issued during the fiscal years.\n\n \n\nThe material weaknesses identified\nrelates to:\n\n \n\n(1)our lack of sufficient financial reporting and accounting\npersonnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address U.S. GAAP technical accounting\nissues and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements\nset forth by the SEC; and\n\n \n\n(2)our lack of formal risk assessment process and internal control\nframework over financial reporting, including lack of a formal group-wide risk assessment process to identify, assess, address or\nmitigate the risks in internal control, and lack of sufficient IT general controls designed and implemented surrounding the key financial\nrelated systems.\n\n \n\nWe have implemented and plan\nto implement the following measures to address the material weaknesses:\n\n \n\n(1)We will recruit staff with knowledge of U.S. GAAP in\nour financial reporting department, and are in the process of and establishing an ongoing program to provide sufficient and appropriate\ntraining for financial reporting and accounting personnel, especially training related to U.S. GAAP and SEC reporting requirement.\nCurrently, we engaged a consulting firm with experience on U.S GAAP and SEC regulations to advise on complex accounting transactions,\nand standardize our financial reporting function.\n\n \n\n(2)We are continuing to (i) set up a system of internal\ncontrol framework with formal documentation of polices in place, appointing independent directors, establishing an audit committee, as\nwell as strengthening corporate governance; (ii) develop a group-wide risk assessment process to allow early detection, prevention\nand resolution of potential risks related to internal control, and (iii) strengthen the supervision and control on the IT functions,\nincluding the enhancement of IT security policies and procedures setup, logical security, data backup and cyber security training.\n\n \n\nHowever, we cannot assure\nyou that we will remediate our material weakness in a timely manner, or at all. See “Item 3. Key Information—D. Risk Factors—Risks\nRelating to Our Class A Ordinary Shares—If we fail to establish and maintain an effective system of internal control over financial\nreporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor\nconfidence and the market price of our Class A Ordinary Shares may be adversely impacted.”\n\n \n\nManagement believes that\nour consolidated financial statements included in this annual report on Form 20-F have been prepared in accordance with generally accepted\naccounting principles. Notwithstanding management’s assessment that our internal control over financial reporting was ineffective\nas of December 31, 2025 due to the material weakness described above, our co-chief executive officers and chief financial officer have\nconcluded that, based on such officer’s knowledge, the financial statements and other financial information included in this annual\nreport on Form 20-F fairly present in all material respects the financial position, results of operations and cash flows of the Company\nas of, and for, the periods presented in this report.\n\n \n\n**(c)\nAttestation report of the registered public accounting firm**\n\n \n\nThis\nannual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal\ncontrol over financial reporting. As an emerging growth company, management’s report is not subject to attestation by our independent\nregistered public accounting firm.\n\n \n\n**(d)\nChanges in Internal Controls over Financial Reporting**\n\n \n\nThere were no changes in\nour internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the year ended December\n31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.\n\n \n\n74"}