{"url_path":"/sec/febo/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/1957001/0001493152-26-023280-index.html","accession_number":"0001493152-26-023280","cik":"0001957001","ticker":"FEBO","issuer_name":"Fenbo Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1957001/0001493152-26-023280-index.html","primary_entity_key":"0001957001","primary_entity_name":"Fenbo Holdings Ltd"},"word_count":857,"has_tables":true,"body_markdown":"**Item\n15. Controls and Procedures**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)\nand 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports\nthat the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified\nin the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed\nto ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated\nand communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer\nor officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.\n\n \n\n90\n\n \n\n \n\nAs\nof the end of the period covered by this Annual Report, our Principal Accounting Officer (the “Certifying Officer”), conducted\nan evaluation of our disclosure controls and procedures. Based on this evaluation, the Certifying Officer concluded that our disclosure\ncontrols and procedures were not effective to ensure that material information is recorded, processed, summarized and reported by our\nmanagement on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations\npromulgated thereunder as of December 31, 2025.\n\n \n\n**Management’s\nReport on Internal Control over Financial Reporting**\n\n \n\nManagement\nis responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule\n13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance\nregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance\nwith accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control\nover financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future\nperiods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of\ncompliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, the\nCompany conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December\n31, 2025 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of\nSponsoring Organizations of the Treadway Commission (“COSO”).\n\n \n\nA\nmaterial weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a\nreasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented\nor detected on a timely basis. Based on management’s assessment, the Company determined that there were material weaknesses in\nits internal control over financial reporting as of December 31, 2025. The material weaknesses identified were as follows:\n\n \n\n(i)\nwe have limited controls over information processing;\n\n \n\n(ii)\nwe have inadequate segregation of duties;\n\n \n\n(iii)\nwe do not have sufficient formal written policies and procedures for accounting and financial reporting with respect to the requirements\nand application of both generally accepted accounting principles in the United States of America, or GAAP, and SEC guidelines; and\n\n \n\n(iv)\nwe do not have a qualified CFO, with US GAAP accounting knowledge and significant experience working in U.S. listed companies on financial\nreporting, in place to oversee our financial reporting, and we currently rely on external consultants regarding financial reporting functions.\n\n \n\nAs\na result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective\nas of December 31, 2025.\n\n \n\nTo remedy our identified material\nweakness, we plan to improve our internal control over financial reporting through the following measures, among others:\n\n \n\n(1) develop and implement a comprehensive\nset of processes and internal controls to timely and appropriately (i) identify transactions that may be subject to complex U.S. GAAP\naccounting treatment, (ii) analyze the transactions in accordance with the relevant U.S. GAAP, and (iii) review the accounting technical\nanalysis;\n\n \n\n(2) hire additional accounting\nstaff members with U.S. GAAP and SEC reporting experiences to implement the above-mentioned financial reporting procedures and internal\ncontrols to ensure the financial statements and related disclosures under U.S. GAAP and SEC reporting requirements are prepared appropriately\non a timely basis; and\n\n \n\n(3) establish an ongoing training\nprogram to provide sufficient and appropriate trainings for accounting and financial reporting personnel, including trainings related\nto U.S. GAAP and SEC reporting requirements.\n\n \n\nThis\nAnnual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial\nreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant\nto the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the\nDodd-Frank Wall Street Reform and Consumer Protection Act.\n\n \n\n**Changes\nin Internal Control over Financial Reporting**\n\n \n\nDuring\nthe year ended December 31, 2025, there was no change in the Company’s internal control over financial reporting that has materially\naffected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.\n\n \n\n91"}