{"url_path":"/sec/ocg/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":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1776067/0001213900-26-056688-index.html","accession_number":"0001213900-26-056688","cik":"0001776067","ticker":"OCG","issuer_name":"Oriental Culture Holding LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1776067/0001213900-26-056688-index.html","primary_entity_key":"0001776067","primary_entity_name":"Oriental Culture Holding LTD"},"word_count":1425,"has_tables":true,"body_markdown":"**  **\n\n**ITEM 15. CONTROLS AND PROCEDURES**\n\n** **\n\n**Evaluation of Disclosure Controls and Procedures**\n\n \n\nOur management, with the participation of our chief executive officer\nand chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in\nRule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange\nAct. Based upon that evaluation, our management has concluded that, due to the material weaknesses identified below, as of December 31,\n2025, our disclosure controls and procedures were not effective in ensuring that the information required to be disclosed by us in the\nreports that we file or submit under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified\nin the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under\nthe Exchange Act was accumulated and communicated to our management, including our chief executive officer and chief financial officer,\nto allow timely decisions regarding required disclosure. Notwithstanding the material weaknesses in internal control over financial reporting\ndescribed below, our Chief Executive Officer and Chief Financial Officer, has concluded that our consolidated financial statements included\nin this Annual Report are fairly stated in all material respects.\n\n \n\n**Management’s Annual Report on Internal\nControl Over Financial Reporting**\n\n** **\n\nOur management is responsible for establishing and maintaining adequate\ninternal control over financial reporting, as defined in Rules 13a-15 (f) under the Exchange Act. As required by Section 404 of the\nSarbanes-Oxley Act and related rules as promulgated by the SEC, our management, with the participation of our chief executive officer\nand chief financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, based\non criteria established in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring\nOrganizations of the Treadway Commission (“COSO Framework”). Based on this evaluation, our management has concluded that our\ninternal control over financial reporting was not effective as of December 31, 2025.\n\n** **\n\nBecause of its inherent limitations, internal\ncontrol over 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 compliance\nwith the policies and procedures may deteriorate.\n\n** **\n\n110\n\n \n\n \n\nIn the course of management’s evaluation of the Company’s\ninternal control over financial reporting for the year ended December 31, 2025, we and our independent registered public accounting\nfirm have identified the following material weaknesses in our internal control over financial reporting. As defined in the standards established\nby the U.S. Public Company Accounting Oversight Board (“PCAOB”), a “material weakness” is a deficiency, or combination\nof deficiencies, 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, in accordance with the standards established\nby the PCAOB.\n\n \n\nThe following material weaknesses have been identified\nand included in our management’s assessment:\n\n \n\n1)\nThe\nCompany did not have a risk assessment process and had not formally documented its evaluation\nof the effectiveness of its internal control over financial reporting, including but not\nlimited to controls over revenue, investments and journal entries.\n\n \n\n2)There\nwas a lack of in-house accounting personnel with appropriate knowledge of accounting principles generally accepted in the United States\n(“US GAAP”) and SEC reporting requirements to ensure (a) consistent application of US GAAP in the recording of transactions\nand business activities; and (b) compliance with pertinent reporting and disclosure requirements.\n\n \n\n3)\nThere\nwas a lack of policies and procedures to ensure timely account reconciliation and analysis, review and detection of errors or inaccuracies\nin the consolidated financial statements.\n\n \n\nDue to the foregoing material weaknesses, management\nconcluded that our internal control over financial reporting as of December 31, 2025 was ineffective.\n\n \n\n**Remediation Plan**\n\n \n\nWe have hired external accountants who have extensive experience in\nUS GAAP and SEC reporting to help us in the preparation of our financial reports. To further address the identified material weaknesses\ndescribed above, we expect to implement the following remediation plans:\n\n \n\nI. Key Objectives\n\n \n\n●Develop\na risk assessment process to cover relevant fraud and financial reporting\nrisks; document our key internal control activities for relevant business process and\nestablish a practical test plan to evaluate the design and operating effectiveness of our\nkey control activities\n\n \n\n●Leverage\nperiodic staff training to strengthen our understanding of US GAAP and SEC reporting requirements\nand reduce our dependence on external consultants.\n\n \n\n●Standardize\nand formalize our account review and reconciliation process and procedures to enable timely\ndetection of errors in our accounting and financial reporting process.\n\n \n\nII.\nRemediation Process\n\n \n\n●Complete\nan annual risk assessment using the COSO framework to prioritize our remediation and testing\nefforts.\n\n \n\n●Update\nour process narratives to enable clear identification of key control activities by relevant\nbusiness process.\n\n \n\n●Formalize\nour testing plan to prioritize our testing of key control activities for their design and\noperating effectiveness.\n\n \n\n●Implement\nimmediate staff training to ensure their understanding of the key control activities and\ntheir respective roles and responsibilities.\n\n \n\n●Formalize\nour testing documentation process so that (a) there is proper evidence of testing of key\ncontrols for their design and operating effectiveness; (b) there is proper review and sign-off\nof testing documentation by our Chief Financial Officer (CFO) and (c) such testing documentation\nis properly retained\n\n \n\n●Summarize\nand report the result of our remediation efforts and test results to our auditor and audit\ncommittee.\n\n \n\n111\n\n \n\n* *\n\n●Establish\na new Technical Accounting position and designate a finance staff (in addition to the CFO)\nas the Accounting Responsible Person to (a) monitor and track all FASB/SEC updates; (b) evaluate\nUS GAAP determination and accounting treatment for all new and complex transactions; and\n(c) assist in the review of significant entries and non-recurring transactions; and (d) assist\nin the documentation of the Company’s accounting position on such transactions.\n\n   \n\n ●Refine\nour CFO’s responsibilities to oversee the new Technical Accounting position and monitor\ncompliance with US GAAP and SEC compliance.\n\n   \n\n ●Develop an ongoing staff training plan on US GAAP\nand SEC reporting requirements and engage external subject matter experts to conduct practical\ntraining on all relevant accounting and reporting areas.\n\n \n\n●Formalize\nour US GAAP and SEC compliance process to ensure that management’s accounting position\non all significant, complex and first-time transactions has been properly reviewed and signed\noff by the CFO.\n\n \n\n●Formalize\nour account review and reconciliation process to ensure that all related detailed account\nreconciliation and analyses and timely completed and reviewed and that all related adjustments\nare properly approved and signed off in connection with the preparation of the Company’s\nsemi-annual and annual consolidated financial statements.\n\n \n\nWe believe that the foregoing efforts will\neffectively remediate the material weaknesses and enhance our overall control environment. The implementation of these actions,\nhowever, may not fully address the material weaknesses identified in our internal control over financial reporting, and there is no\nassurance as to when such remediation will be completed. As such, as we continue to evaluate and work to improve our internal\ncontrol over financial reporting, our management may decide to take additional measures to address the material weaknesses or modify\nthe remediation steps described above. Until the material weaknesses are remediated, we plan to continue to perform additional\nanalyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with U.S. GAAP\naccounting standards. However, we cannot assure you that we will remediate our material weakness in a timely manner, or at all. See\n“*Item 3. Key Information—Risk Factors—Risks Related to Our Business—If we fail to establish and maintain\nproper internal financial reporting controls, our ability to produce accurate financial statements or comply with applicable\nregulations could be impaired*.”\n\n** **\n\n112\n\n \n\n \n\n**Attestation Report of the Registered Public\nAccounting Firm**\n\n** **\n\nThe effectiveness of our internal control\nover financial reporting as of December 31, 2025 has been audited by Wei Wei & Co., LLP, our independent registered public\naccounting firm. Wei Wei & Co., LLP has issued an adverse opinion on our internal control over financial reporting, which\nappears on page F-3 of this Annual Report.\n\n** **\n\n**Changes in Internal Control**\n\n** **\n\nOther than as described above, there were no changes\nin our internal controls over financial reporting that occurred 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."}