{"url_path":"/sec/pom/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/1877971/0001213900-26-056576-index.html","accession_number":"0001213900-26-056576","cik":"0001877971","ticker":"POM","issuer_name":"POMDOCTOR Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1877971/0001213900-26-056576-index.html","primary_entity_key":"0001877971","primary_entity_name":"POMDOCTOR Ltd"},"word_count":1208,"has_tables":true,"body_markdown":"ITEM 15.CONTROLS AND PROCEDURES\n\n \n\nDisclosure\nControls and Procedures\n\n \n\nOur management, with the\nparticipation of our chief executive officer and our chief financial officer, has performed an evaluation of the effectiveness of our\ndisclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this annual\nreport, as required by Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our management has concluded that, due to the\noutstanding material weaknesses in internal control over financial reporting described below, as of December 31, 2025, our disclosure\ncontrols and procedures were not effective in ensuring that the information required to be disclosed by us in the reports that we file\nor submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s\nrules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act\nis accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate,\nto allow timely decisions regarding required disclosure.\n\n \n\nNotwithstanding such material\nweakness, we believe that our consolidated financial statements included in this annual report fairly present our financial position,\nresults of operations and cash flows for the fiscal years covered thereby in all material respects. We have implemented and plan to implement\na number of measures to address and remediate the material weaknesses identified and improve the effectiveness of our disclosure controls\nand procedures, see “Management’s Plan for Remediation of Material Weaknesses.”\n\n \n\n137\n\n \n\n \n\nManagement’s\nAnnual Report on Internal Control over Financial Reporting\n\n \n\nThis annual report does not\ninclude a report of management’s assessment regarding internal control over financial reporting due to a transition period established\nby rules of the Securities and Exchange Commission for newly public companies.\n\n \n\n**Internal Control Over Financial Reporting**\n\n \n\nOur management is responsible\nfor establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under\nthe Securities Exchange Act of 1934). Our internal control over financial reporting is a process designed to provide reasonable assurance\nregarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with\nU.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately\nand fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions\nare recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that receipts and\nexpenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable\nassurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that\ncould have a material effect on the consolidated financial statements.\n\n \n\nBecause of its inherent limitations,\ninternal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness\nof our internal control over financial reporting to future periods are subject to the risks that controls may become inadequate because\nof changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\n \n\nIn connection with the audits\nof our consolidated financial statements included in this annual report, we identified three material weaknesses in our internal control\nover financial reporting as of December 31, 2025. A material weakness is a deficiency, or combination of deficiencies, in internal control\nover financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim\nfinancial statements will not be prevented or detected on a timely basis.\n\n \n\nThe\nmaterial weaknesses identified are our (i) lack of sufficient accounting and financial reporting personnel with requisite knowledge\nand experience in application of U.S. GAAP and SEC rules, (ii) lack of financial reporting policies and procedures that are\ncommensurate with U.S. GAAP and SEC reporting requirements, and (iii) lack of proper control of the Company’s system\nlogical access security and system change management. This has resulted in a number of accounting errors and omissions.\n\n \n\n**Management’s Plan for Remediation of\nMaterial Weaknesses**\n\n** **\n\nWe have implemented and plan\nto continue to implement a number of measures to address these material weaknesses identified, including: (i) hiring additional\naccounting and financial reporting personnel with U.S. GAAP and SEC reporting experience, (ii) hiring a consulting firm with\nU.S. GAAP experience to strengthen our financial reporting function, (iii) expanding the capabilities of existing accounting\nand financial reporting personnel through continuous training and education in the accounting and reporting requirements under U.S. GAAP,\nand SEC rules and regulations, (iv) developing, communicating and implementing an accounting policy manual for our accounting and\nfinancial reporting personnel for recurring transactions and period-end closing processes, (v) establishing controls to identify\nnon-recurring and complex transactions to ensure the accuracy and completeness of our company’s consolidated financial statements\nand related disclosures, and (vi) preparing to put in place more stringent authentication and access control mechanisms, as well\nas to strengthen the authorizing and monitoring of system changes.\n\n \n\nOur management, with\noversight from the audit committee, is continually and actively engaging in efforts towards remediating the identified material\nweaknesses described above. The material weaknesses will not be considered remediated until the applicable remedial controls have\noperated for a sufficient period of time and management has concluded through testing that these controls are operating effectively.\nThe process of designing and implementing an effective financial reporting system is a continuous effort that requires us to\nanticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to\nmaintain a financial reporting system that is adequate to satisfy our reporting obligation. However, we cannot assure you that all\nof these measures will be sufficient to remediate our material weaknesses in time, or at all. See “Item 3. Key\nInformation—3.D. Risk Factors—Risks Related to Our Business and Industry—If we fail to rectify and maintain an\neffective system of internal control over financial reporting, we may be unable to accurately report our financial results, meet our\nreporting obligations or prevent fraud.”\n\n \n\nAs a company with less than\nUS$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act.\nAn emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally\nto public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley\nAct of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.\n\n \n\n**Attestation Report of the Registered Public\nAccounting Firm**\n\n** **\n\nThis annual report on Form\n20-F does not include an attestation report of our independent registered public accounting firm regarding internal control over financial\nreporting due to an exemption for emerging growth companies provided in the JOBS Act.\n\n \n\n**Changes in Internal Control\nover Financial Reporting**\n\n** **\n\nOther than as described above,\nthere were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that\nhave materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.\n\n \n\n138"}