RAASY · Cloopen Group Holding Limited

Cloopen Group Holding Limited, a leading cloud-based communications solutions provider in China, has entered into a definitive merger agreement to be taken private by a consortium led by its founder and CEO, Changxun Sun. The transaction implies an equity value of approximately US$162.89 million and offers a significant premium of 51.23% to the ADS closing price on December 19, 2025, the last trading day before the initial going-private proposal, and a 110.22% premium to the closing price on May 11, 2026. The Buyer Group, which includes existing shareholders such as Trustbridge Partners and Dmall Inc. affiliates, currently holds 28.42% of the outstanding shares but controls 57.25% of the voting power, ensuring strong insider support. The merger is structured as a statutory merger under Cayman Islands law, with Merger Sub merging into the Company, leaving Cloopen as a wholly-owned subsidiary of HoldCo. Shareholders (other than excluded shares and dissenting shares) will receive US$0.4940 per ordinary share or US$2.9641 per ADS in cash. The Special Committee of independent directors, advised by Kroll, LLC and Hogan Lovells, unanimously approved the agreement. Financing is secured via a debt commitment letter from China Minsheng Banking Corp. for up to US$42 million. The transaction is subject to shareholder approval (two-thirds of votes cast) and other customary conditions, with closing expected in the fourth quarter of 2026. Upon completion, Cloopen's ADSs will cease trading on the OTC Pink Market, and the company will become privately held. This going-private transaction provides a clear exit for public shareholders at a substantial premium and aligns with the strategic interests of the founding team and key investors.