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Xiong","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/11240564/","id":11240564,"attorneys":[],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","docket_id":61610783,"name":"Defendant","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2021-12-14T03:26:51.995282-08:00","date_modified":"2021-12-14T03:26:51.995302-08:00","name":"Ching Chiu","extra_info":""}],"entries":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/346919017/","id":346919017,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/353323672/","id":353323672,"tags":[],"absolute_url":"","date_created":"2023-06-20T01:49:57.632015-07:00","date_modified":"2026-04-20T19:22:14.362934-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2023-06-20T01:49:57.624639-07:00","date_modified":"2026-04-20T19:22:14.337623-07:00","date_filed":"2023-05-03","time_filed":null,"entry_number":null,"recap_sequence_number":"2023-05-03.001","pacer_sequence_number":null,"description":"Minute Entry for proceedings held before Magistrate Judge Robert W. Lehrburger: Pre-Settlement Telephone Conference held on 5/3/2023 at 10:00 a.m. (rsh)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/346919016/","id":346919016,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/353323671/","id":353323671,"tags":[],"absolute_url":"/docket/61610783/122/dong-v-cloopen-group-holding-limited/","date_created":"2023-06-20T01:49:57.416696-07:00","date_modified":"2026-04-20T19:22:13.892534-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"122","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2023-06-20T01:49:57.404951-07:00","date_modified":"2026-04-20T19:22:13.860160-07:00","date_filed":"2023-04-17","time_filed":null,"entry_number":122,"recap_sequence_number":"2023-04-17.001","pacer_sequence_number":null,"description":"NOTICE of Hearing: Settlement Conference set for 5/24/2023 at 9:30 AM before Magistrate Judge Robert W. Lehrburger. This conference will be conducted via Microsoft Teams. A link will be emailed to the parties, one week prior to the conference. The parties are instructed to review and adhere to Judge Lehrburger's individual Settlement Conference Procedures. The parties are further instructed to submit their pre-conference submissions, along with their Attendance Acknowledgment Form (available in pdf fillable format as attachment to the Settlement Conference Procedures) no later than May 17, 2023, by 5:00 p.m. (rsh) (Entered: 04/17/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/345812820/","id":345812820,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/352156300/","id":352156300,"tags":[],"absolute_url":"/docket/61610783/135/dong-v-cloopen-group-holding-limited/","date_created":"2023-06-06T13:11:26.542207-07:00","date_modified":"2026-04-20T19:22:14.703660-07:00","sha1":"8f6e86f70dd7988ce3f3abbc9ba2a3dd0fb3794c","page_count":5,"file_size":243617,"filepath_local":"recap/gov.uscourts.nysd.571653/gov.uscourts.nysd.571653.135.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.571653/gov.uscourts.nysd.571653.135.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:21-cv-10610-JGK-RWL Document 135 Filed 06/06/23 Page 1 of 5\n\n\n\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n\nBOYAN DONG, ET AL.,\n Plaintiffs,\n\n - . against - 21-cv-10610 (JGK)\n\nCLOOPEN GROUP HOLDING LIMITED, ET ORDER\nAL . ,\n Defendants .\n\nJOHN G. KOELTL, District Judge:\n\n It having been reported to this Court that the parties have\n\nsettled this action , it is , on this 6th day of June, 2023,\n\nhereby ordered that this matter be discontinued with prejudice\n\nbut without costs ; provided , however , that within 45 days of the\n\ndate of this order , counsel for the plaintiffs may apply by\n\nletter for restoration of the action to the calendar of the\n\nundersigned , in which event the action will be restored .\n\n Any application to reopen must be filed within forty-five\n\n( 45) days of this order ; any application to reopen filed\n\nthereafter may be denied solely on that basis. Further , if the\n\nparties wish for the Court to retain jurisdiction for the\n\npurpose of enforcing any settlement agreement , they must submit\n\nthe settlement agreement to the Court within the same forty -\n\nfive - day period to be so - ordered by the Court . Unless the Court\n\norders otherwise , the Court will not retain jurisdiction to\n\nenforce a settlement agreement unless it is made part of the\n\npublic record .\n\f Case 1:21-cv-10610-JGK-RWL Document 135 Filed 06/06/23 Page 2 of 5\n\n\n\n All pending motions are dismissed as moot . All conferences\n\nare canceled . The Clerk of Court is directed to close this case.\n\nSO ORDERED.\n\nDated : New York, New York\n June 6, 2023\n\n\n John G. Koeltl\n States District Judge\n\n\n\n\n 2\n\f Case 1:21-cv-10610-JGK-RWL Document 135 Filed 06/06/23 Page 3 of 5\n Case 1:21-cv-10610-JGK-RWL Document 134 Filed 06/06/23 Page 1 of 3\n\n\nWILSON Wilson Sonsini Goodrich & Rosati\n Professional Corporation\n\nSONSINI 1301 Avenue of the Americas\n 40th Floor\n New York, New York 10019-6022\n o: 212.999.5800\n F: 212.999.5899\n\n June 6, 2023\n VIACM/ECF\n The Honorable John G. Koeltl\n United States District Judge\n Southern District of New York\n 500 Pearl Street\n New York, New York 10007\n\n Re: Dong v. Cloopen Group Holding Limited et al.,\n No. 1:21-cv-10610-JGK-RWL\n\n Dear Judge Koeltl:\n\n We are counsel for Lead Plaintiff and Defendants in the above-referenced action. We\n write to inform the Court that the parties have reached an agreement-in-principle to jointly settle\n this securities class action and the parallel state court action, Sonny St. John v. Cloopen Group\n Holding Limited et al., Index No. 652617/2021 (N.Y. Sup. Ct., N.Y. Cnty.) (the \"State Action\").\n We also write to inform the Court that the parties plan to seek approval of the joint settlement\n from the court in the parallel State Action, without further burdening this Court.\n\n The parties therefore respectfully request that the Court adjourn all deadlines in this\n action while the parties work to finalize the settlement documentation. The parties hope to be in\n a position to finalize and file the preliminary settlement approval and notice documents in the\n State Action within forty-five (45) days. Unless otherwise directed, the parties will provide this\n Court with status reports regarding the progress of the settlement approval process in the State\n Action every sixty days (60) or sooner as relevant Orders are entered in the State Action.\n\n The parties are available at the Court's convenience if the Court has any questions.\n\n Respectfully submitted,\n\n BERGER MONTAGUE PC WILSON SONSINI GOODRICH & ROSATI\n Professional Corporation\n\n s/ Michael Dell 'Angelo s/ Sheryl Shapiro Bassin\n Michael Dell' Angelo Sheryl Shapiro Bassin\n Andrew D. Abramowitz 1301 Avenue of the Americas, 40th Floor\n 1818 Market Street, Suite 3500 New York, New York 10019\n Philadelphia, Pennsylvania 19103 Telephone: (212) 999-5800\n Telephone: (215) 875-3000 Facsimile: (866) 974-7329\n Email: mdellangelo@bm.net Email: sbassin@wsgr.com\n Email: aabramowitz@bm.net\n\n Counsel for Lead Plaintiff Guozhang Wang\n and the Federal Class\n AUSTIN BEIJ ING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGE LES NEW YORK PALO ALTO\n SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE\n\f Case 1:21-cv-10610-JGK-RWL Document 135 Filed 06/06/23 Page 4 of 5\n Case 1:21-cv-10610-JGK-RWL Document 134 Filed 06/06/23 Page 2 of 3\n\nWILSON\nSONSINI\n\nThe Honorable John G. Koeltl\nJune 6, 2023\nPage 2 of 3\n\nKIRBY McINERNEY LLP Ignacio E. Salceda (admitted pro hac vice)\n 650 Page Mill Road\ns/ Thomas W. Elrod Palo Alto, California 94304\nThomas W. Elrod Telephone: (650) 493-9300\nIra M. Press Facsimile: (866) 974-7329\n250 Park A venue, Suite 820 Email: ISalceda@wsgr.com\nNew York, New York 10177\nTelephone: (212) 3 71-6600 Counsel for Defendants Cloopen Group Holding\nEmail: telrod@kmllp.com Limited, Chang:xun Sun, Yipeng Li, Xiegang\nEmail: ipress@kmllp.com Xiong, and Cheng Luo\n\nCounsel for Lead Plaintiff Guozhang Wang WILLKIE FARR & GALLAGHER LLP\nand the Federal Class\n sl Charles D. Cording\n Todd G. Cosenza\n Charles D. Cording\n 787 Seventh Avenue\n New York, New York 10019\n Telephone: (212) 728-8000\n Facsimile: (212) 728-8111\n Email: ccording@willkie.com\n Email: tcosenza@willkie.com\n\n Counsel for Defendants Goldman Sachs (Asia)\n L.L.C., Citigroup Global Markets Inc., China\n International Capital Corporation Hong Kong\n Securities Limited, Tiger Brokers (NZ) Limited,\n and Futu Inc. (nlk/a Moomoo Financial Inc.)\n\n\n K&L GATES LLP\n\n s/ Joanna A. Diakos\n Joanna A. Diakos\n 599 Lexington Avenue\n New York, New York 10022\n Telephone: (212) 536-3900\n Facsimile: (212) 536-3901\n Email: j oanna.diakoskordalis@klgates.com\n\n Counsel for Defendants Cogency Global Inc.\n and Colleen A. De Vries\n\f Case 1:21-cv-10610-JGK-RWL Document 135 Filed 06/06/23 Page 5 of 5\n Case 1:21-cv-10610-JGK-RWL Document 134 Filed 06/06/23 Page 3 of 3\n\nWILSON\nSONSINI\n\nThe Honorable John G. Koeltl\nJune 6, 2023\nPage 3 of 3\n\n MORRISON & FOERSTER LLP\n\n s/ Haimavathi V. Marlier\n Timothy W. Blakely\n Edinburgh Tower,\n 33/F The Landmark,\n 15 Queen's Road Central\n Hong Kong\n Telephone: +852 2585-0870\n Facsimile: +852 2585-0800\n Email: TB1ake1y@mofo.com\n\n Haimavathi V. Marlier\n 250 West 55th Street\n New York, New York 10019\n Telephone: (212) 468-8000\n Facsimile: (212) 468-7900\n Email: HMarlier@mofo.com\n\n Counsel for Defendants Kui Zhou and\n Qingsheng Zheng\n\ncc: All Counsel of Record (via CM/ECF)\n\f","ocr_status":2,"date_upload":"2023-06-07T02:18:20.247201-07:00","document_number":"135","attachment_number":null,"pacer_doc_id":"127033481165","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order of Discontinuance","acms_document_guid":""}],"date_created":"2023-06-06T13:11:26.530730-07:00","date_modified":"2026-04-20T19:22:14.679074-07:00","date_filed":"2023-06-06","time_filed":"15:22:44","entry_number":135,"recap_sequence_number":"2023-06-06.002","pacer_sequence_number":515,"description":"ORDER: It having been reported to this Court that the parties have settled this action, it is, on this 6th day of June, 2023, hereby ordered that this matter be discontinued with prejudice but without costs; provided, however, that within 45 days of the date of this order, counsel for the plaintiffs may apply by letter for restoration of the action to the calendar of the undersigned, in which event the action will be restored. All pending motions are dismissed as moot. All conferences are canceled. The Clerk of Court is directed to close this case. (Signed by Judge John G. Koeltl on 6/6/2023) (ate) (Entered: 06/06/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/345771051/","id":345771051,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/352113284/","id":352113284,"tags":[],"absolute_url":"/docket/61610783/134/dong-v-cloopen-group-holding-limited/","date_created":"2023-06-06T09:09:18.024357-07:00","date_modified":"2026-06-29T03:01:49.179277-07:00","sha1":"d4ef88bf3039add09c768da577c5ddfc55dd88ad","page_count":3,"file_size":251968,"filepath_local":"recap/gov.uscourts.nysd.571653/gov.uscourts.nysd.571653.134.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.571653/gov.uscourts.nysd.571653.134.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:21-cv-10610-JGK-RWL Document 134 Filed 06/06/23 Page 1 of 3\n\n Wilson Sonsini Goodrich & Rosati\n Professional Corporation\n 1301 Avenue of the Americas\n 40th Floor\n New York, New York 10019-6022\n O: 212.999.5800\n F: 212.999.5899\n\n\n June 6, 2023\nVIA CM/ECF\nThe Honorable John G. Koeltl\nUnited States District Judge\nSouthern District of New York\n500 Pearl Street\nNew York, New York 10007\n\n Re: Dong v. Cloopen Group Holding Limited et al.,\n No. 1:21-cv-10610-JGK-RWL\n\nDear Judge Koeltl:\n\n We are counsel for Lead Plaintiff and Defendants in the above-referenced action. We\nwrite to inform the Court that the parties have reached an agreement-in-principle to jointly settle\nthis securities class action and the parallel state court action, Sonny St. John v. Cloopen Group\nHolding Limited et al., Index No. 652617/2021 (N.Y. Sup. Ct., N.Y. Cnty.) (the \u201cState Action\u201d).\nWe also write to inform the Court that the parties plan to seek approval of the joint settlement\nfrom the court in the parallel State Action, without further burdening this Court.\n\n The parties therefore respectfully request that the Court adjourn all deadlines in this\naction while the parties work to finalize the settlement documentation. The parties hope to be in\na position to finalize and file the preliminary settlement approval and notice documents in the\nState Action within forty-five (45) days. Unless otherwise directed, the parties will provide this\nCourt with status reports regarding the progress of the settlement approval process in the State\nAction every sixty days (60) or sooner as relevant Orders are entered in the State Action.\n\n The parties are available at the Court\u2019s convenience if the Court has any questions.\n\nRespectfully submitted,\n\nBERGER MONTAGUE PC WILSON SONSINI GOODRICH & ROSATI\n Professional Corporation\n\ns/ Michael Dell\u2019Angelo s/ Sheryl Shapiro Bassin\nMichael Dell\u2019Angelo Sheryl Shapiro Bassin\nAndrew D. Abramowitz 1301 Avenue of the Americas, 40th Floor\n1818 Market Street, Suite 3500 New York, New York 10019\nPhiladelphia, Pennsylvania 19103 Telephone: (212) 999-5800\nTelephone: (215) 875-3000 Facsimile: (866) 974-7329\nEmail: mdellangelo@bm.net Email: sbassin@wsgr.com\nEmail: aabramowitz@bm.net\n\nCounsel for Lead Plaintiff Guozhang Wang\nand the Federal Class\n AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO\n SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE\n\f Case 1:21-cv-10610-JGK-RWL Document 134 Filed 06/06/23 Page 2 of 3\n\n\n\nThe Honorable John G. Koeltl\nJune 6, 2023\nPage 2 of 3\n\nKIRBY McINERNEY LLP Ignacio E. Salceda (admitted pro hac vice)\n 650 Page Mill Road\ns/ Thomas W. Elrod Palo Alto, California 94304\nThomas W. Elrod Telephone: (650) 493-9300\nIra M. Press Facsimile: (866) 974-7329\n250 Park Avenue, Suite 820 Email: ISalceda@wsgr.com\nNew York, New York 10177\nTelephone: (212) 371-6600 Counsel for Defendants Cloopen Group Holding\nEmail: telrod@kmllp.com Limited, Changxun Sun, Yipeng Li, Xiegang\nEmail: ipress@kmllp.com Xiong, and Cheng Luo\n\nCounsel for Lead Plaintiff Guozhang Wang WILLKIE FARR & GALLAGHER LLP\nand the Federal Class\n s/ Charles D. Cording\n Todd G. Cosenza\n Charles D. Cording\n 787 Seventh Avenue\n New York, New York 10019\n Telephone: (212) 728-8000\n Facsimile: (212) 728-8111\n Email: ccording@willkie.com\n Email: tcosenza@willkie.com\n\n Counsel for Defendants Goldman Sachs (Asia)\n L.L.C., Citigroup Global Markets Inc., China\n International Capital Corporation Hong Kong\n Securities Limited, Tiger Brokers (NZ) Limited,\n and Futu Inc. (n/k/a Moomoo Financial Inc.)\n\n\n K&L GATES LLP\n\n s/ Joanna A. Diakos\n Joanna A. Diakos\n 599 Lexington Avenue\n New York, New York 10022\n Telephone: (212) 536-3900\n Facsimile: (212) 536-3901\n Email: joanna.diakoskordalis@klgates.com\n\n Counsel for Defendants Cogency Global Inc.\n and Colleen A. De Vries\n\f Case 1:21-cv-10610-JGK-RWL Document 134 Filed 06/06/23 Page 3 of 3\n\n\n\nThe Honorable John G. Koeltl\nJune 6, 2023\nPage 3 of 3\n\n MORRISON & FOERSTER LLP\n\n s/ Haimavathi V. Marlier\n Timothy W. Blakely\n Edinburgh Tower,\n 33/F The Landmark,\n 15 Queen\u2019s Road Central\n Hong Kong\n Telephone: +852 2585-0870\n Facsimile: +852 2585-0800\n Email: TBlakely@mofo.com\n\n Haimavathi V. Marlier\n 250 West 55th Street\n New York, New York 10019\n Telephone: (212) 468-8000\n Facsimile: (212) 468-7900\n Email: HMarlier@mofo.com\n\n Counsel for Defendants Kui Zhou and\n Qingsheng Zheng\n\ncc: All Counsel of Record (via CM/ECF)\n\f","ocr_status":1,"date_upload":"2026-06-29T01:29:22.338001-07:00","document_number":"134","attachment_number":null,"pacer_doc_id":"127033478425","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Letter","acms_document_guid":""}],"date_created":"2023-06-06T09:09:18.014876-07:00","date_modified":"2026-04-20T19:22:14.622824-07:00","date_filed":"2023-06-06","time_filed":"11:52:53","entry_number":134,"recap_sequence_number":"2023-06-06.001","pacer_sequence_number":513,"description":"JOINT LETTER addressed to Judge John G. Koeltl from Sheryl Shapiro Bassin dated June 6, 2023 re: respectfully informing the Court that the parties have reached an agreement-in-principle to jointly settle this securities class action and the parallel state court action. Document filed by Cloopen Group Holding Limited, Yipeng Li, Cheng Luo, Changxun Sun, Xiegang Xiong..(Bassin, Sheryl) (Entered: 06/06/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/331569004/","id":331569004,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/337843846/","id":337843846,"tags":[],"absolute_url":"/docket/61610783/133/dong-v-cloopen-group-holding-limited/","date_created":"2023-05-19T15:07:09.824324-07:00","date_modified":"2026-04-20T19:22:14.591784-07:00","sha1":"a838454ac3ab5bee16feb406774b85a829f85177","page_count":3,"file_size":262082,"filepath_local":"recap/gov.uscourts.nysd.571653/gov.uscourts.nysd.571653.133.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.571653/gov.uscourts.nysd.571653.133.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:21-cv-10610-JGK-RWL Document 133 Filed 05/19/23 Page 1 of 3\n\n Wilson Sonsini Goodrich & Rosati\n Professional Corporation\n 1301 Avenue of the Americas\n 40th Floor\n New York, New York 10019-6022\n O: 212.999.5800\n F: 212.999.5899\n\n\n May 19, 2023\nVIA CM/ECF\n\nThe Honorable Robert W. Lehrburger\nUnited States Magistrate Judge\nSouthern District of New York\n500 Pearl Street\nNew York, New York 10007 \u0018\u0012\u0014\u001c\u0012\u0015\u0013\u0015\u0016\n\n Re: Dong v. Cloopen Group Holding Limited et al.,\n No. 1:21-cv-10610-JGK-RWL\n\nDear Judge Lehrburger:\n\n We are counsel for Lead Plaintiff and Defendants in the above-referenced action. We\nwrite jointly to request that the Court adjourn the settlement conference scheduled for May 24,\n2023. The parties submit that there is good cause for the requested adjournment. The parties\u2019\nRule 26(f) Report and Proposed Case Management Order (ECF No. 116) stated that the parties to\nthis action participated in a mediation session with Robert A. Meyer, Esq., on February 13, 2023,\nand that the parties have continued settlement discussions with the assistance of Mr. Meyer.\nThose discussions continued productively since the parties\u2019 May 3, 2023 telephonic conference\nwith Your Honor. Given the above, the parties request that the May 24, 2023 settlement\nconference be adjourned.\n\n The parties are available at the Court\u2019s convenience if the Court has any questions.\n\nRespectfully submitted,\n\nBERGER MONTAGUE PC WILSON SONSINI GOODRICH & ROSATI\n Professional Corporation\n\ns/ Michael Dell\u2019Angelo s/ Sheryl Shapiro Bassin\nSherrie R. Savett Sheryl Shapiro Bassin\nMichael Dell\u2019Angelo 1301 Avenue of the Americas, 40th Floor\nBarbara Podell New York, New York 10019\nAndrew D. Abramowitz Telephone: (212) 999-5800\n1818 Market Street, Suite 3500 Facsimile: (866) 974-7329\nPhiladelphia, Pennsylvania 19103 Email: sbassin@wsgr.com\nTelephone: (215) 875-3000\nEmail: ssavett@bm.net\nEmail: mdellangelo@bm.net\nEmail: bpodell@bm.net\nEmail: aabramowitz@bm.net\n\n\n\n AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO\n SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE\n\f Case 1:21-cv-10610-JGK-RWL Document 133 Filed 05/19/23 Page 2 of 3\n\n\n\nThe Honorable Robert W. Lehrburger\nMay 19, 2023\nPage 2 of 3\n\nCounsel for Lead Plaintiff Guozhang Wang Ignacio E. Salceda (admitted pro hac vice)\nand the Federal Class 650 Page Mill Road\n Palo Alto, California 94304\nKIRBY McINERNEY LLP Telephone: (650) 493-9300\n Facsimile: (866) 974-7329\n Email: ISalceda@wsgr.com\ns/ Thomas W. Elrod\nThomas W. Elrod Counsel for Defendants Cloopen Group Holding\nIra M. Press Limited, Changxun Sun, Yipeng Li, Xiegang\n250 Park Avenue, Suite 820 Xiong, and Cheng Luo\nNew York, New York 10177\nTelephone: (212) 371-6600 WILLKIE FARR & GALLAGHER LLP\nEmail: telrod@kmllp.com\nEmail: ipress@kmllp.com\n s/ Charles D. Cording\nCounsel for Lead Plaintiff Guozhang Wang Todd G. Cosenza\nand the Federal Class Charles D. Cording\n 787 Seventh Avenue\n New York, New York 10019\n Telephone: (212) 728-8000\n Facsimile: (212) 728-8111\n Email: ccording@willkie.com\n Email: tcosenza@willkie.com\n\n Counsel for Defendants Goldman Sachs (Asia)\n L.L.C., Citigroup Global Markets Inc., China\n International Capital Corporation Hong Kong\n Securities Limited, Tiger Brokers (NZ) Limited,\n and Futu Inc. (n/k/a Moomoo Financial Inc.)\n\n\n K&L GATES LLP\n\n\n s/ Joanna A. Diakos\n Joanna A. Diakos\n 599 Lexington Avenue\n New York, New York 10022\n Telephone: (212) 536-3900\n Facsimile: (212) 536-3901\n Email: joanna.diakoskordalis@klgates.com\n\n Counsel for Defendants Cogency Global Inc.\n and Colleen A. De Vries\n\f Case 1:21-cv-10610-JGK-RWL Document 133 Filed 05/19/23 Page 3 of 3\n\n\n\nThe Honorable Robert W. Lehrburger\nMay 19, 2023\nPage 3 of 3\n\n MORRISON & FOERSTER LLP\n\n\n s/ Haimavathi V. Marlier\n Timothy W. Blakely\n Edinburgh Tower,\n 33/F The Landmark,\n 15 Queen\u2019s Road Central\n Hong Kong\n Telephone: +852 2585-0870\n Facsimile: +852 2585-0800\n Email: TBlakely@mofo.com\n\n Haimavathi V. Marlier\n 250 West 55th Street\n New York, New York 10019\n Telephone: (212) 468-8000\n Facsimile: (212) 468-7900\n Email: HMarlier@mofo.com\n\n Counsel for Defendants Kui Zhou and\n Qingsheng Zheng\n\ncc: All Counsel of Record (via CM/ECF)\n\n\n\n *UDQWHG\u0011\u0003\u00037KH\u0003VHWWOHPHQW\u0003FRQIHUHQFH\u0003VFKHGXOHG\u0003IRU\u00030D\\\u0003\u0015\u0017\u000f\u0003\u0015\u0013\u0015\u0016\u0003LV\u0003DGMRXUQHG\u0003\n VLQH\u0003GLH\u0011\u0003\u00037KH\u0003SDUWLHV\u0003VKDOO\u0003FRQWLQXH\u0003JRRG\u0003IDLWK\u0003HIIRUWV\u0003WR\u0003VHWWOH\u0003ZLWK\u0003WKH\u0003KHOS\u0003RI\u0003\n WKH\u0003 PHGLDWRU\u0011\u0003 6KRXOG\u0003 WKH\u0003 SDUWLHV\u0003 DW\u0003 VRPH\u0003 ODWHU\u0003 SRLQW\u0003 GHVLUH\u0003 WR\u0003 VHHN\u0003 WKH\u0003\n DVVLVWDQFH\u0003RI\u0003WKH\u0003&RXUW\u0003IRU\u0003VHWWOHPHQW\u0003SXUSRVHV\u000f\u0003WKH\\\u0003VKDOO\u0003VR\u0003QRWLI\\\u0003WKH\u0003&RXUW\u0011\n\n\n\n\n \u0018\u0012\u0014\u001c\u0012\u0015\u0013\u0015\u0016\n\f","ocr_status":2,"date_upload":"2023-05-22T01:56:29.362325-07:00","document_number":"133","attachment_number":null,"pacer_doc_id":"127033386843","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order on Motion to Adjourn Conference","acms_document_guid":""}],"date_created":"2023-05-19T15:07:09.815474-07:00","date_modified":"2026-04-20T19:22:14.557434-07:00","date_filed":"2023-05-19","time_filed":"16:10:10","entry_number":133,"recap_sequence_number":"2023-05-19.002","pacer_sequence_number":511,"description":"ORDER granting 132 Letter Motion to Adjourn Conference. Granted. The settlement conference scheduled for May 24, 2023 is adjourned sine die. The parties shall continue good faith efforts to settle with the help of the mediator. Should the parties at some later point desire to seek the assistance of the Court for settlement purposes, they shall so notify the Court. SO ORDERED. (Signed by Magistrate Judge Robert W. Lehrburger on 5/19/2023) (mml) (Entered: 05/19/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/331549345/","id":331549345,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/337823467/","id":337823467,"tags":[],"absolute_url":"/docket/61610783/132/dong-v-cloopen-group-holding-limited/","date_created":"2023-05-19T13:06:52.427842-07:00","date_modified":"2026-04-20T19:22:14.523400-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"132","attachment_number":null,"pacer_doc_id":"127033385533","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Adjourn Conference","acms_document_guid":""}],"date_created":"2023-05-19T13:06:52.419859-07:00","date_modified":"2026-04-20T19:22:14.496714-07:00","date_filed":"2023-05-19","time_filed":"14:37:09","entry_number":132,"recap_sequence_number":"2023-05-19.001","pacer_sequence_number":509,"description":"JOINT LETTER MOTION to Adjourn Conference (settlement conference scheduled for May 24, 2023) addressed to Magistrate Judge Robert W. Lehrburger from Sheryl Shapiro Bassin dated May 19, 2023. Document filed by Cloopen Group Holding Limited, Yipeng Li, Cheng Luo, Changxun Sun, Xiegang Xiong..(Bassin, Sheryl) (Entered: 05/19/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/331382342/","id":331382342,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/337650031/","id":337650031,"tags":[],"absolute_url":"/docket/61610783/130/dong-v-cloopen-group-holding-limited/","date_created":"2023-05-18T09:07:10.015557-07:00","date_modified":"2026-04-20T19:22:14.410691-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"130","attachment_number":null,"pacer_doc_id":"127033376053","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of 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05/18/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/331382083/","id":331382083,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/337649772/","id":337649772,"tags":[],"absolute_url":"/docket/61610783/131/dong-v-cloopen-group-holding-limited/","date_created":"2023-05-18T09:06:56.247600-07:00","date_modified":"2026-04-20T19:22:14.465367-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"131","attachment_number":null,"pacer_doc_id":"127033376933","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of 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05/18/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/306699662/","id":306699662,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/312938404/","id":312938404,"tags":[],"absolute_url":"","date_created":"2023-05-03T09:11:27.993974-07:00","date_modified":"2023-05-03T09:11:27.996179-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Telephone 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and Order","acms_document_guid":""}],"date_created":"2023-04-24T09:09:59.356312-07:00","date_modified":"2026-04-20T19:22:14.289645-07:00","date_filed":"2023-04-21","time_filed":null,"entry_number":129,"recap_sequence_number":"2023-04-21.002","pacer_sequence_number":497,"description":"STIPULATION AND ORDER FOR THE EXCHANGE OF ELECTRONICALLY STORED INFORMATION. IT IS hereby ORDERED that: The Parties will take reasonable and proportionate steps to preserve unique ESI that is within their respective possession, custody, or control and is subject to discovery pursuant to all applicable provisions of law. By preserving or producing information for the purposes of this litigation, the Parties are not conceding that such material is discoverable. A producing Party shall disclose what search terms, if any, it plans to use to narrow the collection(s) to ESI likely to contain discoverable information. If the producing Party does not anticipate using search terms, it shall disclose the methodology used to locate ESI likely to contain discoverable information. The Parties shall meet and confer to attempt to reach agreement on search terms before review and production of documents. The Parties hereby agree that negotiations regarding search terms and other limiters are intended to be a cooperative and iterative process, involving a good faith exchange of information and proposals to facilitate the negotiations. Any search methodology used by a producing Party to search for responsive documents will search any associated attachments and embedded files; and d. Additional Custodians or Data. The Parties reserve the right to request inclusion of additional custodians or non-custodial data sources the relevance of which was discovered via documents or data produced, or testimony given, or for other good cause shown, within a reasonable time of such discovery of relevance to this Action. If the producing Party objects to the inclusion of such sources, the Parties will meet and confer to resolve the matter. If the Parties cannot reach resolution, the requesting Party may ask the Court to resolve the matter. Each Party shall bear its own costs of preservation, collection, review, and production of ESI. The Parties, however, reserve their right to seek burden-shifting or reimbursement for such costs by motion and as further set forth in this Stipulation. (Signed by Magistrate Judge Robert W. Lehrburger on 4/21/23) (yv) (Entered: 04/24/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/286854927/","id":286854927,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/293072253/","id":293072253,"tags":[],"absolute_url":"/docket/61610783/128/dong-v-cloopen-group-holding-limited/","date_created":"2023-04-21T17:09:46.622355-07:00","date_modified":"2026-04-20T19:22:14.257564-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"128","attachment_number":null,"pacer_doc_id":"127033227941","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Proposed Stipulation and Order","acms_document_guid":""}],"date_created":"2023-04-21T17:09:46.614073-07:00","date_modified":"2026-04-20T19:22:14.231102-07:00","date_filed":"2023-04-21","time_filed":"18:14:46","entry_number":128,"recap_sequence_number":"2023-04-21.001","pacer_sequence_number":495,"description":"PROPOSED STIPULATION AND ORDER. Document filed by Guozhang Wang..(Elrod, Thomas) (Entered: 04/21/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/280525947/","id":280525947,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/61610783/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/286735193/","id":286735193,"tags":[],"absolute_url":"/docket/61610783/127/dong-v-cloopen-group-holding-limited/","date_created":"2023-04-17T19:06:15.981053-07:00","date_modified":"2026-06-29T02:23:59.555649-07:00","sha1":"5bee7df063bf5e7d5926c8b04e0fafd0f698bb9a","page_count":46,"file_size":283725,"filepath_local":"recap/gov.uscourts.nysd.571653/gov.uscourts.nysd.571653.127.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.571653/gov.uscourts.nysd.571653.127.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 1 of 46\n\n\n\n\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n\nBOYAN DONG, Individually and On Behalf Case No. 1:21-cv-10610-JGK\nof All Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\nCLOOPEN GROUP HOLDING LIMITED,\nCHANGXUN SUN, YIPENG LI, KUI ZHOU,\nQINGSHENG ZHENG, XIAODONG LIANG,\nZI YANG, MING LIAO, FENG ZHU, LOK\nYAN HUI, JIANHONG ZHOU, CHING\nCHIU, XIEGANG XIONG, CHENG LUO,\nYUNHAO LIU, COGENCY GLOBAL INC.,\nCOLLEEN A. DE VRIES, GOLDMAN\nSACHS (ASIA) L.L.C., CITIGROUP\nGLOBAL MARKETS INC., CHINA\nINTERNATIONAL CAPITAL\nCORPORATION HONG KONG\nSECURITIES LIMITED, TIGER BROKERS\n(NZ) LIMITED, and FUTU INC.,\n\n Defendants.\n\n\n\n\n DEFENDANTS COGENCY GLOBAL INC. AND COLLEEN A. DE VRIES\u2019 ANSWER\n AND DEFENSES TO PLAINTIFF\u2019S AMENDED CLASS ACTION COMPLAINT\n\n\n K&L GATES LLP\n 599 Lexington Avenue\n New York, New York 10022\n Telephone: (212) 536-3900\n\n Attorneys for Defendants Cogency Global Inc.\n and Colleen A. De Vries\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 2 of 46\n\n\n\n\n Defendants Cogency Global Inc. (\u201cCogency\u201d) and Colleen A. De Vries (\u201cDeVries,\u201d and\n\ntogether with Cogency, the \u201cCogency Defendants\u201d), by and through their undersigned counsel,\n\nrespectfully submit this Answer to the Amended Class Action Complaint filed by the Court\n\nappointed Lead Plaintiff Guozhang Wang, dated May 31, 2022 (the \u201cComplaint\u201d). The Cogency\n\nDefendants deny all of the Complaint\u2019s allegations unless expressly admitted herein. To the extent\n\nany headings in the Complaint contain any factual allegations or legal conclusions, the Cogency\n\nDefendants deny those allegations or legal conclusions. The Cogency Defendants answer the\n\nallegations in the Complaint as follows:\n\n 1. The Cogency Defendants deny the allegations contained in Paragraph 1 of the\n\nComplaint, except they admit that the Complaint is styled as a putative securities class action\n\npurportedly brought on behalf of all persons or entities who: (a) purchased the American\n\nDepositary Shares (\u201cADSs\u201d) of Cloopen Group Holding Limited (\u201cCloopen\u201d) pursuant and/or\n\ntraceable to Cloopen\u2019s prospectus and registration statement (collectively, the \u201cRegistration\n\nStatement\u201d) issued in connection with Cloopen\u2019s February 9, 2021 initial public offering (the\n\n\u201cIPO\u201d); and/or (b) purchased or otherwise acquired Cloopen securities between February 9, 2021\n\nand May 10, 2021, inclusive. The Cogency Defendants further admit that the Plaintiff purports to\n\nbring claims under the Securities Act of 1933 (the \u201cSecurities Act\u201d) against all Defendants and\n\nclaims under the Securities Exchange Act of 1934 (the \u201cExchange Act) against Cloopen and its\n\nChairman of the Board of Directors (the \u201cBoard\u201d) and Chief Executive Officer (\u201cCEO\u201d), as well\n\nas Cloopen\u2019s Chief Financial Officer (\u201cCFO\u201d), but deny that such claims have merit.\n\n 2. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 2 of the Complaint, and\n\non that basis deny them.\n\n\n\n 2\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 3 of 46\n\n\n\n\n 3. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 3 of the Complaint, and\n\non that basis deny them, except they admit that Cloopen\u2019s IPO commenced in February 2021 and\n\nthat Cloopen issued approximately 23 million ADSs at an issuance price of $16 per ADS. The\n\nCogency Defendants deny that the Registration Statement contained materially false and\n\nmisleading statements of fact and failed to disclose facts required to be disclosed therein regarding\n\nCloopen\u2019s business, operations and prospects.\n\n 4. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 4 of the Complaint and on\n\nthat basis deny the same. The Cogency Defendants further state that the Registration Statement\n\nspeaks for itself, and therefore the allegations in Paragraph 4 are denied to the extent they attempt\n\nto summarize or characterize the Registration Statement.\n\n 5. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 5 of the Complaint and on\n\nthat basis deny the same.\n\n 6. Paragraph 6 contains legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that the Registration Statement speaks\n\nfor itself, and therefore the allegations in Paragraph 6 are denied to the extent they attempt to\n\nsummarize or characterize the Registration Statement.\n\n 7. Paragraph 7 contains legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that the Registration Statement speaks\n\nfor itself, and therefore the allegations in Paragraph 7 are denied to the extent they attempt to\n\nsummarize or characterize the Registration Statement.\n\n\n\n 3\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 4 of 46\n\n\n\n\n 8. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in the first sentence of Paragraph 8 of\n\nthe Complaint and on that basis deny them. The remainder of Paragraph 8 contains legal\n\nconclusions to which no response is required. To the extent a response is required, the Cogency\n\nDefendants state that the Registration Statement speaks for itself, and therefore the allegations in\n\nParagraph 8 are denied to the extent they attempt to summarize or characterize the Registration\n\nStatement.\n\n 9. Paragraph 9 contains legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that the Registration Statement speaks\n\nfor itself, and therefore the allegations in Paragraph 9 are denied to the extent they attempt to\n\nsummarize or characterize the Registration Statement.\n\n 10. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in the first two sentences of Paragraph\n\n10 of the Complaint and on that basis deny them. The remainder of Paragraph 10 contains legal\n\nconclusions to which no response is required. To the extent a response is required, the Cogency\n\nDefendants state that the Registration Statement speaks for itself, and therefore the allegations of\n\nParagraph 10 are denied to the extent they attempt to summarize or characterize the Registration\n\nStatement.\n\n 11. Paragraph 11 contains legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that the Registration Statement speaks\n\nfor itself, and therefore the allegations of Paragraph 11 are denied to the extent they attempt to\n\nsummarize or characterize the Registration Statement.\n\n\n\n\n 4\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 5 of 46\n\n\n\n\n 12. Paragraph 12 contains legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that the Registration Statement speaks\n\nfor itself, and therefore the allegations of Paragraph 12 are denied to the extent they attempt to\n\nsummarize or characterize the Registration Statement.\n\n 13. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 13 of the Complaint and\n\non that basis deny them, except they admit that Cloopen published its financial results for 4Q 2020\n\nand FY 2020 on March 26, 2021, and refer to Cloopen\u2019s Form 6-K filed with the SEC for the full\n\ncontents thereof.\n\n 14. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 14 of the Complaint and\n\non that basis deny them, except they admit that Cloopen\u2019s ADS price fell from $14.42 per ADS at\n\nclose on March 25, 2021 to $11.75 per ADS at close of March 26, 2021.\n\n 15. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 15 of the Complaint and\n\non that basis deny them.\n\n 16. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 16 of the Complaint and\n\non that basis deny them, except the Cogency Defendants admit that Cloopen\u2019s stock closed at\n\n$8.97 per share on May 12, 2021, and Cloopen filed its FY 2020 Annual Report on Form 20-F\n\nwith the SEC.\n\n 17. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 17 of the Complaint and\n\n\n\n 5\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 6 of 46\n\n\n\n\non that basis deny them, except the Cogency Defendants admit that as of December 10, 2021,\n\nCloopen\u2019s ADSs traded as low as $3.10 per ADS.\n\n 18. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 18 of the Complaint and\n\non that basis deny them.\n\n 19. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 19 of the Complaint and\n\non that basis deny them.\n\n 20. The allegations contained in Paragraph 20 of the Complaint state legal conclusions\n\nfor which no response is required. To the extent a response is required, the Cogency Defendants\n\ndeny them, except they admit that Plaintiff purports to bring claims under Sections 11 and 15 of\n\nthe Securities Act, Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5\n\npromulgated thereunder.\n\n 21. The allegations contained in Paragraph 21 of the Complaint state legal conclusions\n\nregarding the jurisdiction of this Court for which no response is required. To the extent a response\n\nis required, the Cogency Defendants admit that Plaintiff purports to base the Court\u2019s jurisdiction\n\nover this action on the bases stated in Paragraph 21 of the Complaint.\n\n 22. The allegations contained in Paragraph 22 regarding venue state legal conclusions\n\nfor which response is required. To the extent a response is required, the Cogency Defendants admit\n\nthat Plaintiff purports to base venue on the statutes cited in Paragraph 22 of the Complaint.\n\n 23. The allegations contained in Paragraph 23 state legal conclusions for which no\n\nresponse is required. To the extent a response is required, the Cogency Defendants lack knowledge\n\nor information sufficient to form a belief as to the truth of the allegations contained in Paragraph\n\n\n\n 6\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 7 of 46\n\n\n\n\n23 and on that basis deny them. The Cogency Defendants specifically deny that Plaintiff and the\n\npurported class have suffered any damages.\n\n 24. The Cogency Defendants admit the allegations in Paragraph 24 of the Complaint.\n\n 25. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 25 of the Complaint and\n\non that basis deny them, except they admit that Changxun Sun signed the Registration Statement,\n\nand that the Registration Statement referred to Changxun Sun as Cloopen\u2019s Chief Executive\n\nOfficer and Chairman of Cloopen\u2019s Board of Directors.\n\n 26. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 26 of the Complaint and\n\non that basis deny them, except they admit that Yipeng Li signed the Registration Statement, and\n\nthat the Registration Statement referred to Yipeng Li as Cloopen\u2019s Chief Financial Officer and a\n\nmember of Cloopen\u2019s Board of Directors.\n\n 27. The Cogency Defendants admit that Cloopen, Sun and Li are referred to by the\n\nPlaintiff in the Complaint as the \u201cExchange Act Defendants.\u201d\n\n 28. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 28 of the Complaint and\n\non that basis deny them, except they admit that Kui Zhou signed the Registration Statement, and\n\nthat the Registration Statement referred to Kui Zhou as a member of Cloopen\u2019s Board of Directors.\n\n 29. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 29 of the Complaint and\n\non that basis deny them, except they admit that Qingsheng Zheng signed the Registration\n\n\n\n\n 7\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 8 of 46\n\n\n\n\nStatement, and that the Registration Statement referred to Qingsheng Zheng as a member of\n\nCloopen\u2019s Board of Directors.\n\n 30. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 30 of the Complaint and\n\non that basis deny them, except they admit that Xiaodong Liang signed the Registration Statement,\n\nand that the Registration Statement referred to Xiaodong Liang as a member of Cloopen\u2019s Board\n\nof Directors.\n\n 31. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 31 of the Complaint and\n\non that basis deny them, except they admit that Zi Yang signed the Registration Statement, and\n\nthat the Registration Statement referred to Zi Yang as a member of Cloopen\u2019s Board of Directors.\n\n 32. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 32 of the Complaint and\n\non that basis deny them, except they admit that Ming Liao signed the Registration Statement, and\n\nthat the Registration Statement referred to Ming Liao as a member of Cloopen\u2019s Board of\n\nDirectors.\n\n 33. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 33 of the Complaint and\n\non that basis deny them, except they admit that Feng Zhu signed the Registration Statement, and\n\nthat the Registration Statement referred to Feng Zhu as a member of Cloopen\u2019s Board of Directors.\n\n 34. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 34 of the Complaint and\n\non that basis deny them, except they admit that Lok Yan Hui signed the Registration Statement,\n\n\n\n 8\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 9 of 46\n\n\n\n\nand that the Registration Statement referred to Lok Yan Hui as a member of Cloopen\u2019s Board of\n\nDirectors.\n\n 35. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 35 of the Complaint and\n\non that basis deny them, except they admit that Jianhong Zhou signed the Registration Statement,\n\nand that the Registration Statement referred to Jianhong Zhou as a member of Cloopen\u2019s Board of\n\nDirectors.\n\n 36. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 36 of the Complaint and\n\non that basis deny them, except they admit that Ching Chiu signed the Registration Statement, and\n\nthat the Registration Statement referred to Ching Chiu as a member of Cloopen\u2019s Board of\n\nDirectors.\n\n 37. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 37 of the Complaint and\n\non that basis deny them, except they admit that the Registration Statement referred to Xiegang\n\nXiong as having accepted appointment as a member of Cloopen\u2019s Board of Directors upon the\n\nSEC\u2019s declaration of effectiveness of the Registration Statement.\n\n 38. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 38 of the Complaint and\n\non that basis deny them, except they admit that the Registration Statement referred to Cheng Luo\n\nas having accepted appointment as a member of Cloopen\u2019s Board of Directors upon the SEC\u2019s\n\ndeclaration of effectiveness of the Registration Statement.\n\n\n\n\n 9\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 10 of 46\n\n\n\n\n 39. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 39 of the Complaint and\n\non that basis deny them, except they admit that the Registration Statement referred to Yunhao Liu\n\nas having accepted appointment as a member of Cloopen\u2019s Board of Directors upon the SEC\u2019s\n\ndeclaration of effectiveness of the Registration Statement.\n\n 40. The Cogency Defendants deny the allegations in Paragraph 40 except they admit\n\nthat Cogency was Cloopen\u2019s authorized U.S. representative for purposes of the IPO and that Ms.\n\nDe Vries is an employee of Cogency. The Cogency Defendants deny that Ms. DeVries signed the\n\nRegistration Statement on her own behalf and aver that she signed the Registration Statement for\n\nCogency.\n\n 41. The Cogency Defendants admit that the Defendants named in Paragraphs 41 are\n\nreferred to by the Plaintiff in the Complaint as the \u201cSecurities Act Individual Defendants\u201d and that\n\nthey signed the Registration Statement, except for Ms. De Vries who signed for Cogency only.\n\nThe Cogency Defendants deny the remaining allegations in Paragraph 41 of the Complaint as they\n\nrelate to them, and further state that they lack knowledge or information sufficient to form a belief\n\nas to the truth of the allegations contained in Paragraph 41 of the Complaint as they relate to the\n\nother Defendants, and on that basis deny them.\n\n 42. Admit.\n\n 43. Admit.\n\n 44. Admit.\n\n 45. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 45 of the Complaint and\n\non that basis deny them.\n\n\n\n 10\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 11 of 46\n\n\n\n\n 46. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 46 of the Complaint and\n\non that basis deny them.\n\n 47. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 47 of the Complaint and\n\non that basis deny them, except they admit that each of the Defendants listed in Paragraph 47 of\n\nthe Complaint are referred to by the Plaintiff in the Complaint as \u201cUnderwriter Defendants\u201d.\n\n 48. The allegations contained in the first sentence of Paragraph 48 state legal\n\nconclusions for which no response is required. To the extent a response is required, the Cogency\n\nDefendants deny them. The Cogency Defendants state that they lack knowledge or information\n\nsufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 48 of\n\nthe Complaint and on that basis deny them.\n\n 49. The allegations contained in the first sentence of Paragraph 49 state legal\n\nconclusions for which no response is required. To the extent a response is required, the Cogency\n\nDefendants deny them. The Cogency Defendants state that they lack knowledge or information\n\nsufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 49 of\n\nthe Complaint and on that basis deny them, except they admit that the Underwriter Defendants are\n\ninvestment banking houses and that certain of them served as underwriters of the Cloopen IPO and\n\nperformed services and engaged in due diligence in accordance with that role.\n\n 50. To the extent that the allegations contained in Paragraph 50 of the Complaint\n\npurport to characterize information disclosed in Cloopen\u2019s Registration Statement, the\n\nRegistration Statement speaks for itself, and the Cogency Defendants respectfully refer to the\n\nRegistration Statement for the full contents thereof. The remaining allegations in Paragraph 50\n\n\n\n 11\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 12 of 46\n\n\n\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is required, the Cogency Defendants state that they lack knowledge\n\nor information sufficient to form a belief as to the truth of the allegations contained in Paragraph\n\n50 of the Complaint and on that basis deny them.\n\n 51. To the extent that the allegations contained in Paragraph 51 of the Complaint\n\npurport to characterize information disclosed in Cloopen\u2019s Registration Statement, the\n\nRegistration Statement speaks for itself, and the Cogency Defendants respectfully refer to the\n\nRegistration Statement for the full contents thereof. The remaining allegations in Paragraph 51\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is required, the Cogency Defendants state that they lack knowledge\n\nor information sufficient to form a belief as to the truth of the allegations contained in Paragraph\n\n51 of the Complaint and on that basis deny them.\n\n 52. To the extent that the allegations contained in Paragraph 52 of the Complaint\n\npurport to characterize information disclosed in Cloopen\u2019s Registration Statement, the\n\nRegistration Statement speaks for itself, and the Cogency Defendants respectfully refer to the\n\nRegistration Statement for the full contents thereof. The remaining allegations in Paragraph 52\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is required, the Cogency Defendants state that they lack knowledge\n\nor information sufficient to form a belief as to the truth of the allegations contained in Paragraph\n\n52 of the Complaint and on that basis deny them.\n\n 53. To the extent that the allegations contained in Paragraph 53 of the Complaint\n\npurport to characterize information disclosed in Cloopen\u2019s Registration Statement and/or the FY\n\n2020 Annual Report, the documents speak for themselves, and the Cogency Defendants\n\n\n\n 12\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 13 of 46\n\n\n\n\nrespectfully refer to them for the full contents thereof. The remaining allegations in Paragraph 53\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is required, the Cogency Defendants state that they lack knowledge\n\nor information sufficient to form a belief as to the truth of the allegations contained in Paragraph\n\n53 of the Complaint and on that basis deny them.\n\n 54. To the extent that the allegations contained in Paragraph 54 of the Complaint\n\npurport to characterize information disclosed in Cloopen\u2019s Registration Statement, the\n\nRegistration Statement speaks for itself, and the Cogency Defendants respectfully refer to the\n\nRegistration Statement for its full contents thereof. The remaining allegations in Paragraph 54\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is required, the Cogency Defendants state that they lack knowledge\n\nor information sufficient to form a belief as to the truth of the allegations contained in Paragraph\n\n54 of the Complaint and on that basis deny them.\n\n 55. To the extent that the allegations contained in Paragraph 55 of the Complaint\n\npurport to characterize information disclosed in Cloopen\u2019s Registration Statement, the\n\nRegistration Statement speaks for itself, and the Cogency Defendants respectfully refer to the\n\nRegistration Statement for the full contents thereof. The remaining allegations in Paragraph 55\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is required, the Cogency Defendants state that they lack knowledge\n\nor information sufficient to form a belief as to the truth of the allegations contained in Paragraph\n\n55 of the Complaint and on that basis deny them.\n\n 56. To the extent that the allegations contained in Paragraph 56 of the Complaint\n\npurport to characterize information disclosed in Cloopen\u2019s Registration Statement, the\n\n\n\n 13\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 14 of 46\n\n\n\n\nRegistration Statement speaks for itself, and the Cogency Defendants respectfully refer to the\n\nRegistration Statement for the full contents thereof. The remaining allegations in Paragraph 56\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is required, the Cogency Defendants state that they lack knowledge\n\nor information sufficient to form a belief as to the truth of the allegations contained in Paragraph\n\n56 of the Complaint and on that basis deny them.\n\n 57. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 57 of the Complaint and\n\non that basis deny them.\n\n 58. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 58 of the Complaint and\n\non that basis deny them.\n\n 59. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 59 of the Complaint and\n\non that basis deny them.\n\n 60. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 60 of the Complaint and\n\non that basis deny them.\n\n 61. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 61 of the Complaint and\n\non that basis deny them.\n\n\n\n\n 14\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 15 of 46\n\n\n\n\n 62. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 62 of the Complaint and\n\non that basis deny them.\n\n 63. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 63 of the Complaint and\n\non that basis deny them.\n\n 64. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 64 of the Complaint and\n\non that basis deny them, except they admit that on November 13, 2020, Cloopen filed a draft\n\nregistration statement on Form F-1 with the SEC, which is publicly available.\n\n 65. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 65 of the Complaint and\n\non that basis deny them, except they admit that on December 10, 2020, in a letter addressed to\n\nDefendant Sun, the SEC provided comments and that the comments included the quoted language\n\nin Paragraph 65 of the Complaint. The Cogency Defendants respectfully refer to the letter for the\n\nfull contents thereof.\n\n 66. Admit.\n\n 67. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 67 of the Complaint and\n\non that basis deny them, except they admit that on January 19 and 29, 2021, Cloopen filed updated\n\nRegistration Statements with the SEC relating to the IPO.\n\n 68. Admit, and the Cogency Defendants respectfully refer the Court to the Registration\n\nStatement on Form F-1/A for the full contents thereof.\n\n\n\n 15\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 16 of 46\n\n\n\n\n 69. Admit.\n\n 70. Admit.\n\n 71. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 71 of the Complaint and\n\non that basis deny them, except they admit that Cloopen offered and sold 23 million Cloopen ADSs\n\nat $16 per ADS. The Cogency Defendants specifically deny that they offered or sold any Cloopen\n\nADSs to investors.\n\n 72. Paragraph 72 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that the Registration Statement speaks\n\nfor itself, and therefore the allegations in Paragraph 72 are denied to the extent they attempt to\n\nsummarize or characterize the Registration Statement. The Cogency Defendants respectfully refer\n\nthe Court to the Registration Statement for an accurate statement of its contents.\n\n 73. Paragraph 73 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that the Registration Statement speaks\n\nfor itself, and therefore the allegations in Paragraph 73 are denied to the extent they attempt to\n\nsummarize or characterize the Registration Statement.\n\n 74. The Registration Statement referenced in Paragraph 74 speaks for itself. The\n\nCogency Defendants deny the allegations in Paragraph 74 to the extent they attempt to summarize\n\nor characterize the Registration Statement.\n\n 75. The Registration Statement referenced in Paragraph 75 speaks for itself. The\n\nCogency Defendants deny the allegations in Paragraph 75 to the extent they attempt to summarize\n\nor characterize the Registration Statement.\n\n\n\n\n 16\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 17 of 46\n\n\n\n\n 76. The Registration Statement referenced in Paragraph 76 speaks for itself. The\n\nCogency Defendants deny the allegations in Paragraph 76 to the extent they attempt to summarize\n\nor characterize the Registration Statement.\n\n 77. The Registration Statement referenced in Paragraph 77 speaks for itself. The\n\nCogency Defendants deny the allegations in Paragraph 77 to the extent they attempt to summarize\n\nor characterize the Registration Statement.\n\n 78. Paragraph 78 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 78\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations are denied to the extent they\n\nattempt to summarize or characterize the Registration Statement.\n\n 79. Paragraph 79 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 79\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 79 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 80. Paragraph 80 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 80\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\n\n\n\n 17\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 18 of 46\n\n\n\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 80 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 81. Paragraph 81 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 81\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 81 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 82. Paragraph 82 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 82\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 82 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 83. The Cogency Defendants state that the Registration Statement speaks for itself,\n\nand therefore the allegations in Paragraph 83 are denied to the extent they attempt to summarize\n\nor characterize the Registration Statement.\n\n 84. The Cogency Defendants state that the Registration Statement speaks for itself, and\n\ntherefore the allegations in Paragraph 84 are denied to the extent they attempt to summarize or\n\ncharacterize the Registration Statement.\n\n 85. Paragraph 85 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\n\n\n\n 18\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 19 of 46\n\n\n\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 86. The Cogency Defendants state that the Registration Statement speaks for itself, and\n\ntherefore the allegations in Paragraph 86 are denied to the extent they attempt to summarize or\n\ncharacterize the Registration Statement.\n\n 87. Paragraph 87 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 87\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 87 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 88. Paragraph 88 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 88\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 88 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 89. Paragraph 89 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 89\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 89 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n\n\n 19\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 20 of 46\n\n\n\n\n 90. Paragraph 90 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 90\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 90 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 91. Paragraph 91 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 91\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 91 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 92. Paragraph 92 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 92\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 92 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 93. Paragraph 93 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 93\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\n\n\n\n 20\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 21 of 46\n\n\n\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 93 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 94. Paragraph 94 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 94\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 94 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 95. Paragraph 95 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 95\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 95 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 96. Paragraph 96 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 96\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 96 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 97. Paragraph 97 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 97\n\n\n\n 21\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 22 of 46\n\n\n\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 97 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 98. Paragraph 98 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 98\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 98 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 99. Paragraph 99 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 99\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 99 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 100. Paragraph 100 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 100\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 100 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 101. Paragraph 101 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\n\n\n 22\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 23 of 46\n\n\n\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 101\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 101 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 102. Paragraph 102 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 102\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 102 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 103. Paragraph 103 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 103\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 103 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 104. Paragraph 104 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 104\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 104 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n\n\n\n 23\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 24 of 46\n\n\n\n\n 105. The Cogency Defendants state that the Registration Statement speaks for itself, and\n\ntherefore the allegations in Paragraph 105 are denied to the extent they attempt to summarize or\n\ncharacterize the Registration Statement.\n\n 106. Paragraph 106 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 106\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 106 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 107. Paragraph 107 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 107\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 107 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 108. Paragraph 108 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 108\n\nof the Complaint and on that basis deny them.\n\n 109. Paragraph 109 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that Item 303 of SEC Regulation S-K\n\nand any SEC interpretive guidance issued thereunder speaks for itself, and deny such allegations\n\nto the extent they attempt to summarize or characterize the applicable law.\n\n\n\n 24\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 25 of 46\n\n\n\n\n 110. The Cogency Defendants state that the SEC\u2019s 1989 Interpretive Release is a\n\ndocument that speaks for itself, and deny the allegations in Paragraph 110 to the extent they attempt\n\nto summarize or characterize the applicable law.\n\n 111. Paragraph 111 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants deny such allegations.\n\n 112. Paragraph 112 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants deny such allegations.\n\n 113. Paragraph 113 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that Item 105 of SEC Regulation S-K\n\nspeaks for itself, and deny such allegations to the extent they attempt to summarize or characterize\n\nthe applicable law.\n\n 114. Paragraph 114 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations contained in Paragraph 114\n\nof the Complaint and on that basis deny them. The Cogency Defendants further state that the\n\nRegistration Statement speaks for itself, and therefore the allegations in Paragraph 114 are denied\n\nto the extent they attempt to summarize or characterize the Registration Statement.\n\n 115. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 115 of the Complaint and\n\non that basis deny them, except they admit that Cloopen announced its unaudited financial results\n\nfor Q4 and FY2020 on March 26, 2021.\n\n 116. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 116 of the Complaint and\n\n\n\n 25\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 26 of 46\n\n\n\n\non that basis deny them, except they admit that the allegations in Paragraph 116 purport to quote\n\nand/or characterize disclosures contained in Cloopen\u2019s March 26, 2021 Form 6-K and refer to the\n\nForm 6-K for the full contents thereof.\n\n 117. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 117 of the Complaint and\n\non that basis deny them, except they admit that the allegations in Paragraph 117 purport to quote\n\nand/or characterize disclosures contained in Cloopen\u2019s March 26, 2021 Form 6-K and refer to the\n\nForm 6-K for the full contents thereof.\n\n 118. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 118 of the Complaint and\n\non that basis deny them, except they admit that the allegations in Paragraph 118 purport to quote\n\nand/or characterize disclosures contained in Cloopen\u2019s March 26, 2021 Form 6-K and an analyst\n\ncall and refer to the Form 6-K and the transcript of the analyst call for the full contents thereof.\n\n 119. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 119 of the Complaint and\n\non that basis deny them.\n\n 120. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 120 of the Complaint and\n\non that basis deny them, except they admit that the allegations contained in Paragraph 120 purport\n\nto quote and/or characterize disclosures contained in the investor conference call corresponding to\n\nCloopen\u2019s March 26, 2021 Form 6-K and refer to the transcript of the conference call for the full\n\ncontents thereof.\n\n\n\n\n 26\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 27 of 46\n\n\n\n\n 121. Paragraph 121 states legal conclusions to which no response is required. To the\n\nextent a response is required, the Cogency Defendants state that they lack knowledge or\n\ninformation sufficient to form a belief as to the truth of the allegations and on that basis deny them,\n\nexcept they admit that Cloopen\u2019s share price declined from $14.42 per ADS on March 25, 2021 to\n\nclose at $11.75 per ADS on March 26, 2021.\n\n 122. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 122 of the Complaint and\n\non that basis deny them, except they admit that Cloopen filed its FY2020 Annual Report on a Form\n\n20-F with the SEC on May 10, 2021. The Cogency Defendants further state that the Annual Report\n\nspeaks for itself and therefore the allegations in Paragraph 122 are denied to the extent they attempt\n\nto summarize or characterize the Annual Report.\n\n 123. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 123 of the Complaint and\n\non that basis deny them. The Cogency Defendants further states that Cloopen\u2019s FY2020 Annual\n\nReport speaks for itself, and therefore the allegations in Paragraph 123 are denied to the extent\n\nthey attempt to summarize or characterize the FY2020 Annual Report.\n\n 124. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 124 of the Complaint and\n\non that basis deny them, except they admit that the price of Cloopen\u2019s ADSs decreased from $9.89\n\nper ADS at close of May 11, 2021 to $8.97 per ADS at close of May 12, 2021.\n\n 125. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 125 of the Complaint and\n\non that basis deny them, except they admit that on May 3, 2022 Cloopen announced that it had\n\n\n\n 27\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 28 of 46\n\n\n\n\nformed an independent special committee and refer to that announcement for the full contents\n\nthereof.\n\n 126. The Cogency Defendants state that they lack knowledge or information sufficient\n\nto form a belief as to the truth of the allegations contained in Paragraph 126 of the Complaint and\n\non that basis deny them, except they admit that on May 18, 2022 Cloopen announced that\n\nDefendants Chiu and Liu resigned from the Company\u2019s Board of Directors and that on May 20,\n\n2022 Cloopen announced that it had received a letter from the NYSE and refer to the\n\nannouncements for the full contents thereof.\n\n 127. The Cogency Defendants deny the allegations contained in Paragraph 127, but\n\nadmit that Plaintiff has styled the Complaint as a purported class action on behalf of a class\n\nconsisting of all persons who: (a) purchased or otherwise acquired Cloopen ADSs pursuant and/or\n\ntraceable to the Registration Statement; and/or (b) purchased or otherwise acquired Cloopen\n\nsecurities between the Class Period and who were purportedly damaged thereby. The Cogency\n\nDefendants further admit that the purported Class excludes Defendants, Cloopen\u2019s officers and\n\ndirectors, members of their immediate family and their legal representatives, heirs, successors or\n\nassigns, and any entity in which Defendants have or had a controlling interest.\n\n 128. The allegations in Paragraph 128 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem, except they admit that Cloopen\u2019s shares were traded on the NYSE and that 23 million ADSs\n\nwere offered in the IPO.\n\n 129. The allegations in Paragraph 129 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\n\n\n 28\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 29 of 46\n\n\n\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 130. The allegations in Paragraph 130 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 131. The allegations in Paragraph 131 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 132. The allegations in Paragraph 132 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 133. The allegations in Paragraph 133 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 134. The allegations in Paragraph 134 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n\n\n\n 29\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 30 of 46\n\n\n\n\n 135. The allegations in Paragraph 135 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 136. The allegations in Paragraph 136 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 137. The allegations in Paragraph 137 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n 138. The allegations in Paragraph 138 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants lack knowledge or\n\ninformation sufficient to form a belief as to the truth of such allegations and on that basis deny\n\nthem.\n\n COUNT I\n\n 139. In response to the allegations contained in Paragraph 139, the Cogency Defendants\n\nrepeat each of the above responses as though fully set forth here.\n\n 140. The Cogency Defendants admit that Plaintiff purports to bring this cause of action\n\npursuant to \u00a7 11 of the Securities Act.\n\n 141. The allegations in Paragraph 141 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants deny the same.\n\n\n\n 30\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 31 of 46\n\n\n\n\n 142. The Cogency Defendants admit that Cloopen was the registrant and issuer of the\n\nADSs at issue. The remaining allegations of Paragraph 142 state legal conclusions to which no\n\nresponse is required. To the extent a response is required, the Cogency Defendants deny the same.\n\n 143. The Cogency Defendants admit that other than Ms. De Vries, the Securities Act\n\nDefendants either signed the Registration Statement or were named in the Registration Statement\n\nas a director of Cloopen at the time of filing or were to become a director upon the effectiveness\n\nof the Registration Statement. The remaining allegations of Paragraph 143 state legal conclusions\n\nto which no response is required. To the extent a response is required, the Cogency Defendants\n\ndeny the same.\n\n 144. The allegations in Paragraph 144 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants deny the same, except they\n\nadmit that Cogency signed the Registration Statement through its employee Ms. De Vries and that\n\nMs. De Vries is an employee of Cogency.\n\n 145. The allegations in Paragraph 145 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants deny the same.\n\n 146. The allegations in Paragraph 146 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants deny the same.\n\n 147. The allegations in Paragraph 147 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants deny the same.\n\n 148. The allegations in Paragraph 148 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants state that they lack\n\nknowledge or information sufficient to form a belief as to the truth of the allegations contained in\n\nParagraph 148 and on that basis deny them.\n\n\n\n 31\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 32 of 46\n\n\n\n\n 149. The allegations in Paragraph 149 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants state that they lack\n\nknowledge or information sufficient to form a belief as to the truth of the allegations contained in\n\nParagraph 149 and on that basis deny them.\n\n 150. The allegations in Paragraph 150 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants state that they lack\n\nknowledge or information sufficient to form a belief as to the truth of the allegations contained in\n\nParagraph 150 and on that basis deny them.\n\n 151. The allegations in Paragraph 151 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants state that they lack\n\nknowledge or information sufficient to form a belief as to the truth of the allegations contained in\n\nParagraph 151 and on that basis deny them.\n\n 152. The allegations in Paragraph 152 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants deny the same.\n\n COUNT II\n\n 153. In response to the allegations contained in Paragraph 153, the Cogency Defendants\n\nrepeat each of the above responses as though fully set forth here.\n\n 154. The Cogency Defendants admit that Plaintiff purports to bring this action under \u00a7\n\n15 of the Securities Act against the named defendants.\n\n 155. The allegations in Paragraph 155 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants state that they lack\n\nknowledge or information sufficient to form a belief as to the truth of the allegations contained in\n\n\n\n\n 32\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 33 of 46\n\n\n\n\nParagraph 155 as they relate to other Defendants, and on that basis deny them. The Cogency\n\nDefendants otherwise deny the allegations in Paragraph 155.\n\n 156. The allegations in Paragraph 156 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants state that they lack\n\nknowledge or information sufficient to form a belief as to the truth of the allegations contained in\n\nParagraph 156 as they relate to other Defendants, and on that basis deny them.\n\n 157. The allegations in Paragraph 157 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants deny such allegations,\n\nexcept they admit Ms. De Vries is an employee of Cogency Global which served as the authorized\n\nU.S. representative for Cloopen with respect to the IPO.\n\n 158. The allegations in Paragraph 158 state legal conclusions to which no response is\n\nrequired. To the extent a response is required, the Cogency Defendants state that they lack\n\nknowledge or information sufficient to form a belief as to the truth of the allegations contained in\n\nParagraph 158 as they relate to other Defendants, and on that basis deny them. The Cogency\n\nDefendants otherwise deny the allegations in Paragraph 158.\n\n COUNT III\n\n 159. In response to the allegations contained in Paragraph 159, the Cogency Defendants\n\nrepeat each of the above responses as if fully set forth herein.\n\n 160. In answer to the allegations of Paragraph 160 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n\n\n\n 33\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 34 of 46\n\n\n\n\n 161. In answer to the allegations of Paragraph 161 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 162. In answer to the allegations of Paragraph 162 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 163. In answer to the allegations of Paragraph 163 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 164. In answer to the allegations of Paragraph 164 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 165. In answer to the allegations of Paragraph 165 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 166. In answer to the allegations of Paragraph 166 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 167. In answer to the allegations of Paragraph 167 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n\n\n\n 34\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 35 of 46\n\n\n\n\n 168. In answer to the allegations of Paragraph 168 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 169. In answer to the allegations of Paragraph 169 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 170. In answer to the allegations of Paragraph 170 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 171. In answer to the allegations of Paragraph 171 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 172. In answer to the allegations of Paragraph 172 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 173. In answer to the allegations of Paragraph 173 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 174. In answer to the allegations of Paragraph 174 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n\n\n\n 35\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 36 of 46\n\n\n\n\n 175. In answer to the allegations of Paragraph 175 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 176. In answer to the allegations of Paragraph 176 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 177. In answer to the allegations of Paragraph 177 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 178. In answer to the allegations of Paragraph 178 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 179. In answer to the allegations of Paragraph 179 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 180. In answer to the allegations of Paragraph 180 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 181. In answer to the allegations of Paragraph 181 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n\n\n\n 36\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 37 of 46\n\n\n\n\n 182. In answer to the allegations of Paragraph 182 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 183. In answer to the allegations of Paragraph 183 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 184. In answer to the allegations of Paragraph 184 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 185. In answer to the allegations of Paragraph 185 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 186. In answer to the allegations of Paragraph 186 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 187. In answer to the allegations of Paragraph 187 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 188. In answer to the allegations of Paragraph 188 of the Complaint, the Cogency\n\nDefendants state that Count III of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n\n\n\n 37\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 38 of 46\n\n\n\n\n COUNT IV\n\n 189. In response to the allegations contained in Paragraph 189, the Cogency Defendants\n\nrepeat each of the above responses as if fully set forth herein.\n\n 190. In answer to the allegations of Paragraph 190 of the Complaint, the Cogency\n\nDefendants state that Count IV of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 191. In answer to the allegations of Paragraph 191 of the Complaint, the Cogency\n\nDefendants state that Count IV of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 192. In answer to the allegations of Paragraph 192 of the Complaint, the Cogency\n\nDefendants state that Count IV of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 193. In answer to the allegations of Paragraph 193 of the Complaint, the Cogency\n\nDefendants state that Count IV of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 194. In answer to the allegations of Paragraph 194 of the Complaint, the Cogency\n\nDefendants state that Count IV of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n 195. In answer to the allegations of Paragraph 195 of the Complaint, the Cogency\n\nDefendants state that Count IV of the Complaint, of which this paragraph is a part, is not asserted\n\nagainst them and therefore no response is required.\n\n\n\n\n 38\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 39 of 46\n\n\n\n\n ANSWER TO PRAYER FOR RELIEF\n\n The \u201cWherefore\u201d clause (and the subparagraphs that follow) does not allege any facts and\n\ntherefore no response is required. The Cogency Defendants deny that Plaintiff is entitled to relief\n\nin this action and respectfully requests that the Court dismiss the claim against the Cogency\n\nDefendants with prejudice and order such further relief as the Court deems just and proper. To the\n\nextent any further response is required, the Cogency Defendants deny the allegations contained in\n\nthe \u201cWherefore\u201d clause and the subparagraphs that follow. The Cogency Defendants further deny\n\nthat this action is appropriate for class action treatment.\n\n ANSWER TO JURY TRIAL DEMAND\n\n The Cogency Defendants deny the allegations offered in support of Plaintiff\u2019s demand for\n\na jury trial and reserve the right to challenge this demand.\n\n AFFIRMATIVE AND OTHER DEFENSES\n\n Without assuming the burden of proof on any matters where that burden rests on Plaintiff,\n\nthe Cogency Defendants assert the following affirmative and other defenses with respect to the\n\nclaims Plaintiff purports to assert in the Complaint. The Cogency Defendants reserve their right\n\nto raise any additional defenses, cross-claims, and third party-claims not asserted herein of which\n\nthey may become aware through discovery or other investigation as may be appropriate at a later\n\ntime.\n\n\n\n\n 39\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 40 of 46\n\n\n\n\n FIRST DEFENSE\n\n The Complaint fails to state any cause of action against the Cogency Defendants upon\n\nwhich relief can be granted.\n\n SECOND DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nat all relevant times Defendants had no duty to disclose the allegedly omitted information.\n\n THIRD DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe Registration Statement at issue in the Complaint did not contain any false or misleading\n\nstatements or omissions of material fact.\n\n FOURTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe facts that Plaintiff alleges were misstated or omitted from the Registration Statement at issue\n\nin the Complaint were not material to the investment decisions of a reasonable investor and/or\n\nPlaintiff.\n\n FIFTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe Registration Statement at issue in the Complaint bespoke caution about the risks of investing\n\nin the securities issued.\n\n SIXTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe alleged misrepresentations or omissions were forward-looking statements and/or contained\n\nsufficient cautionary language and risk disclosure.\n\n\n\n 40\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 41 of 46\n\n\n\n\n SEVENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\ncertain of the facts that Plaintiff alleges were misstated or omitted from the Registration Statement\n\nat issue in the Complaint were non-actionable statements of opinion that Plaintiff has not alleged,\n\nand cannot prove, were not truly held when made.\n\n EIGHTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe information that Plaintiff alleges to have been omitted or misrepresented was known to Plaintiff\n\nand/or was publicly available and/or widely known to the market and to the investing community\n\nand was at all times reflected in the price of Cloopen\u2019s securities.\n\n NINTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, by the\n\ndoctrines of contributory negligence, comparative negligence, and/or assumption of risk because\n\nPlaintiff and the putative class knew, or in the exercise of reasonable case should have known, the\n\nrisks inherent in investing in the securities at issue, and they assumed the risk of a decline in the\n\nvalue of their investments.\n\n TENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe Cogency Defendants were not the actual or proximate cause of any injury to Plaintiff or the\n\nputative class.\n\n ELEVENTH DEFENSE\n\n\n\n\n 41\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 42 of 46\n\n\n\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthere are intervening and superseding causes of alleged harm, if any, suffered by Plaintiff and/or\n\nthe putative class.\n\n TWELFTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nPlaintiff\u2019s and the putative class\u2019s damages, if any, are speculative and thus are not recoverable.\n\n THIRTEENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nPlaintiff and the putative class seek damages that exceed those permitted under federal securities\n\nlaws and other applicable laws.\n\n FOURTEENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthey are \u201cwithout merit\u201d within the meaning of the last sentence of Section 11(e) of the Securities\n\nAct.\n\n FIFTEENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nto the extent it is or may be determined that any person is alleged to have been acting as an agent\n\nfor Defendants in violation of the Securities Act or any rules of the SEC, with respect to any of the\n\nalleged conduct on which the Complaint is based, those actions cannot be imputed to the Cogency\n\nDefendants.\n\n SIXTEENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because,\n\nupon information and belief, Plaintiff and the putative class lack standing.\n\n\n\n 42\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 43 of 46\n\n\n\n\n SEVENTEENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because,\n\nupon information and belief, Plaintiff and the putative class did not acquire their ADSs pursuant\n\nand/or traceable to the Registration Statement at issue.\n\n EIGHTEENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe Cogency Defendants at all times acted with proper justification and in a reasonable and\n\nappropriate manner; in good faith; for a fair, honest and lawful reason; and in compliance with\n\nlegal requirements, including the Securities Act of 1933, and all applicable rules and regulations\n\npromulgated thereunder. The Cogency Defendants did not know, and could not have known, that\n\nthe Registration Statement at issue in the Complaint contained any material misstatements or\n\nomissions. The Cogency Defendants acted in good faith and did not directly or indirectly induce\n\nany acts constituting the alleged violations or causes of action.\n\n NINETEENTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nPlaintiff is not entitled to any recovery from the Cogency Defendants because, at the time Plaintiff\n\nand the putative class acquired Cloopen\u2019s ADSs, Plaintiff and the putative class knew or should\n\nhave known of any alleged untrue statement of material fact in the Registration Statement or of\n\nany omission of a material fact required to be stated therein or necessary to make the statements\n\ntherein not misleading.\n\n TWENTIETH DEFENSE\n\n\n\n\n 43\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 44 of 46\n\n\n\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe putative class period is overbroad and, therefore, many of the putative class members are not\n\nentitled to any recovery.\n\n TWENTY-FIRST DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because,\n\nupon information and belief, Plaintiff and the putative class have no damages compensable under\n\nSection 11 of the Securities Act.\n\n TWENTY-SECOND DEFENSE\n\n Plaintiff\u2019s claims against Cogency are barred in whole or in part because the Cogency\n\nDefendants had no knowledge of or reasonable grounds to believe in the existence of the facts by\n\nreason of which the liability of the controlled person is alleged to exist and, to the extent that lack\n\nof culpable participation is an element of any defense, did not culpably participate in any violation\n\nof the Securities Act.\n\n TWENTY-THIRD DEFENSE\n\n Plaintiff is barred from recovering for his injury or damage, if any, because, upon\n\ninformation and belief, he has failed to make reasonable efforts to mitigate such injury or damage,\n\nwhich would have prevented his injury or damage, if any.\n\n TWENTY-FOURTH DEFENSE\n\n The recovery of damages allegedly incurred by Plaintiff, if any, is subject to offset in the\n\namount of any benefits, including the amount of any tax benefits, actually received by Plaintiff.\n\n TWENTY-FIFTH DEFENSE\n\n The Cogency Defendants deny that Plaintiff is entitled to recovery of attorneys\u2019 fees,\n\naccountants\u2019 fees, experts\u2019 fees, or other costs and disbursements.\n\n\n\n 44\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 45 of 46\n\n\n\n\n TWENTY-SIXTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, to the\n\nextent that Plaintiff\u2019s claims are not properly maintainable as class action claims.\n\n TWENTY-SEVENTH DEFENSE\n\n Plaintiff\u2019s claim against Ms. De Vries is barred because she did not sign the Registration\n\nStatement on her own behalf but on behalf of Cogency.\n\n TWENTY-EIGHTH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, by the\n\nequitable doctrines of laches, waiver, estoppel, unjust enrichment, unclean hands, and/or other\n\nequitable doctrines.\n\n TWENTY-NINTH DEFENSE\n\n The Cogency Defendants are entitled to recover contribution and/or indemnity from others\n\nfor any liability they incur as a result of any of the alleged misrepresentations, omissions, and\n\nconduct alleged in the Complaint.\n\n THIRTIETH DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nof the contractual and/or administrative nature of the role that the Cogency Defendants performed.\n\n THIRTY-FIRST DEFENSE\n\n Plaintiff\u2019s claims against the Cogency Defendants are barred, in whole or in part, because\n\nthe Cogency Defendants received de minimis compensation in exchange for serving as Cloopen\u2019s\n\nduly authorized representative under Section 6(a) of the Securities Act.\n\n THIRTY-SECOND DEFENSE\n\n\n\n\n 45\n\f Case 1:21-cv-10610-JGK-RWL Document 127 Filed 04/17/23 Page 46 of 46\n\n\n\n\n Any recovery of damages allegedly incurred by Plaintiff or members of the putative class\n\nis barred, in whole or in part, by the damages limitations in Section 11(g) of the Securities Act.\n\n THIRTY-THIRD DEFENSE\n\n Any alleged depreciation in the price of the ADSs resulted from intervening or independent\n\ncauses unrelated to any act or omission on the part of the Cogency Defendants.\n\n THIRTY-FOURTH DEFENSE\n\n The Cogency Defendants adopt and incorporate by reference herein any applicable\n\naffirmative or other defenses asserted or to be asserted by any of the other defendants to the extent\n\nthat the Cogency Defendants may share in such a defense.\n\n WHEREFORE, the Cogency Defendants respectfully request that the Complaint be\n\ndismissed with prejudice and that the Court award the Cogency Defendants their costs and\n\nattorneys\u2019 fees and any other relief deemed just and proper.\n\n\n\n Dated: April 17, 2023 Respectfully submitted,\n\n K&L GATES LLP\n\n By: /s/ Joanna A. Diakos a\n Joanna A. Diakos, Esq.\n K&L Gates LLP\n 599 Lexington Avenue\n New York, New York 10022\n Tel.: (212) 536-3900\n Fax: (212) 536-3901\n Email:joanna.diakoskordalis@klgates.com\n\n\n\n Attorneys for Defendant Cogency Global Inc.\n and Colleen A. De Vries\n\n\n\n\n 46\n\f","ocr_status":2,"date_upload":"2026-06-29T01:29:25.407382-07:00","document_number":"127","attachment_number":null,"pacer_doc_id":"127033195766","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Answer to Amended Complaint","acms_document_guid":""}],"date_created":"2023-04-17T19:06:15.970754-07:00","date_modified":"2026-04-20T19:22:14.135413-07:00","date_filed":"2023-04-17","time_filed":"21:28:45","entry_number":127,"recap_sequence_number":"2023-04-17.006","pacer_sequence_number":493,"description":"ANSWER to 84 Amended Complaint,,. Document filed by Cogency Global Inc., Colleen A. 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Cosenza\nCharles D. Cording\n787 Seventh Avenue\nNew York, NY 10019\nTelephone: (212) 728-8677\nEmail: tcosenza@willkie.com\n ccording@willkie.com\n\nAttorneys for the Underwriter Defendants\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 2 of 48\n\n\n Defendants Goldman Sachs (Asia) L.L.C. (\u201cGoldman Sachs\u201d), Citigroup Global Markets\n\nInc. (\u201cCiti\u201d), China International Capital Corporation Hong Kong Securities Limited (\u201cCICC\u201d),\n\nTiger Brokers (NZ) Limited (\u201cTiger Brokers\u201d), and Futu, Inc. (n/k/a Moomoo Financial Inc.)\n\n(\u201cFutu\u201d) (collectively, the \u201cUnderwriter Defendants\u201d), by and through their undersigned counsel,\n\nrespectfully submit the following Answer in response to the Amended Complaint, filed by Brian\n\nDong, dated May 31, 2022 (the \u201cAmended Complaint\u201d). 1 To the extent that the Paragraphs in the\n\nAmended Complaint are grouped under headings and subheadings, the Underwriter Defendants\n\nrespond generally that the headings and subheadings do not constitute factual averments. To the\n\nextent that a response is deemed necessary, the Underwriter Defendants deny each and every\n\nheading and subheading in the Amended Complaint. Further, except as explicitly admitted herein,\n\nthe Underwriter Defendants deny each and every allegation of the Amended Complaint.\n\nI. NATURE OF THE ACTION\n\n 1. The allegations in Paragraph 1 of the Amended Complaint contain Plaintiff\u2019s\n\ndefined terms, characterizations and/or legal conclusions as to which no response is required. To\n\nthe extent that the allegations are construed to require a response, the Underwriter Defendants deny\n\nthem, except admit that Plaintiff purports to bring this action as a class action on behalf of persons\n\nwho purchased, or otherwise acquired, Cloopen American Depositary Shares (\u201cADSs\u201d) pursuant\n\nor traceable to the Registration Statement issued in connection with Cloopen\u2019s February 9, 2021\n\nIPO.\n\n 2. The Underwriter Defendants deny the allegations in Paragraph 2 of the Amended\n\nComplaint except admit that, as of the IPO, Defendant Cloopen was the largest multi-capability\n\ncloud-based communications solutions provider in China, and the only provider in China that\n\noffered a full suite of cloud-based communications solutions covering communications platform\n\n\n1 All capitalized terms not otherwise defined in this Answer have the same definitions as in the\n\nAmended Complaint.\n -2-\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 3 of 48\n\n\nas a service, or CPaaS, cloud-based contact centers, or cloud-based CC, and cloud-based unified\n\ncommunications and collaborations, or cloud-based UC&C.\n\n 3. The Underwriter Defendants deny the allegations in Paragraph 3 of the Amended\n\nComplaint, except admit that in February 2021, Defendant Cloopen commenced its IPO and issued\n\n23 million ADSs at $16.00 per share. The Underwriter Defendants further state that the allegations\n\nin Paragraph 3 purport to characterize statements made by Defendant Cloopen and respectfully\n\nrefer the Court to the Registration Statement for a true, correct and complete statement of its\n\ncontents.\n\n 4. The allegations in Paragraph 4 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them, except\n\nadmit that Defendant Cloopen reported a net loss of $46.8 million for the fourth quarter of 2022,\n\nwhich represented a 466.9% increase year-over-year. The Underwriter Defendants further admit\n\nthat the fair value of the Series F preferred shares underlying the Series F warrant was not disclosed\n\nin the Offering Documents, but the Offering Documents described that warrant liabilities are\n\n\u201csubject to remeasurement at each reporting period . . . utilizing the binominal option pricing\n\nmodel, with changes in estimated fair value included in the change in fair value of warrant\n\nliabilities on the consolidated statement of comprehensive loss.\u201d The Underwriter Defendants\n\ndeny that Defendant Cloopen had any obligation to report the fair value of the Series F Redeemable\n\nConvertible Preferred Shares underlying the Series F warrants in the Registration Statement\n\nbecause, inter alia: (i) the Series F warrants were issued in Q4 2020 and exercised in Q1 2021,\n\nand (ii) the Registration Statement was expressly and properly limited to Q3 2020 financials\n\nbecause Q4 financials had not been released or reported at the time of the IPO. Except as expressly\n\n\n\n\n -3-\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 4 of 48\n\n\nadmitted herein, the Underwriter Defendants deny each and every remaining allegation in\n\nParagraph 4.\n\n 5. The Underwriter Defendants deny the allegations in Paragraph 5 of the Amended\n\nComplaint, except admit that Cloopen filed a Form 6-K with the SEC on March 26, 2021\n\nannouncing its unaudited financial results for the fourth quarter and fiscal year (\u201cFY\u201d) 2020 (the\n\n\u201cMarch 26, 2021 Form 6-K\u201d or \u201cForm 6-K\u201d) and that the March 26, 2021 Form 6-K disclosed the\n\nfair value of the Series F Warrant.\n\n 6. The Underwriter Defendants deny the allegations in Paragraph 6 of the Amended\n\nComplaint.\n\n 7. The Underwriter Defendants deny the allegations in Paragraph 7 of the Amended\n\nComplaint.\n\n 8. The Underwriter Defendants admit that the Registration Statement and/or FY2020\n\nAnnual Report disclosed that Defendant Cloopen\u2019s dollar-based net customer retention rate for\n\nsolutions that the Company offers on a recurring basis for FY 2019, the first nine months of FY\n\n2020 ended September 30, 2020, and FY 2020 were 102.7%, 94.7%, and 86.8%, respectively. The\n\nremaining allegations in Paragraph 8 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny each and\n\nevery remaining allegation in Paragraph 8.\n\n 9. The allegations in Paragraph 9 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them.\n\n\n\n\n -4-\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 5 of 48\n\n\n 10. The allegations in Paragraph 10 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them.\n\n 11. The allegations in Paragraph 11 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them.\n\n 12. The allegations in Paragraph 12 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them.\n\n 13. The allegations in Paragraph 13 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny the\n\nallegations in Paragraph 13 of the Amended Complaint, except admit that on March 26, 2021,\n\nDefendant Cloopen announced financial results for the fourth quarter of 2020 and the 2020 fiscal\n\nyear and Defendant Cloopen reported a 4Q 2020 net loss of $46.8 million, representing a 466.9%\n\nincrease year-over-year, and operating expenses of $27.6 million, representing a 30% increase\n\nover 4Q 2019. The Underwriter Defendants further state that the allegations in Paragraph 13\n\npurport to characterize and quote statements made by Defendant Cloopen and respectfully refer\n\nthe Court to the statements themselves for a true, correct and complete statement of their contents.\n\n 14. The Underwriter Defendants deny the allegations in Paragraph 14 of the Amended\n\nComplaint, except admit that Defendant Cloopen\u2019s stock price declined from March 25, 2021 to\n\nMarch 26, 2021.\n\n 15. The allegations in Paragraph 15 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\n\n -5-\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 6 of 48\n\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them. The\n\nUnderwriter Defendants further state that the allegations in Paragraph 15 purport to characterize\n\nstatements made by Defendant Cloopen and respectfully refer the Court to the statements\n\nthemselves for a true, correct and complete statement of their contents.\n\n 16. The Underwriter Defendants deny the allegations in Paragraph 16 of the Amended\n\nComplaint, except admit that Defendant Cloopen experienced a decline in its ADS price between\n\nMay 11, 2021 and May 12, 2021.\n\n 17. The Underwriter Defendants admit that, from the IPO to the date of the filing of the\n\nComplaint on December 10, 2021, the price of Defendant Cloopen\u2019s ADSs has traded as low as\n\n$3.10 per ADS and that such price represents a decline of approximately 80% from the $16 per\n\nADS IPO offering price.\n\n 18. The Underwriter Defendants deny the allegations in Paragraph 18 of the Amended\n\nComplaint.\n\n 19. The Underwriter Defendants deny the allegations in Paragraph 19 of the Amended\n\nComplaint, except admit that on May 3, 2022, Defendant Cloopen filed its Form 6-K with the SEC\n\nstating that it formed an independent special committee. The Underwriter Defendants further state\n\nthat the allegations in Paragraph 19 purport to characterize and quote statements made by Cloopen\n\nand respectfully refer the Court to the statements themselves for a true, correct and complete\n\nstatement of their contents.\n\nII. JURISDICTION AND VENUE\n\n 20. The allegations contained in Paragraph 20 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Plaintiff purports\n\nto assert claims under Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the\n\nExchange Act, and SEC Rule 10b-5.\n -6-\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 7 of 48\n\n\n 21. The allegations contained in Paragraph 21 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Plaintiff purports\n\nto base jurisdiction over the subject matter of this action on the bases stated in Paragraph 21 of the\n\nAmended Complaint.\n\n 22. The allegations contained in Paragraph 22 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny them, except admit that Plaintiff purports to\n\nbase venue on the statutes cited therein.\n\nIII. PARTIES\n\n 23. The allegations in Paragraph 23 of the Amended Complaint constitute legal\n\nconclusions to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny them.\n\n 24. The Underwriter Defendants admit, on information and belief, the allegations in\n\nParagraph 24 of the Amended Complaint.\n\n 25. The Underwriter Defendants admit that Defendant Changxun Sun (\u201cSun\u201d) founded\n\nCloopen and was, at the time of the IPO, Cloopen\u2019s CEO and Chairman of the Board. The\n\nUnderwriter Defendants further admit that Sun signed the Registration Statement. The remaining\n\nallegations in Paragraph 25 constitute legal conclusions to which no response is required. To the\n\nextent that the allegations are construed to require a response, the Underwriter Defendants deny\n\nthem.\n\n 26. The Underwriter Defendants admit that Defendant Yipeng Li (\u201cLi\u201d) was, at the\n\ntime of the IPO, Cloopen\u2019s CFO. The Underwriter Defendants further admit that Li signed the\n\nRegistration Statement. The remaining allegations in Paragraph 26 constitute legal conclusions to\n\n\n -7-\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 8 of 48\n\n\nwhich no response is required. To the extent that the allegations are construed to require a response,\n\nthe Underwriter Defendants deny them.\n\n 27. The allegations in Paragraph 27 of the Amended Complaint contain Plaintiff\u2019s\n\ndefined terms as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 28. The Underwriter Defendants admit, on information and belief, the allegations in the\n\nfirst sentence of Paragraph 28 of the Amended Complaint. The Underwriter Defendants also admit\n\nthat Defendant Kui Zhou (\u201cZhou\u201d) signed the Registration Statement. The remaining allegations\n\nin Paragraph 28 constitute legal conclusions to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them.\n\n 29. The Underwriter Defendants admit, on information and belief, the allegations in the\n\nfirst sentence of Paragraph 29 of the Amended Complaint. The Underwriter Defendants also admit\n\nthat Defendant Qingsheng Zheng (\u201cZheng\u201d) signed the Registration Statement. The remaining\n\nallegations in Paragraph 29 constitute legal conclusions to which no response is required. To the\n\nextent that the allegations are construed to require a response, the Underwriter Defendants deny\n\nthem.\n\n 30. The Underwriter Defendants admit that Xiaodong Liang (\u201cLiang\u201d) was, at the time\n\nof the IPO, a Director on Cloopen\u2019s Board. The Underwriter Defendants further admit that Liang\n\nsigned the Registration Statement. The remaining allegations in Paragraph 30 constitute legal\n\nconclusions to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny them.\n\n 31. The Underwriter Defendants admit that Zi Yang (\u201cYang\u201d) was, at the time of the\n\nIPO, a Director on Cloopen\u2019s Board. The Underwriter Defendants further admit that Yang signed\n\nthe Registration Statement. The remaining allegations in Paragraph 31 constitute legal conclusions\n\n\n -8-\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 9 of 48\n\n\nto which no response is required. To the extent that the allegations are construed to require a\n\nresponse, the Underwriter Defendants deny them.\n\n 32. The Underwriter Defendants admit that Ming Liao (\u201cLiao\u201d) was, at the time of the\n\nIPO, a Director on Cloopen\u2019s Board. The Underwriter Defendants further admit that Liao signed\n\nthe Registration Statement. The remaining allegations in Paragraph 32 constitute legal conclusions\n\nto which no response is required. To the extent that the allegations are construed to require a\n\nresponse, the Underwriter Defendants deny them.\n\n 33. The Underwriter Defendants admit that Feng Zhu (\u201cZhu\u201d) was, at the time of the\n\nIPO, a Director on Cloopen\u2019s Board. The Underwriter Defendants further admit that Zhu signed\n\nthe Registration Statement. The remaining allegations in Paragraph 33 constitute legal conclusions\n\nto which no response is required. To the extent that the allegations are construed to require a\n\nresponse, the Underwriter Defendants deny them.\n\n 34. The Underwriter Defendants admit that Lok Yan Hui (\u201cHui\u201d) was, at the time of\n\nthe IPO, a Director on Cloopen\u2019s Board. The Underwriter Defendants further admit that Hui signed\n\nthe Registration Statement. The remaining allegations in Paragraph 34 constitute legal conclusions\n\nto which no response is required. To the extent that the allegations are construed to require a\n\nresponse, the Underwriter Defendants deny them.\n\n 35. The Underwriter Defendants admit that Jianhong Zhou (\u201cJ. Zhou\u201d) was, at the time\n\nof the IPO, a Director on Cloopen\u2019s Board. The Underwriter Defendants further admit that J. Zhou\n\nsigned the Registration Statement. The remaining allegations in Paragraph 35 constitute legal\n\nconclusions to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny them.\n\n 36. The Underwriter Defendants admit that Ching Chiu (\u201cChiu\u201d) was, at the time of the\n\nIPO, a Director on Cloopen\u2019s Board until his resignation from the Board effective May 18, 2022.\n\n\n -9-\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 10 of 48\n\n\nThe Underwriter Defendants further admit that Chiu signed the Registration Statement. The\n\nremaining allegations in Paragraph 36 constitute legal conclusions to which no response is\n\nrequired. To the extent that the allegations are construed to require a response, the Underwriter\n\nDefendants deny them.\n\n 37. The Underwriter Defendants admit, on information and belief, the allegations in\n\nParagraph 37 of the Amended Complaint.\n\n 38. The Underwriter Defendants admit, on information and belief, the allegations in\n\nParagraph 38 of the Amended Complaint.\n\n 39. The Underwriter Defendants admit, on information and belief, that Yunhao Liu\n\n(\u201cLiu\u201d) was named in the Registration Statement as his appointment as a Director was effective\n\nupon the SEC\u2019s declaration of effectiveness of the Registration Statement, and that he served as a\n\nDirector until his resignation from the Board effective May 18, 2022.\n\n 40. The Underwriter Defendants admit that Defendant DeVries signed the Registration\n\nStatement. The Underwriter Defendants lack knowledge or information sufficient to form a belief\n\nas to the truth of the remaining allegations in Paragraph 40 of the Amended Complaint.\n\n 41. The Underwriter Defendants admit that the Securities Act Individual Defendants\n\nand Ms. DeVries each signed the Registration Statement. The Underwriter Defendants further\n\nadmit, on information and belief, that Sun and Li contributed to the IPO and Registration Statement\n\nand attended roadshows. The remaining allegations in Paragraph 41 as to the Securities Act\n\nIndividual Defendants contain Plaintiff\u2019s defined terms, characterizations, and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every remaining allegation in\n\nparagraph 41 as to the Securities Act Individual Defendants.\n\n\n\n\n - 10 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 11 of 48\n\n\n 42. The Underwriter Defendants admit the allegations in Paragraph 42 of the Amended\n\nComplaint.\n\n 43. The Underwriter Defendants admit the allegations in Paragraph 43 of the Amended\n\nComplaint.\n\n 44. The Underwriter Defendants admit the allegations in Paragraph 44 of the Amended\n\nComplaint.\n\n 45. The Underwriter Defendants deny the allegations in Paragraph 45 of the Amended\n\nComplaint. Defendant Tiger Brokers received no allocation of shares at the time of the IPO and\n\naccordingly, is not an underwriter.\n\n 46. The Underwriter Defendants deny the allegations in Paragraph 46 of the Amended\n\nComplaint. Defendant Futu received no allocation of shares at the time of the IPO and accordingly,\n\nis not an underwriter.\n\n 47. The Underwriter Defendants admit that certain of the Underwriter Defendants\n\n(namely Goldman Sachs, Citi, and CICC) acted as underwriters for Defendant Cloopen\u2019s IPO but\n\ncertain other Underwriter Defendants (namely Tiger Brokers and Futu) received no allocation of\n\nshares at the time of the IPO and accordingly, are not underwriters for Defendant Cloopen\u2019s IPO.\n\nThe Underwriter Defendants otherwise deny the allegations in Paragraph 47 of the Amended\n\nComplaint.\n\n 48. The Underwriter Defendants admit that certain of the Underwriter Defendants\n\n(namely Goldman Sachs, Citi, and CICC) acted as underwriters for Defendant Cloopen\u2019s IPO but\n\ncertain other Underwriter Defendants (namely Tiger Brokers and Futu) received no allocation of\n\nshares at the time of the IPO and accordingly, are not underwriters for Defendant Cloopen\u2019s IPO.\n\nThe remaining allegations in Paragraph 48 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\n\n - 11 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 12 of 48\n\n\nrequire a response, the Underwriter Defendants deny each and every remaining allegation in\n\nParagraph 48.\n\n 49. The Underwriter Defendants admit that they are investment banks that specialize,\n\ninter alia, in underwriting public offerings of securities, and that certain of the Underwriter\n\nDefendants (namely Goldman Sachs, Citi, and CICC) acted as underwriters for Defendant\n\nCloopen\u2019s IPO but certain other Underwriter Defendants (namely Tiger Brokers and Futu)\n\nreceived no allocation of shares at the time of the IPO and accordingly, are not underwriters for\n\nDefendant Cloopen\u2019s IPO. The Underwriter Defendants also admit that certain of the Underwriter\n\nDefendants arranged a roadshow prior to the IPO. The Underwriter Defendants further admit that\n\nthey obtained an agreement from Defendant Cloopen and the Individual Defendants that Cloopen\n\nwould indemnify and hold the Underwriter Defendants harmless from any liability under the\n\nfederal securities laws. The remaining allegations in Paragraph 49 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Underwriter Defendants deny each and every remaining\n\nallegation in Paragraph 49 except as otherwise admitted herein. The Underwriter Defendants\n\nfurther state that the allegations in Paragraph 49 of the Amended Complaint purport to characterize\n\nstatements made by Defendant Cloopen and respectfully refer the Court to the Registration\n\nStatement for a true, correct and complete statement of its contents.\n\nIV. FACTUAL BACKGROUND\n\n 50. The Underwriter Defendants admit that Defendant Cloopen began providing its\n\ncloud-based communications solutions in 2014; that the Company primarily operates its business\n\nthrough Beijing Ronglian Yitong Information Co. Ltd., or Ronglian Yitong; and that, as of the\n\nIPO, Ronglian Yitong is owned 71.01% by Sun and 24.46% by J. Zhou. The remaining allegations\n\nin Paragraph 50 contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no\n\nresponse is required. To the extent that the allegations are construed to require a response, the\n - 12 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 13 of 48\n\n\nUnderwriter Defendants deny each and every remaining allegation in Paragraph 50 except as\n\notherwise admitted herein.\n\n 51. The Underwriter Defendants admit the allegations in Paragraph 51 of the Amended\n\nComplaint. The Underwriter Defendants further state that the allegations in Paragraph 51 purport\n\nto characterize statements made by Defendant Cloopen and respectfully refer the Court to the\n\nstatements themselves for a true, correct and complete statement of their contents.\n\n 52. The Underwriter Defendants admit, on information and belief, that Defendant\n\nCloopen charges its customers through a combination of pricing methods, depending on the type\n\nof solutions they use. The Underwriter Defendants further state that the allegations in Paragraph\n\n52 purport to characterize statements made by Defendant Cloopen and respectfully refer the Court\n\nto the Registration Statement for a true, correct and complete statement of their contents. Except\n\nas expressly admitted herein, the Underwriter Defendants deny each and every remaining\n\nallegation in Paragraph 52.\n\n 53. The Underwriter Defendants admit that, as it is disclosed in the Registration\n\nStatement in the years leading up to the IPO, Defendant Cloopen experienced robust growth. The\n\nUnderwriter Defendants further admit that as it is disclosed in the Registration Statement, as of\n\nDecember 31, 2018 and 2019 and September 30, 2020, Defendant Cloopen had an active customer\n\nbase of over 10,200, 11,500 and 12,000 enterprises, respectively. The Underwriter Defendants\n\nfurther state that the allegations in Paragraph 53 purport to characterize statements made by\n\nDefendant Cloopen and respectfully refer the Court to the Registration Statement for a true, correct\n\nand complete statement of its contents. Except as expressly admitted herein, the Underwriter\n\nDefendants deny each and every remaining allegation in paragraph 53.\n\n 54. The Underwriter Defendants deny the allegations in Paragraph 54 of the Amended\n\nComplaint, except admit that, on information and belief, Defendant Cloopen\u2019s dollar-based net\n\n\n - 13 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 14 of 48\n\n\ncustomer retention rate is an \u201coperating metric\u201d reported by Cloopen. The Underwriter Defendants\n\nfurther state that the allegations in Paragraph 54 purport to characterize and quote statements made\n\nby Defendant Cloopen and respectfully refer the Court to the Registration Statement for a true,\n\ncorrect and complete statement of its contents.\n\n 55. The Underwriter Defendants admit that, as it is disclosed in the Registration\n\nStatement, in 2018, 2019, and the nine months ended September 30, 2020, the dollar-based net\n\ncustomer retention rate was 135.7%, 102.7%, and 94.7%, respectively and that the dollar-based\n\nnet customer retention rate experienced a decline in Q4 2020. Except as expressly admitted herein,\n\nthe Underwriter Defendants deny each and every remaining allegation in Paragraph 55. The\n\nUnderwriter Defendants further state that the allegations in Paragraph 55 purport to characterize\n\nstatements made by Defendant Cloopen and respectfully refer the Court to the Registration\n\nStatement for a true, correct and complete statement of its contents.\n\n 56. The allegations in Paragraph 56 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them. The\n\nUnderwriter Defendants further state that the allegations in Paragraph 56 purport to characterize\n\nand quote statements made by Defendant Cloopen and respectfully refer the Court to the\n\nRegistration Statement for a true, correct and complete statement of its contents.\n\n A. Cloopen\u2019s Pre-IPO Financing\n\n 57. The Underwriter Defendants admit that, as it is disclosed in the Registration\n\nStatement, in October 2019, Defendant Cloopen issued warrants with rights to purchase 6,112,570\n\nSeries E preferred shares for $15 million. The Underwriter Defendants further state that the\n\nallegations in Paragraph 57 purport to characterize statements made by Defendant Cloopen and\n\nrespectfully refer the Court to the Registration Statement for a true, correct and complete statement\n\nof its contents.\n - 14 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 15 of 48\n\n\n 58. The Underwriter Defendants admit that, as it is disclosed in the Registration\n\nStatement, in March 2020 and July 2020, Defendant Cloopen issued additional warrants to the\n\nSeries E warrant holders with rights to purchase an aggregate of 314,274 Series E preferred shares\n\nat nominal value for anti-dilution purpose. The Underwriter Defendants further state that the\n\nallegations in Paragraph 58 purport to characterize statements made by Defendant Cloopen and\n\nrespectfully refer the Court to the Registration Statement for a true, correct and complete statement\n\nof its contents.\n\n 59. The Underwriter Defendants admit the allegations in Paragraph 59 of the Amended\n\nComplaint. The Underwriter Defendants further state that the allegations in Paragraph 59 purport\n\nto characterize statements made by Defendant Cloopen and respectfully refer the Court to the\n\nRegistration Statement for a true, correct and complete statement of its contents.\n\n 60. The allegations in Paragraph 60 of the Amended Complaint contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\nthe allegations are construed to require a response, the Underwriter Defendants deny them. The\n\nUnderwriter Defendants further state that the allegations in Paragraph 60 purport to characterize\n\nand quote statements made by Defendant Cloopen and respectfully refer the Court to the\n\nRegistration Statement for a true, correct and complete statement of its contents.\n\n 61. The Underwriter Defendants state that the allegations in Paragraph 61 of the\n\nAmended Complaint purport to characterize statements made by Defendant Cloopen and\n\nrespectfully refer the Court to the Registration Statement for a true, correct and complete statement\n\nof its contents. The Underwriter Defendants otherwise admit that the Series E warrants were\n\nexercised in full in November 2020 and that Cloopen recorded the fair value of the Series E\n\nRedeemable Convertible Preferred Shares underlying the Series E warrants, as of September 30,\n\n2020, at $2.70 per share.\n\n\n - 15 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 16 of 48\n\n\n 62. The Underwriter Defendants admit that the Series F warrants were exercised in full\n\nin January 2021 and that Cloopen did not record the fair value of the Series F Redeemable\n\nConvertible Preferred Shares underlying the Series F warrant in the Registration Statement. The\n\nUnderwriter Defendants deny that Defendant Cloopen had any obligation to report the fair value\n\nof the Series F Redeemable Convertible Preferred Shares underlying the Series F warrants in the\n\nRegistration Statement because, inter alia: (i) the Series F warrants were issued in Q4 2020 and\n\nexercised in Q1 2021, and (ii) the Registration Statement was expressly and properly limited to\n\nQ3 2020 financials because Q4 financials had not been released or reported at the time of the IPO.\n\nExcept as expressly admitted herein, the Underwriter Defendants deny each and every remaining\n\nallegation in Paragraph 62. The Underwriter Defendants further state that the allegations in\n\nParagraph 62 of the Amended Complaint purport to characterize statements made by Defendant\n\nCloopen and respectfully refer the Court to the Registration Statement for a true, correct and\n\ncomplete statement of its contents.\n\n 63. The Underwriter Defendants state that the allegations in Paragraph 63 of the\n\nAmended Complaint purport to characterize statements made by Defendant Cloopen and\n\nrespectfully refer the Court to the Registration Statement for a true, correct and complete statement\n\nof its contents. The Underwriter Defendants otherwise admit the allegations in Paragraph 63 of the\n\nAmended Complaint.\n\n B. Cloopen\u2019s IPO\n\n 64. The Underwriter Defendants admit the allegations in Paragraph 64 of the Amended\n\nComplaint.\n\n 65. The Underwriter Defendants admit that on December 10, 2021, the SEC provided\n\nits comments to Cloopen\u2019s draft Registration Statement. The Underwriter Defendants further state\n\nthat the allegations in Paragraph 65 of the Amended Complaint purport to characterize and quote\n\n\n - 16 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 17 of 48\n\n\nstatements made by the SEC and respectfully refer the Court to the statements themselves for a\n\ntrue, correct and complete statement of their contents.\n\n 66. The Underwriter Defendants admit the allegations in Paragraph 66 of the Amended\n\nComplaint.\n\n 67. The Underwriter Defendants admit the allegations in Paragraph 67 of the Amended\n\nComplaint.\n\n 68. The Underwriter Defendants admit the allegations in Paragraph 68 of the Amended\n\nComplaint. The Underwriter Defendants further state that the allegations in Paragraph 68 purport\n\nto characterize statements made by Defendant Cloopen and respectfully refer the Court to the\n\nRegistration Statement for a true, correct and complete statement of its contents.\n\n 69. The Underwriter Defendants admit the allegations in Paragraph 69 of the Amended\n\nComplaint.\n\n 70. The Underwriter Defendants admit the allegations in Paragraph 70 of the Amended\n\nComplaint.\n\n 71. The Underwriter Defendants admit the allegations in Paragraph 71 of the Amended\n\nComplaint.\n\nV. MATERIALLY FALSE AND MISLEADING STATEMENTS IN, AND\n OMISSIONS FROM, THE REGISTRATION STATEMENT\n\n 72. The Underwriter Defendants deny the allegations in Paragraph 72 of the Amended\n\nComplaint.\n\n A. Cloopen Failed to Disclose the Existing Fair Value of the Series F Warrant\n\n 73. The Underwriter Defendants admit that Defendant Cloopen made certain\n\nstatements in the Registration Statement. The Underwriter Defendants further state that the\n\nallegations in Paragraph 73 purport to characterize and quote statements made by Cloopen and\n\n\n\n - 17 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 18 of 48\n\n\nrespectfully refer the Court to the statements themselves for a true, correct and complete statement\n\nof their contents.\n\n 74. The Underwriter Defendants deny the allegations in Paragraph 74 of the Amended\n\nComplaint, except admit that Defendant Cloopen made certain statements in the Registration\n\nStatement regarding its Series F warrants. The Underwriter Defendants further state that the\n\nallegations in Paragraph 74 purport to characterize and quote statements made by Cloopen and\n\nrespectfully refer the Court to the statements themselves for a true, correct and complete statement\n\nof their contents.\n\n 75. The Underwriter Defendants deny the allegations in Paragraph 75 of the Amended\n\nComplaint except admit that Defendant Cloopen made certain statements in the Registration\n\nStatement regarding its Series E and Series F warrants. The Underwriter Defendants further state\n\nthat the allegations in Paragraph 75 purport to characterize and quote statements made by Cloopen\n\nand respectfully refer the Court to the statements themselves for a true, correct and complete\n\nstatement of their contents.\n\n 76. The Underwriter Defendants admit the allegations in Paragraph 76 of the Amended\n\nComplaint. The Underwriter Defendants further state that the allegations in Paragraph 76 purport\n\nto characterize statements made by Defendant Cloopen and respectfully refer the Court to the\n\nRegistration Statement for a true, correct and complete statement of its contents.\n\n 77. The allegations contained in Paragraph 77 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 78. The allegations contained in Paragraph 78 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Defendant\n\n\n - 18 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 19 of 48\n\n\nCloopen made certain statements in the Registration Statement regarding its Series F warrant. The\n\nUnderwriter Defendants further state that the allegations in Paragraph 78 purport to characterize\n\nstatements made by Defendant Cloopen and respectfully refer the Court to the Registration\n\nStatement for a true, correct and complete statement of its contents.\n\n 79. The Underwriter Defendants admit that the Series F warrants were exercised in full\n\nin January 2021 and that Cloopen did not record the fair value of the Series F Redeemable\n\nConvertible Preferred Shares underlying the Series F warrant in the Registration Statement. The\n\nUnderwriter Defendants deny that Defendant Cloopen had any obligation to report the fair value\n\nof the Series F Redeemable Convertible Preferred Shares underlying the Series F warrants in the\n\nRegistration Statement because (i) the Series F warrants were issued in Q4 2020 and exercised in\n\nQ1 2021, and (ii) the Registration Statement was expressly and properly limited to Q3 2020\n\nfinancials because Q4 financials had not been released or reported at the time of the IPO. The\n\nUnderwriter Defendants further admit that Defendant Cloopen filed a Form 20F with the SEC on\n\nMay 10, 2021. Except as expressly admitted herein, the Underwriter Defendants deny each and\n\nevery remaining allegation in Paragraph 79. The Underwriter Defendants state that the allegations\n\nin Paragraph 79 of the Amended Complaint purport to characterize and quote statements made by\n\nDefendant Cloopen and respectfully refer the Court to the statements themselves for a true, correct\n\nand complete statement of their contents.\n\n 80. The allegations in Paragraph 80 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 80.\n\n 81. The allegations in Paragraph 81 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny them.\n\n\n - 19 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 20 of 48\n\n\n B. Cloopen Was Losing Business From Existing Customers\n\n 82. The Underwriter Defendants deny the allegations in Paragraph 82 of the Amended\n\nComplaint, except admit that Defendant Cloopen made certain statements in its Registration\n\nStatement referring to the Company\u2019s growth strategy. The Underwriter Defendants further state\n\nthat the allegations in Paragraph 82 purport to characterize and quote statements made by Cloopen\n\nand respectfully refer the Court to the Registration Statement for a true, correct and complete\n\nstatement of its contents.\n\n 83. The Underwriter Defendants deny the allegations in Paragraph 83 of the Amended\n\nComplaint, except admit that Defendant Cloopen made certain statements in the Registration\n\nStatement regarding its sales and marketing team as well as its customer retention. The\n\nUnderwriter Defendants further state that the allegations in Paragraph 83 purport to characterize\n\nand quote statements made by Cloopen and respectfully refer the Court to the Registration\n\nStatement for a true, correct and complete statement of its contents.\n\n 84. The Underwriter Defendants admit that Defendant Cloopen made certain\n\nstatements in the Registration Statement. The Underwriter Defendants further state that the\n\nallegations in Paragraph 84 purport to characterize and quote statements made by Cloopen and\n\nrespectfully refer the Court to the Registration Statement for a true, correct and complete statement\n\nof its contents.\n\n 85. The allegations in Paragraph 85 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 85.\n\n 86. The Underwriter Defendants admit that Defendant Cloopen made certain\n\nstatements in the Registration Statement. The Underwriter Defendants further state that the\n\nallegations in Paragraph 86 purport to characterize and quote statements made by Cloopen and\n\n\n - 20 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 21 of 48\n\n\nrespectfully refer the Court to the Registration Statement for a true, correct and complete statement\n\nof its contents.\n\n 87. The allegations in Paragraph 87 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 87.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 87 of the Amended\n\nComplaint purport to characterize and quote statements made by Defendant Cloopen and\n\nrespectfully refer the Court to the Registration Statement for a true, correct and complete statement\n\nof its contents.\n\n 88. The allegations in Paragraph 88 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 88.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 88 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 89. The allegations in Paragraph 89 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 89.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 89 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 90. The allegations in Paragraph 90 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 90.\n\n\n - 21 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 22 of 48\n\n\nThe Underwriter Defendants further state that the allegations in Paragraph 90 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 91. The allegations in Paragraph 91 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 91.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 91 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 92. The allegations in Paragraph 92 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 92.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 92 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 93. The allegations in Paragraph 93 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 93.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 93 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 94. The allegations in Paragraph 94 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 94.\n\n\n - 22 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 23 of 48\n\n\nThe Underwriter Defendants further state that the allegations in Paragraph 94 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 95. The allegations in Paragraph 95 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 95.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 95 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 96. The allegations in Paragraph 96 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 96.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 96 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 97. The allegations in Paragraph 97 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 97.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 97 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 98. The allegations in Paragraph 98 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 98.\n\n\n - 23 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 24 of 48\n\n\nThe Underwriter Defendants further state that the allegations in Paragraph 98 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 99. The allegations in Paragraph 99 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 99.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 99 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 100. The allegations in Paragraph 100 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 100.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 100 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 101. The allegations in Paragraph 101 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 101.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 101 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 102. The allegations in Paragraph 102 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 102.\n\n\n - 24 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 25 of 48\n\n\nThe Underwriter Defendants further state that the allegations in Paragraph 102 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 103. The allegations in Paragraph 103 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 103.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 103 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n 104. The allegations in Paragraph 104 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 104.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 104 purport to\n\ncharacterize and quote statements made by Defendant Cloopen and respectfully refer the Court to\n\nthe Registration Statement for a true, correct and complete statement of its contents.\n\n C. Cloopen\u2019s Customers Were Not Paying\n\n 105. The Underwriter Defendants admit the allegations in Paragraph 105 of the\n\nAmended Complaint. The Underwriter Defendants further state that the allegations in Paragraph\n\n105 purport to characterize and quote statements made by Defendant Cloopen and respectfully\n\nrefer the Court to the Registration Statement for a true, correct and complete statement of its\n\ncontents.\n\n 106. The allegations in Paragraph 106 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 106,\n\nexcept admit that Cloopen\u2019s Form 6-K disclosed that the general and administrative expenses\n - 25 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 26 of 48\n\n\nincreased by 59.2% in Q4 2020 compared to Q4 2019. The Underwriter Defendants further state\n\nthat the allegations in Paragraph 106 purport to characterize and quote statements made by\n\nDefendant Cloopen and respectfully refer the Court to the Registration Statement for a true, correct\n\nand complete statement of its contents.\n\n 107. The allegations in Paragraph 107 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed to\n\nrequire a response, the Underwriter Defendants deny each and every allegation in Paragraph 107.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 107 purport to\n\ncharacterize statements made by Defendant Cloopen and respectfully refer the Court to the\n\nRegistration Statement for a true, correct and complete statement of its contents.\n\n D. Cloopen Failed to Disclose \u201cKnown Trends or Uncertainties\u201d as Required by\n Item 303 of SEC Regulation S-K\n\n 108. The allegations in Paragraph 108 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 109. The allegations in Paragraph 109 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that the SEC issued\n\nthe 1989 Interpretive Release on Item 303.\n\n 110. The allegations in Paragraph 110 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants admit them.\n\n 111. The allegations in Paragraph 111 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n - 26 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 27 of 48\n\n\n 112. The allegations in Paragraph 112 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n E. Cloopen Failed to Comply with Item 105 of Reg S-K\n\n 113. The allegations in Paragraph 113 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 114. The allegations in Paragraph 114 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\nVI. SUBSEQUENT EVENTS AND ADDITIONAL MATERIALLY FALSE AND\n MISLEADING STATEMENTS AND OMISSIONS DURING THE CLASS PERIOD\n\n 115. The Underwriter Defendants deny the allegations of Paragraph 115 of the Amended\n\nComplaint, except admit that following its IPO, on March 26, 2021, Defendant Cloopen announced\n\nfinancial results for the fourth quarter of 2020 and the 2020 fiscal year. To the extent that the\n\nallegations contained in Paragraph 115 purport to characterize investors\u2019 state of mind, the\n\nUnderwriter Defendants lack knowledge and information sufficient to form a belief as to the truth\n\nof such allegations and, on that basis, deny the allegations.\n\n 116. The Underwriter Defendants deny the allegations of Paragraph 116 of the Amended\n\nComplaint, except admit that Cloopen reported fourth quarter revenues, net losses, and operating\n\nexpenses after the close of fiscal year 2020. The Underwriter Defendants further state that the\n\nallegations in Paragraph 116 purport to characterize and quote statements made by Cloopen and\n\nrespectfully refer the Court to the statements themselves for a true, correct and complete statement\n\nof their contents.\n\n\n\n - 27 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 28 of 48\n\n\n 117. The Underwriter Defendants lack knowledge or information sufficient to form a\n\nbelief as to the truth of the allegations in Paragraph 117 of the Amended Complaint. The\n\nUnderwriter Defendants further state that the allegations in Paragraph 117 purport to characterize\n\nand quote statements made by Cloopen and respectfully refer the Court to the statements\n\nthemselves for a true, correct and complete statement of their contents.\n\n 118. The Underwriter Defendants deny the allegations of Paragraph 118 of the Amended\n\nComplaint, except admit that the March 26, 2021 Form 6-K disclosed that the change in net loss\n\nfor Q4 2020 was in part due to a RMB224.8 million (US$34.4 million) increase in the change in\n\nfair value of warrant liabilities and that the Form 6-K disclosed that the general and administrative\n\nexpenses increased by 59.2% in Q4 2020 compared to Q4 2019 due to, in part, an increase in the\n\nprovision for doubtful accounts resulting from increased accounts receivables. The Underwriter\n\nDefendants further state that the allegations in Paragraph 118 purport to characterize and quote\n\nstatements made by Cloopen and respectfully refer the Court to the statements themselves for a\n\ntrue, correct and complete statement of their contents.\n\n 119. The Underwriter Defendants deny the allegations of Paragraph 119 of the Amended\n\nComplaint, except admit that in the Form 6-K filed with the SEC on March 26, 2021, Defendant\n\nCloopen disclosed an increase in revenues, net losses, and general and administrative expenses.\n\nThe Underwriter Defendants further state that the allegations in Paragraph 119 purport to\n\ncharacterize and quote statements made by Cloopen and respectfully refer the Court to the\n\nstatements themselves for a true, correct and complete statement of their contents.\n\n 120. The Underwriter Defendants deny the allegations of Paragraph 120 of the Amended\n\nComplaint. The Underwriter Defendants further state that the allegations in Paragraph 120 purport\n\nto characterize and quote statements made by Cloopen and respectfully refer the Court to the\n\nstatements themselves for a true, correct and complete statement of their contents.\n\n\n - 28 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 29 of 48\n\n\n 121. The Underwriter Defendants deny the allegations of Paragraph 121 of the Amended\n\nComplaint, except admit that Defendant Cloopen\u2019s stock price declined from March 25, 2021 to\n\nMarch 26, 2021.\n\n 122. The Underwriter Defendants deny the allegations of Paragraph 122 of the Amended\n\nComplaint, except admit that on May 10, 2021, Defendant Cloopen filed its Annual Report on\n\nForm 20-F for fiscal year 2020 and that the Annual Report disclosed that the Company\u2019s dollar-\n\nbased net customer retention rate for solutions that Cloopen offered on a recurring basis for FY\n\n2018, FY 2019, and FY 2020 were 135.7%, 102.7%, and 86.8%, respectively.\n\n 123. The Underwriter Defendants deny the allegations of Paragraph 123 of the Amended\n\nComplaint, except admit that Defendant Cloopen\u2019s Annual Report disclosed that the fair value of\n\nthe Series F Redeemable Convertible Preferred Shares underlying the Series F warrant was $5.50\n\nper share, as of December 31, 2020, and that the Series F warrant was issued and exercised in full\n\non January 7, 2021.\n\n 124. The Underwriter Defendants deny the allegations of Paragraph 124 of the Amended\n\nComplaint, except admit that Defendant Cloopen experienced a decline in its ADS price between\n\nMay 11, 2021 and May 12, 2021.\n\n 125. The Underwriter Defendants deny the allegations of Paragraph 125 of the Amended\n\nComplaint, except admit that on May 3, 2022, Cloopen announced that it had formed an impendent\n\nspecial committee. The Underwriter Defendants further state that the allegations in Paragraph 125\n\npurport to characterize and quote statements made by Cloopen and respectfully refer the Court to\n\nthe statements themselves for a true, correct and complete statement of their contents.\n\n 126. The Underwriter Defendants admit that on May 18, 2022, Defendant Cloopen\n\nannounced that Chiu and Liu resigned from the Board of Directors. The Underwriter Defendants\n\nfurther admit that on May 20, 2022, Cloopen announced that it had received a letter from the New\n\n\n - 29 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 30 of 48\n\n\nYork Stock Exchange. Except as expressly admitted herein, the Underwriter Defendants deny\n\neach and every remaining allegation in Paragraph 126. The Underwriter Defendants further state\n\nthat the allegations in Paragraph 126 purport to characterize and quote statements made by\n\nCloopen and respectfully refer the Court to the statements themselves for a true, correct and\n\ncomplete statement of their contents.\n\nVII. CLASS ACTION ALLEGATIONS\n\n 127. The allegations contained in Paragraph 127 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Plaintiff purports\n\nto bring this action as a class action on behalf of all persons who (a) purchased or otherwise\n\nacquired Cloopen ADSs pursuant and/or traceable to the Registration Statement; and/or (b)\n\npurchased or otherwise acquired Cloopen ADSs during the Class Period and who were purportedly\n\ndamaged thereby.\n\n 128. The allegations in Paragraph 128 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 129. The allegations in Paragraph 129 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 130. The allegations in Paragraph 130 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 131. The allegations in Paragraph 131 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n - 30 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 31 of 48\n\n\n 132. The allegations in Paragraph 132 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 133. The allegations in Paragraph 133 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 134. The allegations in Paragraph 134 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 135. The allegations in Paragraph 135 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\nVIII. NO SAFE HARBOR\n\n 136. The allegations in Paragraph 136 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 137. The allegations in Paragraph 137 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 138. The allegations in Paragraph 138 of the Amended Complaint constitute legal\n\nconclusions as to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n COUNT I\n Violations of \u00a7 11 of the Securities Act\n Against All Defendants\n\n\n - 31 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 32 of 48\n\n\n 139. The Underwriter Defendants repeat each of the foregoing responses. The\n\nremaining allegations in Paragraph 139 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed necessary,\n\nthe Underwriter Defendants deny each and every allegation in Paragraph 139 except that the\n\nUnderwriter Defendants admit that Plaintiff purports to exclude and disclaim any allegation\n\nconstrued as alleging fraud or intentional or reckless misconduct for purposes of this cause of\n\naction.\n\n 140. The allegations contained in Paragraph 140 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Plaintiff purports\n\nto bring a Section 11 claim against all Defendants on behalf of other members of the purported\n\nclass.\n\n 141. The allegations contained in Paragraph 141 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 142. The allegations contained in Paragraph 142 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Defendant\n\nCloopen is the registrant for the IPO.\n\n 143. The allegations contained in Paragraph 143 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that the named\n\nSecurities Act Individual Defendants either signed the Registration Statement or were named in\n\n\n\n\n - 32 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 33 of 48\n\n\nthe Registration Statement as a director of Cloopen at the time of filing or to become a director\n\nupon the effectiveness of the Offering Documents.\n\n 144. The allegations contained in Paragraph 144 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Ms. DeVries\n\nsigned the Registration Statement on behalf of Cogency Global.\n\n 145. The allegations contained in Paragraph 145 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 146. The allegations contained in Paragraph 146 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 147. The allegations contained in Paragraph 147 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 148. The Underwriter Defendants lack knowledge or information sufficient to form a\n\nbelief as to the truth of the allegations in Paragraph 148 of the Amended Complaint.\n\n 149. The allegations contained in Paragraph 149 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 150. The allegations contained in Paragraph 150 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n\n\n\n - 33 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 34 of 48\n\n\n 151. The Underwriter Defendants deny the allegations of Paragraph 151 of the Amended\n\nComplaint, except admit that less than three years have elapsed between the time that the securities\n\nissued in connection with Defendant Cloopen\u2019s February 9, 2021 IPO were offered to the public\n\nand the time Plaintiff commenced this action.\n\n 152. The allegations contained in Paragraph 152 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n COUNT II\n Violations of \u00a7 15 of the Securities Act\n Against the Securities Act Individual Defendants, Cloopen, and Cogency Global\n\n 153. The Underwriter Defendants repeat each of the foregoing responses. 2 The\n\nallegations contained in Paragraph 153 of the Amended Complaint constitute legal conclusions to\n\nwhich no response is required. To the extent that the allegations are construed to require a response,\n\nthe Underwriter Defendants deny them.\n\n 154. The allegations contained in Paragraph 154 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Plaintiff purports\n\nto bring a Section 15 claim against all the Securities Act Individual Defendants, Cloopen, and\n\nCogency Global.\n\n 155. The allegations contained in Paragraph 155 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n\n\n2 Because Counts II, III, and IV of the Amended Complaint are not brought against the\n\nUnderwriter Defendants, no response is required to Paragraphs 153\u2013195 of the Amended\nComplaint. To the extent the allegations in Paragraphs 153\u2013195 of the Amended Complaint are\nconstrued to require a response by the Underwriter Defendants, the Underwriter Defendants\u2019\nresponses are included in Paragraphs 153\u2013195 of this Answer.\n - 34 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 35 of 48\n\n\n 156. The allegations contained in Paragraph 156 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 157. The allegations contained in Paragraph 157 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 158. The allegations contained in Paragraph 158 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n\n\n\n - 35 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 36 of 48\n\n\n COUNT III\n Violations of \u00a7 10(b) of the Exchange Act and Rule 10b-5\n Against the Exchange Act Defendants\n\n 159. The Underwriter Defendants repeat each of the foregoing responses. The\n\nallegations contained in Paragraph 159 of the Amended Complaint constitute legal conclusions to\n\nwhich no response is required. To the extent that the allegations are construed to require a response,\n\nthe Underwriter Defendants deny them.\n\n 160. The allegations contained in Paragraph 160 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them, except admit that Plaintiff purports\n\nto bring a Section 10(b) claim against all the Exchange Act Defendants.\n\n 161. The allegations contained in Paragraph 161 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 162. The allegations contained in Paragraph 162 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 163. The allegations contained in Paragraph 163 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 164. The allegations contained in Paragraph 164 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n\n\n\n - 36 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 37 of 48\n\n\n 165. The allegations contained in Paragraph 165 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 166. The allegations contained in Paragraph 166 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 167. The allegations contained in Paragraph 167 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 168. The allegations contained in Paragraph 168 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 169. The allegations contained in Paragraph 169 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n A. Loss Causation\n\n 170. The Underwriter Defendants repeat each of the foregoing responses. The\n\nallegations contained in Paragraph 170 of the Amended Complaint constitute legal conclusions to\n\nwhich no response is required. To the extent that the allegations are construed to require a response,\n\nthe Underwriter Defendants deny them.\n\n 171. The allegations contained in Paragraph 171 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n\n\n\n - 37 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 38 of 48\n\n\n 172. The allegations contained in Paragraph 172 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 173. The allegations contained in Paragraph 173 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 174. The allegations contained in Paragraph 174 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 175. The allegations contained in Paragraph 175 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 176. The allegations contained in Paragraph 176 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 177. The allegations contained in Paragraph 177 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n B. Scienter Allegations\n\n 178. The Underwriter Defendants repeat each of the foregoing responses. The\n\nallegations contained in Paragraph 178 of the Amended Complaint constitute legal conclusions to\n\nwhich no response is required. To the extent that the allegations are construed to require a response,\n\nthe Underwriter Defendants deny them.\n\n\n\n\n - 38 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 39 of 48\n\n\n 179. The allegations contained in Paragraph 179 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 180. The allegations contained in Paragraph 180 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 181. The allegations contained in Paragraph 181 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 182. The allegations contained in Paragraph 182 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 183. The allegations contained in Paragraph 183 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n C. Applicability Of Presumption Of Reliance (Fraud-On-The-Market Doctrine)\n\n 184. The Underwriter Defendants repeat each of the foregoing responses. The\n\nallegations contained in Paragraph 184 of the Amended Complaint constitute legal conclusions to\n\nwhich no response is required. To the extent that the allegations are construed to require a response,\n\nthe Underwriter Defendants deny them, except admit that Cloopen\u2019s ADSs traded on the NYSE.\n\n 185. The allegations contained in Paragraph 185 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n\n\n\n - 39 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 40 of 48\n\n\n 186. The allegations contained in Paragraph 186 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 187. The allegations contained in Paragraph 187 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 188. The allegations contained in Paragraph 188 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n COUNT IV\n Violations of \u00a7 20(a) of the Exchange Act\n Against the Exchange Act Defendants\n\n 189. The Underwriter Defendants repeat each of the foregoing responses. The\n\nallegations contained in Paragraph 189 of the Amended Complaint constitute legal conclusions to\n\nwhich no response is required. To the extent that the allegations are construed to require a response,\n\nthe Underwriter Defendants deny them.\n\n 190. The allegations contained in Paragraph 190 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 191. The allegations contained in Paragraph 191 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 192. The allegations contained in Paragraph 192 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n\n - 40 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 41 of 48\n\n\n 193. The allegations contained in Paragraph 193 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 194. The allegations contained in Paragraph 194 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n 195. The allegations contained in Paragraph 195 of the Amended Complaint constitute\n\nlegal conclusions to which no response is required. To the extent that the allegations are construed\n\nto require a response, the Underwriter Defendants deny them.\n\n ANSWER TO PRAYER FOR RELIEF\n\n Plaintiff's Prayer for Relief contains statements to which no responsive pleading is\n\nrequired. The Underwriter Defendants deny that Plaintiff or any putative class member is entitled\n\nto any damages or any other of the relief requested.\n\n GENERAL DENIAL\n\n The Underwriter Defendants deny each and every allegation in the Amended Complaint,\n\nexcept as expressly admitted or otherwise stated above.\n\n AFFIRMATIVE DEFENSES\n\n Without assuming any burden of proof, persuasion or production not otherwise legally\n\nassigned to them as to any element of Plaintiff\u2019s claims, the Underwriter Defendants assert the\n\nfollowing affirmative and other defenses. The Underwriter Defendants reserve the right to amend\n\nthis Answer to raise additional defenses, cross-claims, and third-party claims, not asserted herein\n\nof which they may become aware through discovery or other investigation, as may be appropriate\n\nat a later time.\n\n\n\n\n - 41 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 42 of 48\n\n\n FIRST AFFIRMATIVE DEFENSE\n\n The Amended Complaint fails to allege facts sufficient to state a claim under Section 11 of\n\nthe Securities Act upon which relief may be granted against the Underwriter Defendants.\n\n SECOND AFFIRMATIVE DEFENSE\n\n Plaintiff lacks standing to assert the Amended Complaint\u2019s claims against any of the\n\nUnderwriter Defendants under Section 11 of the Securities Act.\n\n THIRD AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because the Registration Statement\n\ndid not contain any false or misleading statement of material fact or omit any material fact, and\n\nthe Underwriter Defendants are not responsible in law or fact for any alleged false or misleading\n\nstatement or omission of material fact by others, or for any claimed misleading statement or\n\nomission of material fact not based on the Registration Statement.\n\n FOURTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because, at all relevant times, the\n\nUnderwriter Defendants conducted a reasonable and diligent investigation and had reasonable\n\ngrounds to believe, and did believe, at the time the Registration Statement became effective, that\n\nthe statements in the Registration Statement were true and that there were no misstatements of\n\nmaterial fact or omissions of material fact that were necessary to make the statements therein not\n\nmisleading.\n\n FIFTH AFFIRMATIVE DEFENSE\n\n Plaintiff is not entitled to any recovery from the Underwriter Defendants because, with\n\nrespect to portions of the Registration Statement purporting to be made on the authority of experts\n\nretained to assist in preparing such documents (other than the Underwriter Defendants), including,\n\nbut not limited to, financial statements contained in the Registration Statement, the Underwriter\n\nDefendants had no reasonable grounds to believe, and did not believe at the time such part of the\n - 42 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 43 of 48\n\n\nRegistration Statement became effective, that the statements therein were untrue or that there was\n\nan omission to state a material fact required to be stated therein or necessary to make the statements\n\ntherein not misleading, or that such part of the Registration Statement did not fairly represent the\n\nstatement of the expert.\n\n SIXTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because any alleged misstatements\n\nby the Underwriter Defendants were forward-looking statements and/or contained sufficient\n\ncautionary language and risk disclosure.\n\n SEVENTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because they had no duty to disclose\n\nany material facts allegedly omitted, and had no duty to verify, opine upon, audit, review or correct\n\nthe statements made in the Registration Statement that the Amended Complaint alleges were\n\nmisleading.\n\n EIGHTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable because none of them breached any duty owed\n\nto Plaintiff or the members of the putative class.\n\n NINTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because any allegedly untrue\n\nstatements of material fact and/or omissions of material fact in the Registration Statement were\n\nnot material.\n\n TENTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because the substance of the\n\nallegedly material information that Plaintiff alleges to have been omitted or misrepresented was in\n\nfact disclosed in the Registration Statement, Cloopen\u2019s own public filings and announcements,\n\n\n - 43 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 44 of 48\n\n\nand from other sources that were otherwise publicly available and/or widely known to the market\n\nand to the investing community.\n\n ELEVENTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because the Underwriter Defendants\n\nacted at all times in good faith, including by acting in conformity with the rules and regulations of\n\nthe Securities and Exchange Commission, and had no knowledge, and were not reckless or\n\nnegligent in not knowing, that any alleged statement or omission was false or misleading.\n\n TWELFTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because the Underwriter Defendants\n\ndid not know, and in the exercise of reasonable care could not have known, of any alleged\n\nmisstatements or omissions of fact in the Registration Statement.\n\n THIRTEENTH AFFIRMATIVE DEFENSE\n\n Plaintiff cannot recover from the Underwriter Defendants because Plaintiff has not suffered\n\nany cognizable injury or sustained any damages and because any damages (which Underwriter\n\nDefendants deny) are speculative.\n\n FOURTEENTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because any damages or injuries\n\nallegedly sustained by Plaintiff were not actually or legally caused by the Underwriter Defendants\n\nor any misstatement or omission alleged in the Amended Complaint.\n\n FIFTEENTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because any losses allegedly suffered\n\nby Plaintiff are the proximate result, either in whole or in part, of actions or omissions of parties\n\nother than the Underwriter Defendants, for which the Underwriter Defendants are in no way liable.\n\n\n\n\n - 44 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 45 of 48\n\n\n SIXTEENTH AFFIRMATIVE DEFENSE\n\n Plaintiff knew or, in the exercise of reasonable care, could have learned of the alleged\n\nuntruths and/or omissions of which Plaintiff complains.\n\n SEVENTEENTH AFFIRMATIVE DEFENSE\n\n Plaintiff\u2019s claims are barred, in whole or in part, because Plaintiff did not reasonably rely\n\non any alleged misstatements or omissions.\n\n EIGHTEENTH AFFIRMATIVE DEFENSE\n\n Plaintiff\u2019s claims against the Underwriter Defendants are barred in whole or in part because\n\nthe alleged damages or other injuries were caused solely by the acts, omissions, and/or negligence\n\nof the Plaintiff or others.\n\n NINETEENTH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are entitled to recover contribution from others for any\n\nliability they incur as a result of any of the purported misstatements, omissions and conduct alleged\n\nin the claims against the Underwriter Defendants.\n\n TWENTIETH AFFIRMATIVE DEFENSE\n\n Plaintiff\u2019s claims are barred in whole or in part because any injury or damage as alleged in\n\nthe Amended Complaint was caused and brought about by the acts, conduct or omissions of\n\nindividuals and/or entities other than the Underwriter Defendants and, as such, any recovery herein\n\nshould be precluded or diminished in proportion to the amount of fault attributable to such other\n\nindividuals and/or entities.\n\n TWENTY-FIRST AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable to Plaintiff because Plaintiff purchased Cloopen\n\nstock with actual or constructive knowledge of the risks involved in an investment in Cloopen\n\nstock, and thus assumed the risk that the value of the securities would decline if such risks\n\nmaterialized.\n - 45 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 46 of 48\n\n\n TWENTY-SECOND AFFIRMATIVE DEFENSE\n\n Plaintiff\u2019s claims are not properly maintainable as class action claims.\n\n TWENTY-THIRD AFFIRMATIVE DEFENSE\n\n Plaintiff failed to comply with its duty to take reasonable action to minimize any damages\n\nallegedly sustained as a result of the facts alleged in the Amended Complaint, and are therefore\n\nbarred from recovering any damages which might reasonably have been avoided.\n\n TWENTY-FOURTH AFFIRMATIVE DEFENSE\n\n Plaintiff\u2019s claims against the Underwriter Defendants are barred, in whole or in part, by\n\nlaches, equitable estoppel, waiver, ratification, or other equitable doctrines.\n\n TWENTY-FIFTH AFFIRMATIVE DEFENSE\n\n Plaintiff\u2019s claims are barred, in whole or in part, because at all relevant times the\n\nUnderwriter Defendants relied in good faith on the representations, reports, expert opinions, and\n\nadvice of others.\n\n TWENTY-SIXTH AFFIRMATIVE DEFENSE\n\n Plaintiff\u2019s claims are barred, in whole or in part, because the purported misstatements or\n\nomissions alleged in the Amended Complaint concern non-actionable matters of opinion, or are\n\npuffery, rather than matters of material fact.\n\n TWENTY-SEVENTH AFFIRMATIVE DEFENSE\n\n Plaintiff\u2019s claims against the Underwriter Defendants are barred in whole or in part to the\n\nextent that the damages sought exceed those permitted under the Securities Act or any other\n\napplicable rule or regulation promulgated thereunder.\n\n TWENTY-EIGHTH AFFIRMATIVE DEFENSE\n\n Plaintiff is not entitled to recover attorney\u2019s fees, accountants\u2019 or experts\u2019 fees or other\n\ncosts and disbursements, or any other relief purportedly requested in the Amended Complaint.\n\n\n\n - 46 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 47 of 48\n\n\n TWENTY-NINTH AFFIRMATIVE DEFENSE\n\n Any recovery by Plaintiff in this action is barred in whole or in part to the extent recovery\n\nis had in any other lawsuit, action, proceeding or otherwise.\n\n THIRTIETH AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants are not liable because the Registration Statement complied\n\nwith the laws of the United States and the regulations of the Securities and Exchange Commission.\n\n THIRTY-FIRST AFFIRMATIVE DEFENSE\n\n To the extent Plaintiff suffered damages, if at all, such damages must be offset by Plaintiff\u2019s\n\ngains.\n\n THIRTY-SECOND AFFIRMATIVE DEFENSE\n\n The Underwriter Defendants adopt by reference any applicable defense pled or that may\n\nbe pled by any other defendant not expressly set forth herein. The Underwriter Defendants reserve\n\nthe right to assert such additional defenses as may be appropriate at a later time.\n\n\n\n\n - 47 -\n\f Case 1:21-cv-10610-JGK-RWL Document 123 Filed 04/17/23 Page 48 of 48\n\n\nWHEREFORE the Underwriter Defendants demand judgment in such form and for such relief as\n\nthe Court deems just and proper.\n\n\n\nDated: New York, New York\n April 17, 2023 Respectfully submitted,\n\n WILLKIE FARR & GALLAGHER LLP\n\n\n /s/ Charles D. Cording\n Todd G. Cosenza\n Charles D. Cording\n 787 Seventh Avenue\n New York, NY 10019\n Tel.: (212) 728-8000\n Email: tcosenza@willkie.com\n ccording@willkie.com\n\n Attorneys for the Underwriter Defendants\n\n\n\n\n - 48 -\n\f","ocr_status":2,"date_upload":"2025-02-11T09:59:16.114218-08:00","document_number":"123","attachment_number":null,"pacer_doc_id":"127033194366","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Answer to Amended Complaint","acms_document_guid":""}],"date_created":"2023-04-17T15:08:56.473849-07:00","date_modified":"2026-04-20T19:22:13.924059-07:00","date_filed":"2023-04-17","time_filed":"16:57:36","entry_number":123,"recap_sequence_number":"2023-04-17.002","pacer_sequence_number":477,"description":"ANSWER to 84 Amended Complaint,,. 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DEVRIES, GOLDMAN SACHS (ASIA)\nL.L.C., CITIGROUP GLOBAL MARKETS\nINC., CHINA INTERNATIONAL CAPITAL\nCORPORATION HONG KONG SECURITIES\nLIMITED, TIGER BROKERS (NZ) LIMITED,\nand FUTU INC.,\n\n Defendants.\n\n\n\n DEFENDANTS CLOOPEN GROUP HOLDING LIMITED, CHANGXUN SUN,\n YIPENG LI, XIEGANG XIONG, AND CHENG LUO\u2019S ANSWER AND\n AFFIRMATIVE DEFENSES TO AMENDED CLASS ACTION COMPLAINT\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 2 of 65\n\n\n\n\n Defendants Cloopen Group Holding Limited (\u201cCloopen\u201d or the \u201cCompany\u201d), Changxun\n\nSun, Yipeng Li, Xiegang Xiong, and Cheng Luo (collectively, the \u201cCloopen Defendants\u201d),1 by\n\nand through their undersigned counsel, hereby answer the Amended Class Action Complaint\n\nfiled by Court appointed Lead Plaintiff Guozhang Wang (\u201cPlaintiff\u201d), dated May 31, 2022, ECF\n\nNo. 84 (the \u201cComplaint\u201d).2\n\n To the extent that the paragraphs in the Complaint are grouped under headings and\n\nsubheadings, the Cloopen Defendants respond generally that the headings and subheadings do\n\nnot constitute factual averments, and thus the headings are not included herein. To the extent\n\nthat a response is deemed necessary, the Cloopen Defendants deny each and every heading and\n\nsubheading in the Complaint. Further, except as expressly admitted herein, the Cloopen\n\nDefendants deny each and every allegation of the Complaint, including, without limitation, any\n\nallegations in the numbered paragraphs, headings, subheadings, footnotes, and/or the prayer for\n\nrelief.\n\n The Cloopen Defendants further answer the numbered paragraphs in the Complaint as\n\nfollows:\n\n 1. The Cloopen Defendants admit that Cloopen commenced an IPO on February 9,\n\n2021. The Cloopen Defendants admit that Plaintiff purports to bring this action as a class action\n\non behalf of persons who purchased, or otherwise acquired, Cloopen American Depositary Shares\n\n(\u201cADSs\u201d) pursuant or traceable to the Offering Documents issued in connection with Cloopen\u2019s\n\n\n 1\n On information and belief, Xiaodong Liang, Zi Yang, Ming Liao, Feng Zhu, Lok Yan Hui,\nJianhong Zhou, Ching Chiu, and Yunhao Liu have not been served nor appeared in this action.\n 2\n Unless otherwise indicated, all capitalized terms used, but not defined herein, shall have the\nmeanings ascribed to them in the Complaint.\n\n\n\n\n 1\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 3 of 65\n\n\n\n\nIPO and/or (b) purchased or otherwise acquired Cloopen securities during the Class Period.3 The\n\nCloopen Defendants further admit that Plaintiff purports to bring claims under the Securities Act\n\nof 1933 (the \u201cSecurities Act\u201d) and the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d)\n\nagainst Cloopen and its Board, CEO, and CFO. Except as expressly admitted herein, the Cloopen\n\nDefendants deny each and every remaining allegation in paragraph 1.\n\n 2. To the extent that the allegations contained in paragraph 2 purport to quote and/or\n\ncharacterize disclosures contained in the Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants otherwise admit the allegations contained in\n\nparagraph 2.\n\n 3. To the extent that the allegations contained in paragraph 3 purport to quote and/or\n\ncharacterize disclosures contained in the Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The allegations contained in the second sentence of paragraph 3\n\ncontain legal conclusions as to which no response is required. To the extent that a response to\n\nparagraph 3 is required, the Cloopen Defendants deny Plaintiff\u2019s characterization of the\n\ndisclosures. The Cloopen Defendants admit that Cloopen conducted its IPO in February 2021\n\nand that, pursuant to the Offering Documents, Cloopen issued 23 million ADSs at an issuance\nprice of $16 per ADS. Except as expressly admitted herein, the Cloopen Defendants deny each\n\nand every remaining allegation in paragraph 3.\n\n\n\n 3\n As used herein, the phrase \u201cOffering Documents\u201d means Cloopen\u2019s Registration Statement\nfiled on January 19, 2021 (the \u201cRegistration Statement\u201d) and declared effective by the U.S.\nSecurities and Exchange Commission (\u201cSEC\u201d) on February 8, 2021 and its Prospectus on Form\n424B4, filed on February 9, 2021 (the \u201cProspectus\u201d).\n\n\n\n\n 2\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 4 of 65\n\n\n\n\n 4. The allegations in paragraph 4 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary and to the extent that the\n\nallegations contained in paragraph 4 purport to quote and/or characterize disclosures contained\n\nin the Offering Documents, the Offering Documents speak for themselves, and the Cloopen\n\nDefendants respectfully refer to the Offering Documents for their true and correct contents. The\n\nCloopen Defendants deny that Plaintiff\u2019s selective description of disclosures contained in the\n\nOffering Documents is complete or presented with full context, and deny Plaintiff\u2019s\n\ncharacterization of the disclosures. The Cloopen Defendants admit that the fair value of the\n\nSeries F preferred shares underlying the Series F warrant was not disclosed in the Offering\nDocuments, but the Offering Documents described that warrant liabilities are \u201csubject to\n\nremeasurement at each reporting period . . . utilizing the binominal option pricing model, with\n\nchanges in estimated fair value included in the change in fair value of warrant liabilities on the\n\nconsolidated statement of comprehensive loss.\u201d The Cloopen Defendants deny that Cloopen had\n\nany obligation to report the fair value of the Series F Redeemable Convertible Preferred Shares\n\nunderlying the Series F warrant in the Offering Documents because (i) the Series F warrant was\n\nissued in the fourth quarter of (\u201cQ4\u201d) 2020 and exercised in the first quarter of (\u201cQ1\u201d) 2021, and\n\n(ii) the Offering Documents were expressly and properly limited to the third quarter of (\u201cQ3\u201d)\n\n2020 financials because Q4 financials had not been released or reported at the time of the IPO.\n\nExcept as expressly admitted herein, the Cloopen Defendants deny each and every remaining\nallegation in paragraph 4.\n\n 5. The Cloopen Defendants admit that Cloopen filed a Form 6-K with the SEC on\n\nMarch 26, 2021 announcing its unaudited financial results for Q4 and fiscal year (\u201cFY\u201d) 2020\n\n(the \u201cMarch 26, 2021 Form 6-K\u201d or \u201cForm 6-K\u201d) and that the March 26, 2021 Form 6-K\n\ndisclosed an increase in net loss for Q4 2020 compared with the net loss in Q4 2019, driven in\n\npart, by a change in fair value of warrant liabilities. To the extent that the allegations contained\n\n\n\n\n 3\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 5 of 65\n\n\n\n\nin paragraph 5 purport to quote and/or characterize disclosures contained in Cloopen\u2019s Offering\n\nDocuments or March 26, 2021 Form 6-K, the documents speak for themselves, and the Cloopen\n\nDefendants respectfully refer to these documents for their true and correct contents. The Cloopen\n\nDefendants deny that Plaintiff\u2019s selective description of disclosures contained in the Offering\n\nDocuments and/or March 26, 2021 Form 6-K is complete or presented with full context, and\n\ndeny Plaintiff\u2019s characterization of the disclosures. Except as expressly admitted herein, the\n\nCloopen Defendants deny each and every remaining allegation in paragraph 5.\n\n 6. The allegations in paragraph 6 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary and to the extent that the\nallegations contained in paragraph 6 purport to quote and/or characterize disclosures contained\n\nin the Offering Documents, the Offering Documents speak for themselves, and the Cloopen\n\nDefendants respectfully refer to the Offering Documents for their true and correct contents. The\n\nCloopen Defendants deny that Plaintiff\u2019s selective description of disclosures contained in the\n\nOffering Documents is complete or presented with full context, and deny Plaintiff\u2019s\n\ncharacterization of the disclosures. The Cloopen Defendants otherwise deny each and every\n\nallegation in paragraph 6, and specifically deny that the Offering Documents represented that\n\nCloopen\u2019s \u201cland and expand\u201d strategy was effective at the time of the IPO.\n\n 7. The allegations in paragraph 7 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\nnecessary and to the extent that the allegations contained in paragraph 7 purport to quote and/or\n\ncharacterize disclosures contained in the Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\ndisclosures contained in the Offering Documents is complete or presented with full context, and\n\n\n\n\n 4\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 6 of 65\n\n\n\n\ndeny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants otherwise deny\n\neach and every allegation in paragraph 7.\n\n 8. To the extent that the allegations contained in paragraph 8 purport to quote and/or\n\ncharacterize disclosures contained in Cloopen\u2019s Offering Documents and/or Cloopen\u2019s Annual\n\nReport for FY 2020 on Form 20-F that Cloopen filed with the SEC on May 10, 2021 (the\n\n\u201cFY2020 Annual Report\u201d or \u201cAnnual Report\u201d), these documents speak for themselves, and the\n\nCloopen Defendants respectfully refer to the documents for their true and correct contents. The\n\nCloopen Defendants deny that Plaintiff\u2019s selective description of disclosures contained in these\n\ndocuments is complete or presented with full context, and deny Plaintiff\u2019s characterization of the\ndisclosures. The Cloopen Defendants admit that the Company\u2019s dollar-based net customer\n\nretention rate illustrates Cloopen\u2019s ability to increase revenue generated from its existing\n\ncustomer base in relation to solutions that Cloopen offers on a recurring basis. The Cloopen\n\nDefendants further admit that Cloopen\u2019s dollar-based net customer retention rate experienced a\n\ndecline in Q4 2020; that Cloopen\u2019s Offering Documents disclosed that the Company\u2019s dollar-\n\nbased net customer retention rate in relation to solutions Cloopen offers on a recurring basis for\n\nthe first nine months of FY 2020 ended September 30, 2020 was 94.7%; and that Cloopen\u2019s\n\nFY2020 Annual Report disclosed that the Company\u2019s dollar-based net customer retention rate in\n\nrelation to solutions that Cloopen offers on a recurring basis for FY 2020 was 86.8%. The\n\nremaining allegations in paragraph 8 contain Plaintiff\u2019s characterizations and/or legal\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 8.\n\n 9. The allegations in paragraph 9 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary and to the extent that the allegations contained in paragraph 9 purport to quote and/or\n\ncharacterize disclosures contained in the Offering Documents, the Offering Documents speak for\n\n\n\n\n 5\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 7 of 65\n\n\n\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\ndisclosures contained in the Offering Documents is complete or presented with full context, and\n\ndeny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants otherwise deny\n\neach and every allegation in paragraph 9.\n\n 10. The allegations in paragraph 10 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary and to the extent that the allegations contained in paragraph 10 purport to quote and/or\n\ncharacterize disclosures contained in the Offering Documents, the March 26, 2021 Form 6-K,\nand/or the FY2020 Annual Report, those documents speak for themselves, and the Cloopen\n\nDefendants respectfully refer to those documents for their true and correct contents. The Cloopen\n\nDefendants deny that Plaintiff\u2019s selective description of disclosures contained in those documents\n\nis complete or presented with full context, and deny Plaintiff\u2019s characterization of the disclosures.\n\nThe Cloopen Defendants otherwise deny each and every allegation in paragraph 10.\n\n 11. The Cloopen Defendants admit that the allegations contained in paragraph 11\n\npurport to quote and/or characterize information contained in Item 303 of SEC Regulation S-K,\n\n17 C.F.R. \u00a7 229.303. Item 303 of SEC Regulation S-K speaks for itself, and the Cloopen\n\nDefendants respectfully refer to SEC Regulation S-K for its true and correct contents. The\n\nCloopen Defendants deny that Plaintiff\u2019s selective quotation is complete or presented with full\ncontext and deny Plaintiff\u2019s characterization of statements purportedly contained in SEC\n\nRegulation S-K. The allegations in paragraph 11 also contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every allegation in paragraph 11 except as expressly admitted herein.\n\n 12. The Cloopen Defendants admit that the allegations contained in paragraph 12\n\npurport to quote and/or characterize information contained in Item 105 of SEC Regulation S-K,\n\n\n\n\n 6\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 8 of 65\n\n\n\n\n17 C.F.R. \u00a7 229.105. Item 105 of SEC Regulation S-K speaks for itself, and the Cloopen\n\nDefendants respectfully refer to it for its true and correct contents. The Cloopen Defendants deny\n\nthat Plaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in SEC Regulation S-K. The allegations in\n\nparagraph 12 also contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, and except as expressly\n\nadmitted herein, the Cloopen Defendants deny each and every remaining allegation in paragraph\n\n12.\n\n 13. The Cloopen Defendants admit that on March 26, 2021, Cloopen filed its Form\n6-K with the SEC announcing its unaudited financial results for Q4 and FY 2020. The Cloopen\n\nDefendants deny Plaintiff\u2019s characterization of that announcement. To the extent that the\n\nallegations contained in paragraph 13 purport to characterize investors\u2019 and/or analysts\u2019 state of\n\nmind, the Cloopen Defendants lack knowledge and information sufficient to form a belief as to\n\nthe truth of such allegations and, on that basis, deny the allegations. To the extent that the\n\nallegations contained in paragraph 13 purport to quote and/or characterize disclosures contained\n\nin Cloopen\u2019s March 26, 2021 Form 6-K, the Form 6-K speaks for itself, and the Cloopen\n\nDefendants respectfully refer to the Form 6-K for its true and correct contents. The Cloopen\n\nDefendants deny that Plaintiff\u2019s selective description of the Form 6-K is complete or presented\n\nwith full context and deny Plaintiff\u2019s characterization of disclosures purportedly contained in the\nForm 6-K. The Cloopen Defendants admit that the March 26, 2021 Form 6-K disclosed that the\n\nCompany\u2019s Q4 2020 revenues were $39.6 million; that the Form 6-K disclosed that the\n\nCompany\u2019s net loss for Q4 2020 was RMB305.4 million (US$46.8 million), representing a\n\n466.9% increase when compared to Q4 2019; that the Form 6-K disclosed that the Company\u2019s\n\noperating expenses for Q4 2020 were RMB180.4 million (US$27.6 million), representing a\n\n30.0% increase when compared to Q4 2019; that the Form 6-K disclosed that the change in net\n\n\n\n\n 7\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 9 of 65\n\n\n\n\nloss for Q4 2020 was in part due to a RMB224.8 million (US$34.4 million) increase in the change\n\nin fair value of warrant liabilities; and that the Form 6-K disclosed that the general and\n\nadministrative expenses increased by 59.2% in Q4 2020 compared to Q4 2019 due to, in part, an\n\nincrease in the provision for doubtful accounts resulting from increased accounts receivables.\n\nExcept as expressly admitted herein, the Cloopen Defendants deny each and every allegation in\n\nparagraph 13.\n\n 14. To the extent that paragraph 14 contains allegations concerning Cloopen\u2019s stock\n\nprice, the Cloopen Defendants refer to public records of such stock prices. The Cloopen\n\nDefendants admit that the price of Cloopen\u2019s ADSs fell 18.5% from $14.42 per ADS at close of\nMarch 25, 2021 to $11.75 per ADS at close of March 26, 2021. The remaining allegations in\n\nparagraph 14 contain Plaintiff\u2019s characterizations as to which no response is required. To the\n\nextent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 14.\n\n 15. The allegations in paragraph 15 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary and to the extent that the allegations contained in paragraph 15 purport to quote and/or\n\ncharacterize disclosures contained in the March 26, 2021 Form 6-K or the investor conference\n\ncall related to that March 26, 2021 Form 6-K, the Form 6-K and conference call transcript speak\n\nfor themselves, and the Cloopen Defendants respectfully refer to those documents for their true\nand correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\ndisclosures contained in the March 26, 2021 Form 6-K and/or conference call transcript is\n\ncomplete or presented with full context, and deny Plaintiff\u2019s characterization of the disclosures.\n\nThe Cloopen Defendants otherwise deny each and every allegation in paragraph 15.\n\n 16. The Cloopen Defendants admit that on May 10, 2021, Cloopen filed its FY2020\n\nAnnual Report on Form 20-F with the SEC. To the extent that the allegations contained in\n\n\n\n\n 8\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 10 of 65\n\n\n\n\nparagraph 16 purport to quote and/or characterize disclosures contained in the Annual Report,\n\nthe Annual Report speaks for itself, and the Cloopen Defendants respectfully refer to the Annual\n\nReport for its true and correct contents. The Cloopen Defendants deny Plaintiff\u2019s\n\ncharacterization of that Annual Report. The Cloopen Defendants admit that Cloopen\u2019s FY2020\n\nAnnual Report disclosed that the Company\u2019s dollar-based net customer retention rate in relation\n\nto solutions that Cloopen offers on a recurring basis for FY 2020 was 86.8%. To the extent that\n\nparagraph 16 contains allegations concerning Cloopen\u2019s stock price, the Cloopen Defendants\n\nrefer to public records of such stock prices. The Cloopen Defendants admit that the price of\n\nCloopen\u2019s ADSs fell 9.3% from $9.89 per ADS at close of May 11, 2021 to $8.97 per ADS at\nclose of May 12, 2021. The Cloopen Defendants further admit that the price of Cloopen\u2019s ADSs\n\nincreased by 3.13% following the filing of the FY2020 Annual Report from $9.59 per ADS at\n\nclose of May 10, 2021 to $9.89 per ADS at close of May 11, 2021. Except as expressly admitted\n\nherein, the Cloopen Defendants deny each and every remaining allegation in paragraph 16.\n\n 17. To the extent that paragraph 17 contains allegations concerning Cloopen\u2019s stock\n\nprice, the Cloopen Defendants refer to public records of such stock prices. The Cloopen\n\nDefendants admit that, from the IPO to the date of the filing of the Complaint on December 10,\n\n2021, the price of Cloopen\u2019s ADSs has traded as low as $3.10 per ADS and that such price\n\nrepresents a decline of approximately 80% from the $16 per ADS IPO offering price.\n\n 18. The allegations in paragraph 18 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary, the Cloopen Defendants deny\n\neach and every allegation in paragraph 18.\n\n 19. The Cloopen Defendants admit that on May 3, 2022, Cloopen announced that it\n\nhad formed an independent special committee. To the extent that the allegations contained in\n\nparagraph 19 purport to quote and/or characterize disclosures contained in that announcement,\n\n\n\n\n 9\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 11 of 65\n\n\n\n\nthe announcement speaks for itself, and the Cloopen Defendants respectfully refer to the\n\nannouncement for its true and correct contents. The Cloopen Defendants deny Plaintiff\u2019s\n\ncharacterization of that announcement. Except as expressly admitted herein, the Cloopen\n\nDefendants deny each and every remaining allegation in paragraph 19.\n\n 20. The allegations in paragraph 20 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary, the Cloopen Defendants deny the\n\nallegations in paragraph 20, except they admit that Plaintiff purports to bring claims under and\n\npursuant to the bases stated in paragraph 20.\n\n 21. The allegations in paragraph 21 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary, the Cloopen Defendants deny the\n\nallegations in paragraph 21, except they admit that Plaintiff purports to base the Court\u2019s\n\njurisdiction over this action on the bases stated in paragraph 21.\n\n 22. The allegations in paragraph 22 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary, the Cloopen Defendants deny the\n\nallegations in paragraph 22, except they admit that Plaintiff purports to base venue on the statutes\n\ncited therein.\n\n 23. The allegations in paragraph 23 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary, the Cloopen Defendants lack\n\nknowledge and information sufficient to form a belief as to the truth of the allegations contained\n\nin paragraph 23 and, on that basis, deny those allegations.\n\n 24. To the extent that the allegations contained in paragraph 24 purport to quote\n\nand/or characterize disclosures contained in the Offering Documents, the Offering Documents\n\nspeak for themselves, and the Cloopen Defendants respectfully refer to the Offering Documents\n\nfor their true and correct contents. The Cloopen Defendants admit that Cloopen\u2019s principal\n\n\n\n\n 10\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 12 of 65\n\n\n\n\nexecutive offices are located at 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main\n\nStreet, Chaoyang District, Beijing, China. The Cloopen Defendants otherwise admit the\n\nremaining allegations contained in paragraph 24.\n\n 25. The Cloopen Defendants admit that Changxun Sun (\u201cSun\u201d) founded Cloopen in\n\n2014 and has been Cloopen\u2019s CEO and Chairman of the Board since inception. The Cloopen\n\nDefendants further admit that Mr. Sun signed the Registration Statement. Except as expressly\n\nadmitted herein, the Cloopen Defendants deny each and every remaining allegation in paragraph\n\n25.\n\n 26. The Cloopen Defendants admit that Yipeng Li (\u201cLi\u201d) was, at the time of the IPO,\nCloopen\u2019s CFO and a Director on Cloopen\u2019s Board, as his appointment as a Director was\n\neffective upon the SEC\u2019s declaration of effectiveness of the Registration Statement. The Cloopen\n\nDefendants admit that Mr. Li signed the Registration Statement. Except as expressly admitted\n\nherein, the Cloopen Defendants deny each and every remaining allegation in paragraph 26.\n\n 27. Paragraph 27 contains Plaintiff\u2019s defined terms, characterizations, and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 27.\n\n 28. The Cloopen Defendants admit that Kui Zhou (\u201cZhou\u201d) was, at the time of the IPO,\n\na Director on Cloopen\u2019s Board. The Cloopen Defendants admit that Mr. Zhou signed the\n\nRegistration Statement. Except as expressly admitted herein, the Cloopen Defendants deny each\n\nand every remaining allegation in paragraph 28.\n\n 29. The Cloopen Defendants admit that Qingsheng Zheng (\u201cZheng\u201d) was, at the time\n\nof the IPO, a Director on Cloopen\u2019s Board. The Cloopen Defendants admit that Mr. Zheng\n\nsigned the Registration Statement. Except as expressly admitted herein, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 29.\n\n\n\n\n 11\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 13 of 65\n\n\n\n\n 30. The Cloopen Defendants admit that Xiaodong Liang (\u201cLiang\u201d) was, at the time\n\nof the IPO, a Director on Cloopen\u2019s Board. The Cloopen Defendants admit that Mr. Liang signed\n\nthe Registration Statement. Except as expressly admitted herein, the Cloopen Defendants deny\n\neach and every remaining allegation in paragraph 30.\n\n 31. The Cloopen Defendants admit that Zi Yang (\u201cYang\u201d) was, at the time of the IPO,\n\na Director on Cloopen\u2019s Board. The Cloopen Defendants admit that Mr. Yang signed the\n\nRegistration Statement. Except as expressly admitted herein, the Cloopen Defendants deny each\n\nand every remaining allegation in paragraph 31.\n\n 32. The Cloopen Defendants admit that Ming Liao (\u201cLiao\u201d) was, at the time of the\n\nIPO, a Director on Cloopen\u2019s Board. The Cloopen Defendants admit that Mr. Liao signed the\n\nRegistration Statement. Except as expressly admitted herein, the Cloopen Defendants deny each\n\nand every remaining allegation in paragraph 32.\n\n 33. The Cloopen Defendants admit that Feng Zhu (\u201cZhu\u201d) was, at the time of the IPO,\n\na Director on Cloopen\u2019s Board. The Cloopen Defendants admit that Mr. Zhu signed the\n\nRegistration Statement. Except as expressly admitted herein, the Cloopen Defendants deny each\n\nand every remaining allegation in paragraph 33.\n\n 34. The Cloopen Defendants admit that Lok Yan Hui (\u201cHui\u201d) was, at the time of the\n\nIPO, a Director on Cloopen\u2019s Board. The Cloopen Defendants admit that Ms. Hui signed the\nRegistration Statement. Except as expressly admitted herein, the Cloopen Defendants deny each\n\nand every remaining allegation in paragraph 34.\n\n 35. The Cloopen Defendants admit that Jianhong Zhou (\u201cJ. Zhou\u201d) was, at the time\n\nof the IPO, a Director on Cloopen\u2019s Board. The Cloopen Defendants admit that Mr. J. Zhou\n\nsigned the Registration Statement. Except as expressly admitted herein, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 35.\n\n\n\n\n 12\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 14 of 65\n\n\n\n\n 36. The Cloopen Defendants admit that Ching Chiu (\u201cChiu\u201d) was, at the time of the\n\nIPO, a Director on Cloopen\u2019s Board until his resignation from the Board effective May 18, 2022.\n\nThe Cloopen Defendants admit that Mr. Chiu signed the Registration Statement. Except as\n\nexpressly admitted herein, the Cloopen Defendants deny each and every remaining allegation in\n\nparagraph 36.\n\n 37. The Cloopen Defendants admit the allegations in paragraph 37.\n\n 38. The Cloopen Defendants admit the allegations in paragraph 38.\n\n 39. The Cloopen Defendants admit that Yunhao Liu (\u201cLiu\u201d) was named in the\n\nRegistration Statement as his appointment as a Director was effective upon the SEC\u2019s declaration\n\nof effectiveness of the Registration Statement, and that he served as a Director until his resignation\n\nfrom the Board effective May 18, 2022.\n\n 40. The Cloopen Defendants admit that Cogency Global was Cloopen\u2019s authorized\n\nU.S. representative for purposes of the IPO and that Ms. DeVries signed the Registration\n\nStatement on behalf of Cogency Global. The remaining allegations in paragraph 40 contain legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants lack knowledge and information sufficient to form a belief\n\nas to the truth of the remaining allegations contained in paragraph 40 as to Cogency Global and\n\nMs. DeVries and, on that basis, deny each and every remaining allegation in paragraph 40 except\nthose expressly admitted herein.\n\n 41. The Cloopen Defendants admit that Messrs. Sun, Li, Zhou, Zheng, Liang, Yang,\n\nLiao, Zhu, J. Zhou, and Chiu and Mses. Hui and DeVries each signed the Registration Statement.\n\nThe Cloopen Defendants further admit, based on information and belief, that Messrs. Sun and Li\n\ncontributed to the IPO and Registration Statement, met with potential investors, and attended\n\nroad shows. The Cloopen Defendants further admit, based on information and belief, that certain\n\n\n\n\n 13\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 15 of 65\n\n\n\n\nof Messrs. Sun, Li, Zhou, Zheng, Liang, Yang, Liao, Zhu, J. Zhou, and Chiu and Ms. Hui\n\nparticipated in planning and contributing to the IPO and Registration Statement and hiring the\n\nunderwriters. The remaining allegations in Paragraph 41 contain Plaintiff\u2019s defined terms,\n\ncharacterizations, and/or legal conclusions as to which no response is required. To the extent\n\nthat a response is deemed necessary, the Cloopen Defendants deny each and every remaining\n\nallegation in paragraph 41 except as expressly admitted herein.\n\n 42. The Cloopen Defendants admit the allegations in paragraph 42.\n\n 43. The Cloopen Defendants admit the allegations in paragraph 43.\n\n 44. The Cloopen Defendants admit the allegations in paragraph 44.\n\n 45. The Cloopen Defendants deny the allegations in paragraph 45 as Tiger Brokers\n\n(NZ) Limited received no allocation of ADSs at the time of the IPO and thus did not act as an\n\nunderwriter for Cloopen\u2019s IPO.\n\n 46. The Cloopen Defendants deny the allegations in paragraph 46 as Futu Inc.\n\nreceived no allocation of ADSs at the time of the IPO and thus did not act as an underwriter for\n\nCloopen\u2019s IPO.\n\n 47. The Cloopen Defendants admit that certain Underwriter Defendants acted as\n\nunderwriters for Cloopen\u2019s IPO, but certain other Underwriter Defendants received no allocation\n\nof ADSs at the time of the IPO. The Cloopen Defendants further admit that certain Underwriter\n\nDefendants arranged a road show for Cloopen\u2019s IPO. Except as expressly admitted herein, the\n\nCloopen Defendants deny each and every remaining allegation in paragraph 47.\n\n 48. To the extent that the allegations contained in paragraph 48 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents or the Underwriting Agreement (filed as\n\nExhibit 1.1 to the Registration Statement), the documents speak for themselves, and the Cloopen\n\n\n\n\n 14\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 16 of 65\n\n\n\n\nDefendants respectfully refer to the Offering Documents and Underwriting Agreement for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\nthe disclosures contained in the Offering Documents and Underwriting Agreement is complete or\n\npresented with full context, and deny Plaintiff\u2019s characterization of the disclosures. The Cloopen\n\nDefendants admit that certain Underwriter Defendants acquired the ADSs with an underwriting\n\ndiscount at the time of the IPO, and that certain other Underwriter Defendants received no\n\nallocation of ADSs at the time of the IPO. The remaining allegations in paragraph 48 contain\n\nPlaintiff\u2019s characterizations and/or legal conclusions as to which no response is required. To the\n\nextent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 48 except as otherwise admitted herein.\n\n 49. To the extent that the allegations contained in paragraph 49 and its subsections\n\npurport to characterize information disclosed in Cloopen\u2019s Offering Documents or the\n\nUnderwriting Agreement, the documents speak for themselves, and the Cloopen Defendants\n\nrespectfully refer to the Offering Documents and Underwriting Agreement for their true and\n\ncorrect contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of the\n\ndisclosures contained in the Offering Documents and Underwriting Agreement is complete or\n\npresented with full context, and deny Plaintiff\u2019s characterization of the disclosures.\n\n The Cloopen Defendants admit that certain of the Underwriter Defendants served as\nunderwriters of the IPO, that certain Underwriter Defendants acquired the ADSs with an\n\nunderwriting discount at the time of the IPO, and that certain other Underwriter Defendants\n\nreceived no allocation of ADSs at the time of the IPO. The Cloopen Defendants further admit\n\nthat certain Underwriter Defendants arranged a road show prior to the IPO and that the\n\nUnderwriter Defendants and Cloopen are parties to an Underwriting Agreement, which contains\n\n\n\n\n 15\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 17 of 65\n\n\n\n\nan indemnification provision, and refer to the Underwriting Agreement for its true and correct\n\ncontents. The remaining allegations in paragraph 49 contain Plaintiff\u2019s characterizations and/or\n\nlegal conclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 49\n\nexcept as otherwise admitted herein.\n\n 50. To the extent that the allegations contained in paragraph 50 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\ndisclosures contained in the Offering Documents is complete or presented with full context, and\n\ndeny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants admit that Cloopen\n\nbegan providing cloud-based communications solutions in 2014; that the Company primarily\n\noperates its business through Beijing Ronglian Yitong Information Technology Co. Ltd., or\n\nRonglian Yitong; and that, as of the IPO, Ronglian Yitong was owned 71.01% by Mr. Sun and\n\n26.46% by Mr. J. Zhou. The remaining allegations in paragraph 50 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants deny each and every remaining\n\nallegation in paragraph 50 except as expressly admitted herein.\n\n 51. To the extent that the allegations contained in paragraph 51 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants otherwise admit the allegations in paragraph\n\n51.\n\n\n\n\n 16\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 18 of 65\n\n\n\n\n 52. To the extent that the allegations contained in paragraph 52 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\ndisclosures contained in the Offering Documents is complete or presented with full context, and\n\ndeny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants otherwise admit\n\nthe allegations in paragraph 52 to the extent that they speak of Cloopen\u2019s operations and business\n\nstrategy as of the time of the IPO. Except as expressly admitted herein, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 52.\n 53. To the extent that the allegations contained in paragraph 53 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents and/or the FY2020 Annual Report, the\n\ndocuments speak for themselves, and the Cloopen Defendants respectfully refer to the Offering\n\nDocuments and/or Annual Report for their true and correct contents. The Cloopen Defendants\n\ndeny that Plaintiff\u2019s selective description of disclosures contained in the Offering Documents\n\nand/or Annual Report is complete or presented with full context, and deny Plaintiff\u2019s\n\ncharacterization of the disclosures. The Cloopen Defendants admit that, as it disclosed in the\n\nOffering Documents, in the years leading up to the IPO, Cloopen experienced growth. The\n\nCloopen Defendants further admit that Cloopen\u2019s Offering Documents and/or Annual Report\n\ndisclosed that the Company had an active customer base of over 10,200, 11,500, and 13,000\nenterprises, as of December 31 of 2018, 2019, and 2020, respectively. Except as expressly\n\nadmitted herein, the Cloopen Defendants deny each and every remaining allegation in paragraph\n\n53.\n\n 54. The Cloopen Defendants admit that the allegations contained in paragraph 54\n\npurport to quote and/or characterize disclosures contained in Cloopen\u2019s Offering Documents.\n\nThe Offering Documents speak for themselves, and the Cloopen Defendants respectfully refer to\n\n\n\n\n 17\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 19 of 65\n\n\n\n\nthe Offering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective description of disclosures contained in the Offering Documents is complete\n\nor presented in its full context, deny Plaintiff\u2019s emphasis added with bold and italics, and deny\n\nPlaintiff\u2019s characterization of the disclosures. The Cloopen Defendants admit that the\n\nCompany\u2019s dollar-based net customer retention rate illustrates Cloopen\u2019s ability to increase\n\nrevenue generated from its existing customer base in relation to solutions that Cloopen offers on\n\na recurring basis. The remaining allegations in paragraph 54 contain Plaintiff\u2019s characterizations\n\nand/or legal conclusions as to which no response is required. To the extent that a response is\n\ndeemed necessary, the Cloopen Defendants deny each and every remaining allegation in\nparagraph 54.\n\n 55. To the extent that the allegations contained in paragraph 55 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, Form 6-K, and/or FY2020 Annual\n\nReport, all are documents that speak for themselves, and the Cloopen Defendants respectfully\n\nrefer to the Offering Documents, Form 6-K, and/or FY2020 Annual Report for their true and\n\ncorrect contents. The Cloopen Defendants admit that Cloopen\u2019s Offering Documents disclosed\n\nthat the Company\u2019s dollar-based net customer retention rate in relation to solutions Cloopen\n\noffers on a recurring basis for FY 2018, FY 2019, and the nine months ended September 30, 2020\n\nwas 135.7%, 102.7%, and 94.7%, respectively. The Cloopen Defendants admit that Cloopen\u2019s\n\nFY2020 Annual Report disclosed that the Company\u2019s dollar-based net customer retention rate in\nrelation to solutions that Cloopen offers on a recurring basis for FY 2020 was 86.8%. The\n\nremaining allegations in paragraph 55 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 55.\n\n 56. The allegations in paragraph 56 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\n\n\n\n 18\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 20 of 65\n\n\n\n\nnecessary and to the extent that the allegations contained in paragraph 56 purport to quote and/or\n\ncharacterize disclosures contained in the Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\ndisclosures contained in the Offering Documents is complete or presented with full context, and\n\ndeny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants otherwise deny\n\neach and every allegation in paragraph 56.\n\n 57. To the extent that the allegations contained in paragraph 57 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speak for\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\ndisclosures contained in the Offering Documents is complete or presented with full context, and\n\ndeny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants admit that, as\n\nCloopen disclosed in the Offering Documents, in October 2019, Cloopen issued warrants with\n\nrights to purchase 6,112,570 Series E preferred shares for $15 million.\n\n 58. To the extent that the allegations contained in paragraph 58 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\ndisclosures contained in the Offering Documents is complete or presented with full context, and\n\ndeny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants otherwise admit that\n\nthe Offering Documents disclosed that, in March 2020 and July 2020, Cloopen issued additional\n\nwarrants to the Series E warrant holders with rights to purchase an aggregate of 314,274 series E\n\npreferred shares at nominal value for anti-dilution purpose. The Cloopen Defendants further admit\n\n\n\n\n 19\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 21 of 65\n\n\n\n\nthat the Offering Documents disclosed that, in March 2020, Cloopen issued 3,706,745 pre-offering\n\nClass A ordinary shares to Kastle Limited at nominal consideration; that in July 2020, Cloopen\n\nissued 3,036,187 pre-offering Class A ordinary shares to Kastle Limited at nominal consideration;\n\nand that in July 2020, Cloopen issued 464,900 pre-offering Class A ordinary shares to Will\n\nHunting Capital Fund I, L.P. at the consideration of $1,140,864.60.\n\n 59. To the extent that the allegations contained in paragraph 59 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speaks for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\ntrue and correct contents. The Cloopen Defendants otherwise admit the allegations in paragraph\n\n59.\n\n 60. The allegations in paragraph 60 contain accounting and/or legal conclusions as to\n\nwhich no response is required. To the extent that a response is deemed necessary and to the\n\nextent that the allegations contained in paragraph 60 purport to quote and/or characterize\n\ndisclosures contained in Cloopen\u2019s Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description of\n\ndisclosures contained in the Offering Documents is complete or presented with full context, and\n\ndeny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants otherwise deny\n\neach and every allegation in paragraph 60.\n 61. To the extent that the allegations contained in paragraph 61 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants otherwise admit that the Offering Documents\n\ndisclosed that the Series E warrants were exercised in full in November 2020 and that Cloopen\n\n\n\n\n 20\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 22 of 65\n\n\n\n\nrecorded the fair value of the Series E Redeemable Convertible Preferred Shares underlying the\n\nSeries E warrants, as of September 30, 2020, at $2.70 per share.\n\n 62. To the extent that the allegations contained in paragraph 62 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants otherwise admit that the Series F warrant\n\nwas exercised in full in January 2021 and that Cloopen did not record the fair value of the Series\n\nF Redeemable Convertible Preferred Shares underlying the Series F warrant in the Offering\n\nDocuments. The Cloopen Defendants deny that Cloopen had any obligation to report the fair\nvalue of the Series F Redeemable Convertible Preferred Shares underlying the Series F warrants\n\nin the Offering Documents because (i) the Series F warrant was issued in Q4 2020 and exercised\n\nin Q1 2021, and (ii) the Offering Documents were expressly and properly limited to Q3 2020\n\nfinancials because Q4 financials had not been released or reported at the time of the IPO. Except\n\nas expressly admitted herein, the Cloopen Defendants deny each and every remaining allegation\n\nin paragraph 62.\n\n 63. To the extent that the allegations contained in paragraph 63 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speak for\n\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants otherwise deny the allegations contained in\n\nparagraph 63.\n\n 64. The Cloopen Defendants admit that on November 13, 2020, Cloopen filed a draft\n\nregistration statement on Form F-1 with the SEC in connection with the IPO. That draft\n\nregistration statement is publicly available on the SEC\u2019s website.\n\n\n\n\n 21\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 23 of 65\n\n\n\n\n 65. The Cloopen Defendants admit that on December 10, 2020, the SEC delivered a\n\nletter addressed to Mr. Sun. The Cloopen Defendants admit that the allegations contained in\n\nparagraph 65 purport to quote and/or characterize disclosures contained in the SEC\u2019s letter. The\n\nletter speaks for itself, and the Cloopen Defendants respectfully refer to the December 10, 2020\n\nletter for its true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective\n\ndescription of the letter is complete or presented in its full context, deny Plaintiff\u2019s emphasis\n\nadded with bold and italics, and deny Plaintiff\u2019s characterization of the letter. Except as expressly\n\nadmitted herein, the Cloopen Defendants deny each and every remaining allegation in paragraph\n\n65.\n 66. The Cloopen Defendants admit the allegations contained in paragraph 66.\n\n 67. The Cloopen Defendants admit the allegations contained in paragraph 67.\n\n 68. The Cloopen Defendants admit the allegations contained in paragraph 68.\n\n 69. The Cloopen Defendants admit the allegations contained in paragraph 69.\n\n 70. The Cloopen Defendants admit the allegations contained in paragraph 70.\n\n 71. The Cloopen Defendants admit the allegations contained in paragraph 71.\n\n 72. Paragraph 72 contains Plaintiff\u2019s legal conclusions as to which no response is\n\nrequired. To the extent that a response is deemed necessary, the Cloopen Defendants deny each\n\nand every allegation in paragraph 72.\n\n 73. The Cloopen Defendants admit that the allegations contained in paragraph 73\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\n\n\n\n 22\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 24 of 65\n\n\n\n\npurportedly contained in the Offering Documents. The remaining allegations in paragraph 73\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nallegation in paragraph 73 except as expressly admitted herein.\n\n 74. The Cloopen Defendants admit that the allegations contained in the first sentence\n\nof paragraph 74 purport to quote and/or characterize disclosures contained in the Offering\n\nDocuments. The Offering Documents speak for themselves, and the Cloopen Defendants\n\nrespectfully refer to the Offering Documents for their true and correct contents. The Cloopen\n\nDefendants deny that Plaintiff\u2019s selective quotation is complete or presented with full context\nand deny Plaintiff\u2019s characterization of statements purportedly contained in the Offering\n\nDocuments. The Cloopen Defendants admit that the FY2020 Annual Report disclosed that the\n\nfair value of the Series F Redeemable Convertible Preferred Shares underlying the Series F\n\nwarrant was recorded as $4.8 million. The Cloopen Defendants deny that Cloopen had any\n\nobligation to report the fair value of the Series F Redeemable Convertible Preferred Shares\n\nunderlying the Series F warrant in the Offering Documents because (i) the Series F warrant was\n\nissued in Q4 2020 and exercised in Q1 2021, and (ii) the Offering Documents were expressly\n\nand properly limited to Q3 2020 financials because Q4 financials had not been released or\n\nreported at the time of the IPO. The remaining allegations in paragraph 74 contain Plaintiff\u2019s\n\nlegal characterizations and/or conclusions as to which no response is required. To the extent that\na response is deemed necessary, the Cloopen Defendants deny each and every allegation in\n\nparagraph 74 except as expressly admitted herein.\n\n 75. The Cloopen Defendants admit that the allegations contained in paragraph 75\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\n\n\n\n 23\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 25 of 65\n\n\n\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The Cloopen Defendants admit that\n\nCloopen\u2019s Offering Documents disclosed that Cloopen\u2019s warrant liabilities were measured at fair\n\nvalue using unobservable inputs and categorized in Level 3 of the fair value hierarchy. The\n\nCloopen Defendants further admit that Cloopen\u2019s Offering Documents disclosed, at initial\n\nrecognition, Cloopen recorded the warrant liabilities on its consolidated balance sheets at their\n\nestimated fair value and changes in estimated fair values were included in the change in fair value\n\nof warrant liabilities on the consolidated statement of comprehensive loss or allocated to the\nproceeds from the issuance of the debt instrument to the warrants based on the warrant liabilities\u2019\n\nfair value. The Cloopen Defendants further admit that Cloopen\u2019s Offering Documents disclosed\n\nthat Cloopen\u2019s warrant liabilities are subject to remeasurement at each reporting period and that\n\nCloopen adjusted the carrying value of the warrant liabilities to fair value at the end of each\n\nreporting period utilizing the binominal option pricing model, with changes in estimated fair\n\nvalue included in the change in fair value of warrant liabilities on the consolidated statement of\n\ncomprehensive loss. The Cloopen Defendants deny each and every allegation in paragraph 75\n\nexcept as expressly admitted herein.\n\n 76. To the extent that the allegations contained in paragraph 76 purport to characterize\n\ninformation disclosed in Cloopen\u2019s Offering Documents, the Offering Documents speaks for\nthemselves, and the Cloopen Defendants respectfully refer to the Offering Documents for their\n\ntrue and correct contents. The Cloopen Defendants otherwise admit the allegations in paragraph\n\n76.\n\n 77. The allegations in paragraph 77 contain Plaintiff\u2019s legal characterizations and/or\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 77.\n\n\n\n\n 24\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 26 of 65\n\n\n\n\n 78. The Cloopen Defendants admit that the allegations contained in paragraph 78\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. Except as expressly admitted herein, the\n\nCloopen Defendants deny each and every remaining allegation in paragraph 78.\n\n 79. The Cloopen Defendants admit that the allegations contained in paragraph 79\npurport to quote and/or characterize disclosures contained in Cloopen\u2019s Offering Documents,\n\nMarch 26, 2021 Form 6-K, and FY2020 Annual Report. These documents speak for themselves,\n\nand the Cloopen Defendants respectfully refer to the Offering Documents, March 26, 2021 Form\n\n6-K, and FY2020 Annual Report for their true and correct contents. The Cloopen Defendants\n\ndeny that Plaintiff\u2019s selective quotation is complete or presented with full context, deny\n\nPlaintiff\u2019s emphasis added with bold and italics, and deny Plaintiff\u2019s characterization of\n\nstatements purportedly contained in the Offering Documents. Except as expressly admitted\n\nherein, the Cloopen Defendants deny each and every remaining allegation in paragraph 79.\n\n 80. The allegations in paragraph 80 contain Plaintiff\u2019s characterizations, accounting\n\nconclusions, and/or legal conclusions as to which no response is required. To the extent that a\nresponse is deemed necessary, the Cloopen Defendants deny each and every allegation in\n\nparagraph 80.\n\n 81. The allegations in paragraph 81 contain Plaintiff\u2019s legal characterizations and/or\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 81.\n\n\n\n\n 25\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 27 of 65\n\n\n\n\n 82. The Cloopen Defendants admit that the allegations contained in paragraph 82\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. The remaining\n\nallegations in paragraph 82 contain Plaintiff\u2019s legal characterizations and/or conclusions as to\n\nwhich no response is required. To the extent that a response is deemed necessary, the Cloopen\n\nDefendants deny each and every allegation in paragraph 82, except as expressly admitted herein.\n 83. The Cloopen Defendants admit that the allegations contained in paragraph 83\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. For these\n\nreasons, the Cloopen Defendants deny each and every remaining allegation in paragraph 83,\n\nexcept as expressly admitted herein.\n\n 84. The Cloopen Defendants admit that the allegations contained in paragraph 84\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. Except as expressly admitted herein, the\n\nCloopen Defendants deny each and every remaining allegation in paragraph 84.\n\n\n\n\n 26\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 28 of 65\n\n\n\n\n 85. The Cloopen Defendants admit that the allegations contained in paragraph 85\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. The Cloopen\n\nDefendants admit that Cloopen\u2019s Offering Documents and/or FY2020 Annual Report disclosed\n\nthat the Company\u2019s dollar-based net customer retention rate for solutions that Cloopen offers on\n\na recurring basis for the first nine months of FY 2020 ended September 30, 2020 and FY 2020\nwere 94.7%, and 86.8%, respectively. The Cloopen Defendants further admit that the dollar-\n\nbased net customer retention rate experienced a decline in Q4 2020. The Cloopen Defendants\n\ndeny that short-term change in the dollar-based net customer retention rate measures Cloopen\u2019s\n\noverall ability to \u201cexpand[] sales to existing customers.\u201d The remaining allegations in paragraph\n\n85 contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is\n\nrequired. To the extent that a response is deemed necessary, the Cloopen Defendants deny each\n\nand every remaining allegation in paragraph 85.\n\n 86. The Cloopen Defendants admit that the allegations contained in paragraph 86\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. Except as expressly admitted herein, the\n\nCloopen Defendants deny each and every remaining allegation in paragraph 86.\n\n\n\n\n 27\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 29 of 65\n\n\n\n\n 87. The Cloopen Defendants admit that the allegations contained in paragraph 87\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. The Cloopen\n\nDefendants further admit that the dollar-based net customer retention rate experienced a decline\n\nin Q4 2020. The Cloopen Defendants deny that short-term change in the dollar-based net\n\ncustomer retention rate measures (a) whether Cloopen \u201cserve[s] a diverse and loyal customer\nbase,\u201d (b) whether \u201chigh customer satisfaction and close customer relationship\u201d can \u201cfurther\n\nincrease customer loyalty,\u201d (c) the potential of Cloopen\u2019s \u201cland and expand\u201d strategy, or (d)\n\nCloopen\u2019s \u201ccross-selling\u201d and \u201cup-selling potential.\u201d The remaining allegations in paragraph 87\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 87.\n\n 88. The Cloopen Defendants admit that the allegations contained in paragraph 88\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The Cloopen Defendants further admit that\n\nthe dollar-based net customer retention rate experienced a decline in Q4 2020. The Cloopen\n\nDefendants deny that short-term change in the dollar-based net customer retention rate measures\n\n(a) whether Cloopen serves a \u201cdiverse and loyal customer base\u201d or (b) whether Cloopen\u2019s\n\n\n\n\n 28\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 30 of 65\n\n\n\n\n\u201csuperior customer support and success system [was] designed to drive customer satisfaction and\n\nexpand cross-selling and up-selling opportunities.\u201d The remaining allegations in paragraph 88\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 88.\n\n 89. The Cloopen Defendants admit that the allegations contained in paragraph 89\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The Cloopen Defendants further admit that\n\nthe dollar-based net customer retention rate experienced a decline in Q4 2020. The Cloopen\n\nDefendants deny that short-term change in the dollar-based net customer retention rate measures\n\n(a) Cloopen\u2019s ability to expand \u201csales to existing customers\u201d by \u201ccross sell[ing]\u201d and \u201cupsell[ing]\n\nour solutions\u201d or (b) the growth of the current overall customer base. The remaining allegations\n\nin paragraph 89 contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 89.\n 90. The Cloopen Defendants admit that the allegations contained in paragraph 90\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\n\n\n\n 29\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 31 of 65\n\n\n\n\npurportedly contained in the Offering Documents. The Cloopen Defendants further admit that\n\nthe dollar-based net customer retention rate experienced a decline in Q4 2020. The Cloopen\n\nDefendants deny that short-term change in the dollar-based net customer retention rate measures\n\n(a) Cloopen\u2019s overall \u201crobust growth in recent years\u201d or (b) Cloopen\u2019s overall ability to provide\n\n\u201c[r]eliable customer experience\u201d and \u201cconsistently high service levels.\u201d The remaining\n\nallegations in paragraph 90 contain Plaintiff\u2019s characterizations and/or legal conclusions as to\n\nwhich no response is required. To the extent that a response is deemed necessary, the Cloopen\n\nDefendants deny each and every remaining allegation in paragraph 90.\n\n 91. The Cloopen Defendants admit that the allegations contained in paragraph 91\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. The remaining\n\nallegations in paragraph 91 contain Plaintiff\u2019s characterizations and/or legal conclusions as to\n\nwhich no response is required. To the extent that a response is deemed necessary, the Cloopen\n\nDefendants deny each and every remaining allegation in paragraph 91.\n\n 92. The Cloopen Defendants admit that the allegations contained in paragraph 92\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The Cloopen Defendants further admit that\n\nthe dollar-based net customer retention rate experienced a decline in Q4 2020. The Cloopen\n\n\n\n\n 30\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 32 of 65\n\n\n\n\nDefendants deny that short-term change in the dollar-based net customer retention rate measures\n\nCloopen\u2019s overall ability to retain customers. The remaining allegations in paragraph 92 contain\n\nPlaintiff\u2019s characterizations and/or legal conclusions as to which no response is required. To the\n\nextent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 92.\n\n 93. The Cloopen Defendants admit that the allegations contained in paragraph 93\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The remaining allegations in paragraph 93\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 93.\n\n 94. The Cloopen Defendants admit that the allegations contained in paragraph 94\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The remaining allegations in paragraph 94\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 94.\n\n\n\n\n 31\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 33 of 65\n\n\n\n\n 95. The Cloopen Defendants admit that the allegations contained in paragraph 95\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The Cloopen Defendants further admit that\n\nthe dollar-based net customer retention rate experienced a decline in Q4 2020. The Cloopen\n\nDefendants deny that short-term change in the dollar-based net customer retention rate reflects a\nfailure to provide high quality customer support. The remaining allegations in paragraph 95\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 95.\n\n 96. The Cloopen Defendants admit that the allegations contained in paragraph 96\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\npurportedly contained in the Offering Documents. The Cloopen Defendants further admit that\n\nthe dollar-based net customer retention rate experienced a decline in Q4 2020. The Cloopen\n\nDefendants deny that short-term change in the dollar-based net customer retention rate reflects a\n\nloss of customers or a failure to attract new customers as a result of complaints or negative\n\npublicity. The remaining allegations in paragraph 96 contain Plaintiff\u2019s characterizations and/or\n\n\n\n\n 32\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 34 of 65\n\n\n\n\nlegal conclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 96.\n\n 97. The Cloopen Defendants admit that the allegations contained in paragraph 97\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The Cloopen Defendants further admit that\nthe dollar-based net customer retention rate experienced a decline in Q4 2020. The Cloopen\n\nDefendants deny that short-term change in the dollar-based net customer retention rate reflects\n\nCloopen\u2019s overall revenue growth. The remaining allegations in paragraph 97 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants deny each and every remaining\n\nallegation in paragraph 97.\n\n 98. The Cloopen Defendants admit that the allegations contained in paragraph 98\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The Cloopen Defendants further admit that\n\nthe dollar-based net customer retention rate experienced a decline in Q4 2020. The Cloopen\n\nDefendants deny that short-term change in the dollar-based net customer retention rate measures\n\nCloopen\u2019s overall ability to \u201cexperience[] robust growth.\u201d The remaining allegations in\n\n\n\n\n 33\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 35 of 65\n\n\n\n\nparagraph 98 contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 98.\n\n 99. The Cloopen Defendants admit that the allegations contained in paragraph 99\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\npurportedly contained in the Offering Documents. The remaining allegations in paragraph 99\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 99.\n\n 100. The Cloopen Defendants admit that the allegations contained in paragraph 100\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\npurportedly contained in the Offering Documents. The remaining allegations in paragraph 100\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 100.\n\n 101. The Cloopen Defendants admit that the allegations contained in paragraph 101\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\n\n\n\n 34\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 36 of 65\n\n\n\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The Cloopen Defendants admit that the dollar-\n\nbased net customer retention rate experienced a decline in Q4 2020. The remaining allegations\n\nin paragraph 101 contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 101.\n 102. The Cloopen Defendants admit that the allegations contained in paragraph 102\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context, deny Plaintiff\u2019s\n\nemphasis added with bold and italics, and deny Plaintiff\u2019s characterization of statements\n\npurportedly contained in the Offering Documents. The remaining allegations in paragraph 102\n\ncontain Plaintiff\u2019s characterizations and/or legal conclusions as to which no response is required.\n\nTo the extent that a response is deemed necessary, the Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 102.\n 103. The Cloopen Defendants admit that the allegations contained in paragraph 103\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. The Cloopen\n\n\n\n\n 35\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 37 of 65\n\n\n\n\nDefendants admit that Cloopen\u2019s Offering Documents and/or FY2020 Annual Report disclosed\n\nthat the Company\u2019s dollar-based net customer retention rate for solutions that Cloopen offers on\n\na recurring basis for the first nine months of FY 2020 ended September 30, 2020 and FY 2020\n\nwere 94.7%, and 86.8%, respectively. The Cloopen Defendants further admit that the dollar-\n\nbased net customer retention rate experienced a decline in Q4 2020. The Cloopen Defendants\n\ndeny that short-term change in the dollar-based net customer retention rate measures (a)\n\nCloopen\u2019s overall ability to expand sales to existing customers or (b) Cloopen\u2019s overall \u201cstrong\n\ncustomer acquisition capability [and] steady revenue stream from repeat customers.\u201d The\n\nremaining allegations in paragraph 103 contain Plaintiff\u2019s characterizations and/or legal\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 103.\n\n 104. The Cloopen Defendants admit that the allegations contained in paragraph 104\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. The remaining\n\nallegations in paragraph 104 contain Plaintiff\u2019s characterizations and/or legal conclusions as to\n\nwhich no response is required. To the extent that a response is deemed necessary, the Cloopen\nDefendants deny each and every remaining allegation in paragraph 104.\n\n 105. The Cloopen Defendants admit that the allegations contained in paragraph 105\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\n\n\n\n 36\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 38 of 65\n\n\n\n\ncharacterization of statements purportedly contained in the Offering Documents. The Cloopen\n\nDefendants admit that the Offering Documents disclosed that Cloopen had accounts receivables\n\nof RMB 150.3 million as of December 31, 2018, RMB 219.1 million ($32.3 million) as of\n\nDecember 31, 2019, and RMB 232.0 million ($34.2 million) as of September 30, 2020. The\n\nCloopen Defendants also admit that the Offering Documents disclosed that Cloopen\u2019s allowance\n\nfor doubtful accounts in relation to accounts receivable was RMB 19.3 million as of December\n\n31, 2018, RMB 22.4 million ($3.3 million) as of December 31, 2019, and RMB 31.6 million\n\n($4.7 million) as of September 30, 2020. Except as otherwise admitted herein, the Cloopen\n\nDefendants deny each and every remaining allegation in paragraph 105.\n 106. The Cloopen Defendants admit that the allegations contained in paragraph 106\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. To the extent\n\nthat the allegations contained in paragraph 106 purport to characterize analysts\u2019 state of mind,\n\nthe Cloopen Defendants lack knowledge and information sufficient to form a belief as to the truth\n\nof such allegations and, on that basis, deny the allegations. The Cloopen Defendants admit that\n\nCloopen\u2019s Form 6-K disclosed that the general and administrative expenses increased by 59.2%\nin Q4 2020 compared to Q4 2019. The remaining allegations in paragraph 106 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants deny each and every remaining\n\nallegation in paragraph 106.\n\n 107. The Cloopen Defendants admit that the allegations contained in paragraph 107\n\npurport to quote and/or characterize disclosures contained in the Offering Documents. The\n\n\n\n\n 37\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 39 of 65\n\n\n\n\nOffering Documents speak for themselves, and the Cloopen Defendants respectfully refer to the\n\nOffering Documents for their true and correct contents. The Cloopen Defendants deny that\n\nPlaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in the Offering Documents. The remaining\n\nallegations in paragraph 107 contain Plaintiff\u2019s characterizations and/or legal conclusions as to\n\nwhich no response is required. To the extent that a response is deemed necessary, the Cloopen\n\nDefendants deny each and every remaining allegation in paragraph 107.\n\n 108. The allegations in paragraph 108 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\ndeny each and every allegation in paragraph 108.\n\n 109. The Cloopen Defendants admit that the allegations contained in paragraph 109\n\npurport to quote and/or characterize information contained in Item 303 of SEC Regulation S-K,\n\n17 C.F.R. \u00a7 229.303. Item 303 of SEC Regulation S-K speaks for itself, and the Cloopen\n\nDefendants respectfully refer to it for its true and correct contents. The Cloopen Defendants deny\n\nthat Plaintiff\u2019s selective quotation is complete or presented with full context and deny Plaintiff\u2019s\n\ncharacterization of statements purportedly contained in SEC Regulation S-K. The allegations in\n\nparagraph 109 also contain legal conclusions as to which no response is required. To the extent\n\nthat a response is deemed necessary, the Cloopen Defendants deny each and every allegation in\n\nparagraph 109 except as expressly admitted herein.\n 110. The Cloopen Defendants admit that the allegations contained in paragraph 110\n\npurport to quote and/or characterize information contained in the 1989 Interpretive Release\n\npublished by the SEC regarding the disclosure of Management\u2019s Discussion and Analysis of\n\nFinancial Condition and Results of Operations. The 1989 Interpretive Release speaks for itself,\n\nand the Cloopen Defendants respectfully refer to that publication for its true and correct contents.\n\nThe Cloopen Defendants deny that Plaintiff\u2019s selective quotation is complete or presented with\n\n\n\n\n 38\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 40 of 65\n\n\n\n\nfull context and deny Plaintiff\u2019s characterization of statements purportedly contained in that\n\npublication. The allegations in paragraph 110 also contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every allegation in paragraph 110 except as expressly admitted herein.\n\n 111. The allegations in paragraph 111 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 111.\n\n 112. The allegations in paragraph 112 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 112.\n\n 113. The Cloopen Defendants admit that the allegations contained in paragraph 113\n\npurport to quote and/or characterize information contained in Item 105 of SEC Regulation S-K,\n\n17 C.F.R. \u00a7 229.105. Item 105 of SEC Regulation S-K speaks for itself, and the Cloopen\n\nDefendants respectfully refer to this text for its true and correct contents. The Cloopen\n\nDefendants deny that Plaintiff\u2019s selective quotation is complete or presented with full context\n\nand deny Plaintiff\u2019s characterization of statements purportedly contained in SEC Regulation S-\n\nK. The allegations in paragraph 113 also contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 113.\n 114. The allegations in paragraph 114 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 114.\n\n 115. The Cloopen Defendants admit that on March 26, 2021, Cloopen filed its Form\n\n6-K with the SEC announcing its unaudited financial results for Q4 and FY 2020. The Cloopen\n\nDefendants deny Plaintiff\u2019s characterization of that announcement. To the extent that the\n\n\n\n\n 39\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 41 of 65\n\n\n\n\nallegations contained in paragraph 115 purport to characterize investors\u2019 state of mind, the\n\nCloopen Defendants lack knowledge and information sufficient to form a belief as to the truth of\n\nsuch allegations and, on that basis, deny the allegations. Except as expressly admitted herein,\n\nthe Cloopen Defendants deny each and every allegation in paragraph 115.\n\n 116. The Cloopen Defendants admit the allegations contained in paragraph 116 purport\n\nto quote and/or characterize disclosures contained in Cloopen\u2019s March 26, 2021 Form 6-K. The\n\nForm 6-K speaks for itself, and the Cloopen Defendants respectfully refer to the Form 6-K for\n\nits true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description\n\nof the Form 6-K is complete or presented with full context, deny Plaintiff\u2019s emphasis added with\nbold and italics, and deny Plaintiff\u2019s characterization of disclosures purportedly contained in the\n\nForm 6-K. The Cloopen Defendants admit that the March 26, 2021 Form 6-K disclosed that the\n\nCompany\u2019s Q4 2020 revenues were $39.6 million; that the Form 6-K disclosed that the\n\nCompany\u2019s net loss for Q4 2020 was RMB305.4 million (US$46.8 million), representing a\n\n466.9% increase when compared to Q4 2019; and that the Form 6-K disclosed that the\n\nCompany\u2019s operating expenses for Q4 2020 were RMB180.4 million (US$27.6 million),\n\nrepresenting a 30.0% increase when compared to Q4 2019. To the extent that the allegations\n\ncontained in paragraph 116 purport to characterize analysts\u2019 state of mind, the Cloopen\n\nDefendants lack knowledge and information sufficient to form a belief as to the truth of such\n\nallegations and, on that basis, deny the allegations. Except as expressly admitted herein, the\nCloopen Defendants deny each and every allegation in paragraph 116.\n\n 117. The Cloopen Defendants admit the allegations contained in paragraph 117 purport\n\nto quote and/or characterize disclosures contained in Cloopen\u2019s March 26, 2021 Form 6-K. The\n\nForm 6-K speaks for itself, and the Cloopen Defendants respectfully refer to the Form 6-K for\n\nits true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description\n\nof the Form 6-K is complete or presented with full context and deny Plaintiff\u2019s characterization\n\n\n\n\n 40\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 42 of 65\n\n\n\n\nof disclosures purportedly contained in the Form 6-K. Except as expressly admitted herein, the\n\nCloopen Defendants deny each and every allegation in paragraph 117.\n\n 118. The Cloopen Defendants admit the allegations contained in paragraph 118 purport\n\nto quote and/or characterize disclosures contained in Cloopen\u2019s March 26, 2021 Form 6-K and/or\n\ncorresponding investor conference call on the same day. The Form 6-K and conference call\n\ntranscript speak for themselves, and the Cloopen Defendants respectfully refer to those\n\ndocuments for their true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s\n\nselective description of disclosures contained in the March 26, 2021 Form 6-K and/or conference\n\ncall transcript is complete or presented with full context, and deny Plaintiff\u2019s characterization of\nthe disclosures. The Cloopen Defendants admit that the March 26, 2021 Form 6-K disclosed that\n\nthe change in net loss for Q4 2020 was in part due to a RMB224.8 million (US$34.4 million)\n\nincrease in the change in fair value of warrant liabilities and that the Form 6-K disclosed that the\n\ngeneral and administrative expenses increased by 59.2% in Q4 2020 compared to Q4 2019 due\n\nto, in part, an increase in the provision for doubtful accounts resulting from increased accounts\n\nreceivables. Except as expressly admitted herein, the Cloopen Defendants deny each and every\n\nallegation in paragraph 118.\n\n 119. The Cloopen Defendants admit the allegations contained in paragraph 119 purport\n\nto quote and/or characterize disclosures contained in Cloopen\u2019s March 26, 2021 Form 6-K. The\n\nForm 6-K speaks for itself, and the Cloopen Defendants respectfully refer to the Form 6-K for\nits true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective description\n\nof disclosures contained in the Form 6-K is complete or presented with full context, and deny\n\nPlaintiff\u2019s characterization of the disclosures. The Cloopen Defendants admit that the Form 6-K\n\ndisclosed that revenues increased by 18.1% in FY 2020. The Cloopen Defendants further admit\n\nthat the Form 6-K disclosed that net loss for FY 2020 was RMB509.1 million (US$78.0 million),\n\nrepresenting an increase of 177.5% from FY 2019 and the increase was due, in part, to a\n\n\n\n\n 41\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 43 of 65\n\n\n\n\nRMB227.5 million (US$34.9 million) increase in the change in fair value of warrant liabilities.\n\nThe Cloopen Defendants admit that the Form 6-K disclosed that the general and administrative\n\nexpenses increased by 90.1% in FY 2020 due to, in part, an increase in provision for doubtful\n\naccounts resulting from an increase in accounts receivables. Except as expressly admitted herein,\n\nthe Cloopen Defendants deny each and every allegation in paragraph 119.\n\n 120. The Cloopen Defendants admit the allegations contained in paragraph 120 purport\n\nto quote and/or characterize disclosures contained in the investor conference call corresponding\n\nto Cloopen\u2019s March 26, 2021 Form 6-K. The conference call transcript speaks for itself, and the\n\nCloopen Defendants respectfully refer to the transcript for its true and correct contents. The\nCloopen Defendants deny that Plaintiff\u2019s selective description of disclosures contained in that\n\nconference call transcript is complete or presented with full context, deny Plaintiff\u2019s emphasis\n\nadded with bold and italics, and deny Plaintiff\u2019s characterization of the disclosures. Except as\n\nexpressly admitted herein, the Cloopen Defendants deny each and every allegation in paragraph\n\n120.\n\n 121. To the extent that paragraph 121 contains allegations concerning Cloopen\u2019s stock\n\nprice, the Cloopen Defendants refer to public records of such stock prices. The Cloopen\n\nDefendants admit that the price of Cloopen\u2019s ADSs fell 18.5% from $14.42 per ADS at close of\n\nMarch 25, 2021 to $11.75 per ADS at close of March 26, 2021. The remaining allegations in\n\nparagraph 121 contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 121.\n\n 122. The Cloopen Defendants admit that on May 10, 2021, Cloopen filed its FY2020\n\nAnnual Report on a Form 20-F with the SEC. To the extent that the allegations contained in\n\nparagraph 122 purport to quote and/or characterize disclosures contained in the Annual Report,\n\nthe Annual Report speaks for itself, and the Cloopen Defendants respectfully refer to the Annual\n\n\n\n\n 42\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 44 of 65\n\n\n\n\nReport for its true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective\n\ndescription of disclosures contained in the Annual Report is complete or presented with full\n\ncontext, deny Plaintiff\u2019s emphasis added with italics, and deny Plaintiff\u2019s characterization of the\n\ndisclosures. The Cloopen Defendants admit that Cloopen\u2019s Annual Report disclosed that the\n\nCompany\u2019s dollar-based net customer retention rate for solutions that Cloopen offers on a\n\nrecurring basis for FY 2018, FY 2019, and FY 2020 were 135.7%, 102.7%, and 86.8%,\n\nrespectively. The remaining allegations in paragraph 122 contain Plaintiff\u2019s characterizations\n\nand/or legal conclusions as to which no response is required. To the extent that a response is\n\ndeemed necessary, the Cloopen Defendants deny each and every remaining allegation in\nparagraph 122.\n\n 123. To the extent that the allegations contained in paragraph 123 purport to quote\n\nand/or characterize disclosures contained in the Offering Documents and/or FY2020 Annual\n\nReport, the Offering Documents and/or Annual Report speak for themselves, and the Cloopen\n\nDefendants respectfully refer to these documents for their true and correct contents. The Cloopen\n\nDefendants deny Plaintiff\u2019s characterization of statements purportedly contained in the Offering\n\nDocuments and/or Annual Report. The Cloopen Defendants admit that the Series F warrant was\n\nissued and exercised in full on January 7, 2021. The Cloopen Defendants further admit that the\n\nAnnual Report disclosed that the fair value of the Series F Redeemable Convertible Preferred\n\nShares underlying the Series F warrant was recorded as $5.50 per share and $4.8 million in total\nand that the Series F warrant was recorded as a loss of approximately $26 million. Except as\n\nexpressly admitted herein, the Cloopen Defendants deny each and every remaining allegation in\n\nparagraph 123.\n\n 124. To the extent that paragraph 124 contains allegations concerning Cloopen\u2019s stock\n\nprice, the Cloopen Defendants refer to public records of such stock prices. The Cloopen\n\nDefendants admit that the price of Cloopen\u2019s ADSs fell 9.3% from $9.89 per ADS at close of\n\n\n\n\n 43\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 45 of 65\n\n\n\n\nMay 11, 2021 to $8.97 per ADS at close of May 12, 2021. The Cloopen Defendants further\n\nadmit that the price of Cloopen\u2019s ADSs increased by 3.13% following the filing of the FY2020\n\nAnnual Report from $9.59 per ADS at close of May 10, 2021 to $9.89 per ADS at close of May\n\n11, 2021. To the extent that the allegations contained in paragraph 124 purport to characterize\n\ninvestors\u2019 state of mind, the Cloopen Defendants lack knowledge and information sufficient to\n\nform a belief as to the truth of such allegations and, on that basis, deny the allegations. Except\n\nas expressly admitted herein, the Cloopen Defendants deny each and every remaining allegation\n\nin paragraph 124.\n\n 125. The Cloopen Defendants admit that on May 3, 2022, Cloopen announced that it\nhad formed an impendent special committee. To the extent that the allegations contained in\n\nparagraph 125 purport to quote and/or characterize disclosures contained in that announcement,\n\nthe announcement speaks for itself, and the Cloopen Defendants respectfully refer to the\n\nannouncement for its true and correct contents. Except as otherwise admitted herein, the Cloopen\n\nDefendants deny each and every remaining allegation in paragraph 125.\n\n 126. The Cloopen Defendants admit that on May 18, 2022, Cloopen announced that\n\nChiu and Liu resigned from the Board of Directors. The Cloopen Defendants further admit that\n\non May 20, 2022, Cloopen announced that it had received a letter from the New York Stock\n\nExchange. To the extent that the allegations contained in paragraph 126 purport to quote and/or\n\ncharacterize disclosures contained in those announcements, those announcements speak for\nthemselves, and the Cloopen Defendants respectfully refer to the announcements for their true\n\nand correct contents. The Cloopen Defendants deny Plaintiff\u2019s characterization of those\n\nannouncements. Except as expressly admitted herein, the Cloopen Defendants deny each and\n\nevery remaining allegation in paragraph 126.\n\n 127. The Cloopen Defendants admit that Plaintiff purports to bring this action as a class\n\naction on behalf of certain persons or entities who (a) purchased Cloopen ADSs pursuant or\n\n\n\n\n 44\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 46 of 65\n\n\n\n\ntraceable to the Registration Statement and/or (b) purchased or otherwise acquired Cloopen\n\nADSs during the Class Period and who were damaged thereby, excluding the Defendants, the\n\nofficers and directors of Cloopen, members of their immediate families and their legal\n\nrepresentatives, heirs, successors, or assigns, and any entity in which Defendants have or had a\n\ncontrolling interest. The Cloopen Defendants deny that class certification is appropriate. Except\n\nas expressly admitted herein, the Cloopen Defendants deny each and every remaining allegation\n\nin paragraph 127.\n\n 128. The allegations in paragraph 128 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\nlack knowledge and information sufficient to form a belief as to the truth of the allegations\n\nconcerning the numerosity of purported class members. The Cloopen Defendants admit that\n\nrecord owners and other members of the purported class may be identified from records\n\nmaintained by Cloopen\u2019s transfer agent. The Cloopen Defendants deny each and every\n\nremaining allegation in paragraph 128.\n\n 129. The allegations in paragraph 129 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\nlack knowledge and information sufficient to form a belief as to the truth of the allegations\n\nconcerning the purported typicality of Plaintiff\u2019s claims, and on that basis, deny the allegations.\n\nThe Cloopen Defendants deny each and every remaining allegation in paragraph 129.\n 130. The allegations in paragraph 130 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\nlack knowledge and information sufficient to form a belief as to the truth of the allegations\n\nconcerning the purported adequacy of Plaintiff, and on that basis, deny the allegations. The\n\nCloopen Defendants deny each and every remaining allegation in paragraph 130.\n\n\n\n\n 45\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 47 of 65\n\n\n\n\n 131. The allegations in paragraph 131 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\nlack knowledge and information sufficient to form a belief as to the truth of the allegations\n\nconcerning the purported predominance of common questions of law and fact as to all members\n\nof the Class, and on that basis, deny the allegations. The Cloopen Defendants deny each and\n\nevery remaining allegation in paragraph 131.\n\n 132. The allegations in paragraph 132 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\nlack knowledge and information sufficient to form a belief as to the truth of the allegations\nconcerning the purported superiority of a class action, and on that basis, deny the allegations.\n\nThe Cloopen Defendants deny each and every remaining allegation in paragraph 132.\n\n 133. The allegations in paragraph 133 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every allegation in paragraph 133.\n\n 134. The allegations in paragraph 134 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every allegation in paragraph 134.\n\n 135. The allegations in paragraph 135 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\ndeny each and every allegation in paragraph 135.\n\n 136. The allegations in paragraph 136 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary, the Cloopen Defendants deny each\n\nand every allegation in paragraph 136.\n\n 137. The allegations in paragraph 137 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary, the Cloopen Defendants deny each\n\n\n\n\n 46\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 48 of 65\n\n\n\n\nand every allegation in paragraph 137.\n\n 138. The allegations in paragraph 138 contain legal conclusions as to which no response\n\nis required. To the extent that a response is deemed necessary, the Cloopen Defendants deny each\n\nand every allegation in paragraph 138.\n\n COUNT I\n\n 139. The Cloopen Defendants repeat each and every response contained above and\n\nfurther respond as follows. The remaining allegations in paragraph 139 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants deny each and every allegation in\n\nparagraph 139 except that the Cloopen Defendants admit that Plaintiff purports to exclude and\n\ndisclaim any allegation construed as alleging fraud or intentional or reckless misconduct for\n\npurposes of this cause of action.\n\n 140. The Cloopen Defendants admit that Plaintiff purports to bring claims under\n\nSection 11 of the Securities Act, against all named Defendants. Except as expressly admitted\n\nherein, the Cloopen Defendants deny each and every remaining allegation in paragraph 140.\n\n 141. The allegations in paragraph 141 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 141.\n\n 142. The Cloopen Defendants admit that Cloopen is the registrant for the IPO. The\n\nremaining allegations in paragraph 142 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 142, except as\n\nexpressly admitted herein.\n\n 143. The Cloopen Defendants admit that the named Securities Act Individual\n\n\n\n\n 47\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 49 of 65\n\n\n\n\nDefendants either signed the Offering Documents or were named in the Offering Documents as a\n\ndirector of Cloopen at the time of filing or to become a director upon the effectiveness of the\n\nOffering Documents. The remaining allegations in paragraph 143 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants deny each and every remaining allegation\n\nin paragraph 143, except as expressly admitted herein.\n\n 144. The Cloopen Defendants admit that Ms. DeVries signed the Offering Documents\n\non behalf of Cogency Global. The remaining allegations in paragraph 144 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants lack knowledge and information\n\nsufficient to form a belief as to the truth of the remaining allegations contained in paragraph 144\n\nas to Cogency Global and Ms. DeVries and, on that basis, deny each and every remaining\n\nallegation in paragraph 144 except those expressly admitted herein.\n\n 145. The allegations in paragraph 145 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 145.\n\n 146. The allegations in paragraph 146 contain Plaintiff\u2019s characterizations and/or legal\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 146.\n\n 147. The allegations in paragraph 147 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 147.\n\n 148. The allegations in paragraph 148 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\n\n\n\n 48\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 50 of 65\n\n\n\n\nnecessary, the Cloopen Defendants lack knowledge and information sufficient to form a belief\n\nas to the truth of such allegations and, on that basis, deny the allegations.\n\n 149. The allegations in paragraph 149 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants lack knowledge and information sufficient to form a belief\n\nas to the truth of such allegations and, on that basis, deny the allegations.\n\n 150. The allegations in paragraph 150 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants lack knowledge and information sufficient to form a belief\nas to the truth of such allegations and, on that basis, deny the allegations.\n\n 151. The allegations in paragraph 151 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants lack knowledge and information sufficient to form a belief\n\nas to the truth of such allegations and, on that basis, deny the allegations.\n\n 152. The allegations in paragraph 152 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 152.\n\n COUNT II\n\n 153. The Cloopen Defendants repeat each and every response contained above and\n\nfurther respond as follows. The remaining allegations in paragraph 153 contain legal conclusions\n\nas to which no response is required. To the extent that a response is deemed necessary, the\n\nCloopen Defendants deny each and every allegation in paragraph 153 except that the Cloopen\n\nDefendants admit that Plaintiff purports to exclude and disclaim any allegation construed as\n\nalleging fraud or intentional or reckless misconduct for purposes of this cause of action.\n\n\n\n\n 49\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 51 of 65\n\n\n\n\n 154. The Cloopen Defendants admit that Plaintiff purports to bring claims under\n\nSection 15 of the Securities Act, against all named Securities Act Individual Defendants,\n\nCloopen, and Cogency Global. Except as expressly admitted herein, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 154.\n\n 155. The allegations in paragraph 155 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 155.\n\n 156. The allegations in paragraph 156 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 156.\n\n 157. The Cloopen Defendants admit that Cogency Global served as the authorized U.S.\n\nrepresentative for Cloopen. The remaining allegations in paragraph 157 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants lack knowledge and information\n\nsufficient to form a belief as to the truth of such allegations and, on that basis, deny the\n\nallegations.\n\n 158. The allegations in paragraph 158 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 158.\n COUNT III\n\n 159. The Cloopen Defendants repeat each and every response contained above and\n\nfurther respond as follows. The remaining allegations in paragraph 159 contain legal conclusions\n\nas to which no response is required. To the extent that a response is deemed necessary, the\n\nCloopen Defendants deny each and every allegation in paragraph 159 except that the Cloopen\n\nDefendants admit that Plaintiff purports to not expressly exclude and disclaim any allegation\n\n\n\n\n 50\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 52 of 65\n\n\n\n\nconstrued as alleging fraud or intentional or reckless misconduct for purposes of this cause of\n\naction.\n\n 160. The Cloopen Defendants admit that Plaintiff purports to bring claims under\n\nSection \u00a7 10(b) of the Exchange Act, 15 U.S.C. \u00a7 78j(b), and SEC Rule 10b-5, against Cloopen\n\nand Messrs. Sun and Li (collectively, the \u201cExchange Act Defendants\u201d). Except as expressly\n\nadmitted herein, the Cloopen Defendants deny each and every remaining allegation in paragraph\n\n160.\n\n 161. The allegations in paragraph 161 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 161.\n\n 162. The allegations in paragraph 162 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 162.\n\n 163. The allegations in paragraph 163 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 163.\n\n 164. The allegations in paragraph 164 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 164.\n 165. The allegations in paragraph 165 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 165.\n\n 166. The allegations in paragraph 166 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary and to the extent that the allegations contained in paragraph 166 purport to characterize\n\n\n\n\n 51\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 53 of 65\n\n\n\n\nPlaintiff\u2019s and/or other purported class members\u2019 state of mind, the Cloopen Defendants lack\n\nknowledge and information sufficient to form a belief as to the truth of such allegations and, on\n\nthat basis, deny the allegations. The Cloopen Defendants otherwise deny each and every\n\nallegation in paragraph 166.\n\n 167. The allegations in paragraph 167 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary and to the extent that the allegations contained in paragraph 167 purport to characterize\n\nPlaintiff\u2019s and/or other purported class members\u2019 state of mind, the Cloopen Defendants lack\n\nknowledge and information sufficient to form a belief as to the truth of such allegations and, on\nthat basis, deny the allegations. The Cloopen Defendants otherwise deny each and every\n\nallegation in paragraph 167.\n\n 168. The allegations in paragraph 168 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 168.\n\n 169. The allegations in paragraph 169 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 169.\n\n 170. The allegations in paragraph 170 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 170.\n\n 171. The allegations in paragraph 171 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants lack knowledge and information sufficient to form a belief\n\nas to the truth the allegations in the first sentence, and deny each and every remaining allegation.\n\n\n\n\n 52\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 54 of 65\n\n\n\n\n 172. The allegations in paragraph 172 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 172.\n\n 173. The allegations in paragraph 173 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 173.\n\n 174. The allegations in paragraph 174 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 174.\n 175. The allegations in paragraph 175 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 175.\n\n 176. The allegations in paragraph 176 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every allegation in paragraph 176.\n\n 177. The Cloopen Defendants admit that, on March 26, 2021, Cloopen filed the Form\n\n6-K with the SEC announcing its unaudited financial results for Q4 and FY 2020, which disclosed\n\ninformation regarding Cloopen\u2019s Q4 2020 revenue, accounts receivables, allowance for doubtful\n\naccounts, and warrant liabilities. The Cloopen Defendants further admit that, on May 10, 2021,\nCloopen filed the FY2020 Annual Report with the SEC, which disclosed information regarding\n\nCloopen\u2019s dollar-based net customer retention rate for FY2020. The Form 6-K and Annual\n\nReport speak for themselves, and the Cloopen Defendants respectfully refer to these documents\n\nfor their true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective\n\ndescription of disclosures contained in the documents is complete or presented with full context,\n\nand deny Plaintiff\u2019s characterization of the disclosures. To the extent that paragraph 177 contains\n\n\n\n\n 53\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 55 of 65\n\n\n\n\nallegations concerning Cloopen\u2019s stock price, the Cloopen Defendants refer to public records of\n\nsuch stock prices. The Cloopen Defendants admit that the price of Cloopen\u2019s ADSs fell 18.5%\n\nfrom $14.42 per ADS at close of March 25, 2021 to $11.75 per ADS at close of March 26, 2021.\n\nThe Cloopen Defendants further admit that the price of Cloopen\u2019s ADSs fell 9.3% from $9.89\n\nper ADS at close of May 11, 2021 to $8.97 per ADS at close of May 12, 2021. The Cloopen\n\nDefendants further admit that the price of Cloopen\u2019s ADSs increased by 3.13% following the\n\nfiling of the FY2020 Annual Report from $9.59 per ADS at close of May 10, 2021 to $9.89 per\n\nADS at close of May 11, 2021. The remaining allegations in paragraph 177 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\na response is deemed necessary, the Cloopen Defendants deny each and every allegation in\n\nparagraph 177, except as expressly admitted herein.\n\n 178. The allegations in paragraph 178 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every allegation in paragraph 178.\n\n 179. To the extent that the allegations contained in paragraph 179 purport to\n\ncharacterize information disclosed in Cloopen\u2019s Offering Documents and/or FY2020 Annual\n\nReport, these documents speak for themselves, and the Cloopen Defendants respectfully refer to\n\nthe documents for their true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s\n\nselective description of disclosures contained in the documents is complete or presented with full\ncontext, and deny Plaintiff\u2019s characterization of the disclosures. The Cloopen Defendants admit\n\nthat the Company\u2019s dollar-based net customer retention rate illustrates Cloopen\u2019s ability to\n\nincrease revenue generated from its existing customer base in relation to solutions that Cloopen\n\noffers on a recurring basis. The Cloopen Defendants further admit that the dollar-based net\n\ncustomer retention rate experienced a decline in Q4 2020. The remaining allegations in\n\nparagraph 179 contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no\n\n\n\n\n 54\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 56 of 65\n\n\n\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 179.\n\n 180. To the extent that the allegations contained in paragraph 180 purport to\n\ncharacterize information disclosed in Cloopen\u2019s Offering Documents, the Offering Documents\n\nspeak for themselves, and the Cloopen Defendants respectfully refer to the Offering Documents\n\nfor their true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective\n\nquotation is complete or presented with full context, deny Plaintiff\u2019s emphasis added with bold\n\nand italics, and deny Plaintiff\u2019s characterization of statements purportedly contained in the\n\nOffering Documents. The remaining allegations in paragraph 180 contain Plaintiff\u2019s\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants deny each and every remaining\n\nallegation in paragraph 180.\n\n 181. To the extent that the allegations contained in paragraph 181 purport to\n\ncharacterize information disclosed in Cloopen\u2019s Offering Documents, the Offering Documents\n\nspeak for themselves, and the Cloopen Defendants respectfully refer to the Offering Documents\n\nfor their true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective\n\ndescription is complete or presented with full context and deny Plaintiff\u2019s characterization of\n\nstatements purportedly contained in the Offering Documents. The remaining allegations in\n\nparagraph 181 contain Plaintiff\u2019s characterizations and/or legal conclusions as to which no\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 181.\n\n 182. The allegations in paragraph 182 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 182.\n\n\n\n\n 55\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 57 of 65\n\n\n\n\n 183. To the extent that the allegations contained in paragraph 183 purport to\n\ncharacterize information disclosed in Cloopen\u2019s Offering Documents, the Offering Documents\n\nspeak for themselves, and the Cloopen Defendants respectfully refer to the Offering Documents\n\nfor their true and correct contents. The Cloopen Defendants deny that Plaintiff\u2019s selective\n\nquotation is complete or presented with full context, deny Plaintiff\u2019s emphasis added with italics,\n\nand deny Plaintiff\u2019s characterization of statements purportedly contained in the Offering\n\nDocuments. The remaining allegations in paragraph 183 contain Plaintiff\u2019s characterizations\n\nand/or legal conclusions as to which no response is required. To the extent that a response is\n\ndeemed necessary, the Cloopen Defendants deny each and every remaining allegation in\nparagraph 183.\n\n 184. The allegations in paragraph 184 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 184.\n\n 185. The allegations in paragraph 185 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 185.\n\n 186. The allegations in paragraph 186 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 186.\n 187. The allegations in paragraph 187 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 187.\n\n 188. The allegations in paragraph 188 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 188.\n\n\n\n\n 56\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 58 of 65\n\n\n\n\n COUNT IV\n\n 189. The Cloopen Defendants repeat each and every response contained above and\n\nfurther respond as follows. The remaining allegations in paragraph 189 contain legal conclusions\n\nas to which no response is required. To the extent that a response is deemed necessary, the Cloopen\n\nDefendants deny each and every allegation in paragraph 189 except that the Cloopen Defendants\n\nadmit that Plaintiff purports to not expressly exclude and disclaim any allegation construed as\n\nalleging fraud or intentional or reckless misconduct for purposes of this cause of action.\n\n 190. The Cloopen Defendants admit that Defendants Sun and Li participated in the\noperation and management of Cloopen. The allegations in paragraph 190 contain Plaintiff\u2019s\n\ncharacterizations and/or legal conclusions as to which no response is required. To the extent that\n\na response is deemed necessary, the Cloopen Defendants deny each and every remaining\n\nallegation in paragraph 190.\n\n 191. The allegations in paragraph 191 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\n\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 191.\n\n 192. The allegations in paragraph 192 contain Plaintiff\u2019s characterizations and/or legal\n\nconclusions as to which no response is required. To the extent that a response is deemed\nnecessary, the Cloopen Defendants deny each and every remaining allegation in paragraph 192.\n\n 193. The allegations in paragraph 193 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 193.\n\n 194. The allegations in paragraph 194 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 194.\n\n\n\n\n 57\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 59 of 65\n\n\n\n\n 195. The allegations in paragraph 195 contain legal conclusions as to which no\n\nresponse is required. To the extent that a response is deemed necessary, the Cloopen Defendants\n\ndeny each and every remaining allegation in paragraph 195.\n\n ANSWER TO PRAYER FOR RELIEF\n\n Plaintiff\u2019s prayer for relief contains statements to which no responsive pleading is required.\n\nThe Cloopen Defendants deny that Plaintiff is entitled to relief, and respectfully requests that the\n\nCourt dismiss all claims with prejudice and order such further relief for the Cloopen Defendants\n\nas the Court deems just and proper. The Cloopen Defendants further deny that this action is\n\nappropriate for class action treatment.\n\n ANSWER TO JURY DEMAND\n\n The Cloopen Defendants deny the allegation of Plaintiff\u2019s demand for a jury trial, but admit\n\nthat Plaintiff purports to demand a jury trial. The Cloopen Defendants further reserves the right to\n\nchallenge this demand.\n\n GENERAL DENIAL\n\n The Cloopen Defendants deny each and every allegation, statement, heading, matter and\n\nthing in the Complaint not expressly admitted or qualified herein.\n\n AFFIRMATIVE AND OTHER DEFENSES\n\n As separate and distinct affirmative defenses, the Cloopen Defendants allege as follows:\n\n By alleging the matters set forth below, the Cloopen Defendants do not thereby allege or\n\nadmit that it has the burden of proof or the burden of persuasion with respect to any of these\n\nmatters. Furthermore, the Cloopen Defendants hereby give notice that they intend to rely upon\n\nsuch other and further defenses as may become available or apparent during pretrial proceedings\n\nin this action and hereby reserve their rights to amend their answer and assert all such defenses.\n\n\n\n\n 58\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 60 of 65\n\n\n\n\n First Defense\n\n This action is barred, in whole or in part, because the Cloopen Defendants are immune\n\nfrom liability for certain statements complained of in the Complaint under the bespeaks caution\n\ndoctrine, where certain statements were identified as forward-looking statements and\n\naccompanied by meaningful cautionary language.\n\n Second Defense\n\n This action is barred, in whole or in part, because the Cloopen Defendants are immune\n\nfrom liability for certain statements complained of in the Complaint under the bespeaks caution\n\ndoctrine, where certain forward-looking statements were made without actual knowledge of their\n\nfalsity.\n\n Third Defense\n\n This action is barred, in whole or in part, because the Cloopen Defendants are immune\n\nfrom liability for certain statements complained of in the Complaint that are non-actionable\n\nstatements of opinion and/or puffery.\n\n Fourth Defense\n\n To the extent that Plaintiff or other putative class members committed to purchase the\n\nCloopen ADS offered in the IPO prior to the issuance of the allegedly defective Offering\n\nDocuments, their claims are barred by a lack of reliance.\n\n Fifth Defense\n\n This action is barred, in whole or in part, because the Cloopen Defendants relied in good\n\nfaith on the advice and professional judgment of experts and professional advisors as to matters\n\nwhich it reasonably believed to be within such persons\u2019 professional or expert competence.\n\n\n\n\n 59\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 61 of 65\n\n\n\n\n Sixth Defense\n\n The action is barred, in whole or in part, because Plaintiff and members of the putative\n\nclass would have purchased the ADSs traceable to the Offering Documents or during the Class\n\nPeriod even with full knowledge of the facts that they now allege were misrepresented or omitted.\n\n Seventh Defense\n\n This action is barred, in whole or in part, because the information that Plaintiff alleges to\n\nhave been omitted or misrepresented was in fact publicly disclosed, available, and/or widely\n\nknown to the market and to the investing community.\n\n Eighth Defense\n\n This action is barred, in whole or in part, because Plaintiff and certain members of the\n\nputative class lack standing to assert a Section 11 or Section 10(b) claim because they cannot\n\ntrace their ADSs to the IPO\u2019s Offering Documents or they did not purchase or otherwise acquire\n\ntheir ADSs during the alleged Class Period.\n\n Ninth Defense\n\n This action is barred, in whole or in part, because any increase or decrease in the value of\n\nCloopen\u2019s ADSs was and is, wholly or partially, the result of market conditions or other factors\n\nand not the result of any alleged wrongful conduct by Defendants.\n\n Tenth Defense\n\n This action is barred, in whole or in part, because it is \u201cwithout merit\u201d within the meaning\n\nof the last sentence of Section 11(e) of the Securities Act.\n\n Eleventh Defense\n\n This action is not maintainable as a class action because the requirements of Rule 23 of\n\n\n\n\n 60\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 62 of 65\n\n\n\n\nthe Federal Rules of Civil Procedure are not met.\n\n Twelfth Defense\n\n This action is barred, in whole or in part, because Plaintiff and members of the putative\n\nclass have no damages compensable under Section 11 of the Securities Act.\n\n Thirteenth Defense\n\n Any recovery of damages allegedly incurred by Plaintiff or members of the putative class\n\nis barred, in whole or in part, by the damages limitations in Section 11(g) of the Securities Act.\n\n Fourteenth Defense\n\n Any recovery for damages allegedly incurred by Plaintiff or members of the putative class\n\nbased on alleged violation of the Exchange Act is barred, in whole or in part, by the damages\n\nlimitations in Section 21D(e) of the Exchange Act, 15 U.S.C. \u00a7 78u-4(e).\n\n Fifteenth Defense\n\n This action is barred, in whole or in part, to the extent Plaintiff and members of the\n\nputative class seek damages that exceed those permitted under the federal securities laws and\n\nother applicable law.\n\n Sixteenth Defense\n\n Plaintiff cannot recover against the Cloopen Defendants, in whole or in part, because the\n\nCloopen Defendants are entitled to offsets for any settlements Plaintiff and the putative class enters\n\ninto, or any amounts Plaintiff and members of the putative class receives from any source, in\n\nconnection with Plaintiff\u2019s and members of the putative class\u2019s alleged losses.\n\n Seventeenth Defense\n\n Plaintiff failed to comply with his duty to take reasonable action to minimize any damages\n\n\n\n\n 61\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 63 of 65\n\n\n\n\nallegedly sustained as a result of the facts alleged in the Complaint, and is therefore barred from\n\nrecovering any damages which might reasonably have been avoided.\n\n Eighteenth Defense\n\n Plaintiff\u2019s claims against the Cloopen Defendants are barred, in whole or in part, by\n\nlaches, equitable estoppel, waiver, ratification, or other equitable doctrines.\n\n Nineteenth Defense\n\n The Cloopen Defendants are not liable because the Offering Documents complied with\n\nthe laws of the United States and the regulations of the Securities and Exchange Commission.\n\n Twentieth Defense\n\n If any false or misleading statement was made, or if any material fact required to be stated\n\nor necessary to make any statement not misleading was omitted, which the Cloopen Defendants\n\ndeny, then the claims of Plaintiff and members of the putative class based on alleged violations\n\nof the Securities Act or Exchange Act are barred, in whole or in part, because Plaintiffs and\n\nmembers of the putative class were aware of the misstatement or omission and/or did not rely\n\nupon those in purchasing their ADSs.\n\n Twenty-First Defense\n\n Messrs. Changxun Sun, Yipeng Li, Xiegang Xiong, and Cheng Luo (collectively, the\n\n\u201cCloopen Individual Defendants\u201d) had, after reasonable investigation or due diligence, reasonable\n\nground to believe and did believe, at the time Cloopen\u2019s Registration Statement became effective,\n\nthat the statements therein were true and that there was no omission to state a material fact required\n\nto be stated therein or necessary to make the statements therein not misleading.\n\n\n\n\n 62\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 64 of 65\n\n\n\n\n Twenty-Second Defense\n\n The Cloopen Individual Defendants, with regard to any part of Cloopen\u2019s Offering\n\nDocuments purporting to have been made on the authority of an expert or purporting to be a copy\n\nof or extract from a report or work product of an expert, had no reasonable ground to believe and\n\ndid not believe, at the time that such part of the Offering Documents became effective, that the\n\nstatements therein were untrue and that there was an omission to state a material fact required to\n\nbe stated therein or necessary to make the statements therein not misleading, and that such part\n\nof the Offering Documents did not fairly represent the statement of the expert or was not a fair\n\ncopy of or an extract from the report or work product of the expert.\n\n Twenty-Third Defense\n\n Each and every one of the Cloopen Individual Defendants alleged to be a control person\n\nunder Section 15 of Securities Act acted in good faith and had no knowledge of or reasonable\n\ngrounds to believe in the existence of the facts by reason of which the liability of the controlled\n\nperson is alleged to exist.\n\n Twenty-Fourth Defense\n\n Each and every one of the Cloopen Individual Defendants alleged to be a control person\n\nunder Section 20(a) of the Exchange Act acted in good faith and had no knowledge of or\n\nreasonable grounds to believe in the existence of the facts by reason of which the liability of the\n\ncontrolled person is alleged to exist.\n\n Twenty-Fifth Defense\n\n The Cloopen Defendants adopt and incorporate by reference herein any applicable\n\naffirmative or other defenses asserted or to be asserted by any of the other Defendants to the\n\n\n\n\n 63\n\f Case 1:21-cv-10610-JGK-RWL Document 126 Filed 04/17/23 Page 65 of 65\n\n\n\n\nextent that the Cloopen Defendants may share in such defense.\n\n WHEREFORE, the Cloopen Defendants respectfully request that the Complaint be\n\ndismissed with prejudice and that the Court award Cloopen any other relief deemed just and\n\nproper.\n\n\nDated: April 17, 2023 Respectfully submitted,\n\n WILSON SONSINI GOODRICH & ROSATI\n Professional Corporation\n\n s/ Sheryl Shapiro Bassin\n Sheryl Shapiro Bassin\n 1301 Avenue of the Americas, 40th Floor\n New York, New York 10019\n Telephone: (212) 999-5800\n Facsimile: (866) 974-7329\n Email: sbassin@wsgr.com\n\n Ignacio E. 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