Exhibit (a)-(1)

PRELIMINARY PROXY STATEMENT OF THE COMPANY

Shareholders of Cloopen Group Holding Limited:

Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of Cloopen Group Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), to be held on           at       a.m. (Beijing Time). The meeting will be held at               . The accompanying notice of the extraordinary general meeting and proxy statement provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment or postponement thereof.

On May 12, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SpringX Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), AutumnX Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“HoldCo”); and SummerX Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving company and becoming a wholly-owned subsidiary of HoldCo (the “Surviving Company”). The purpose of the extraordinary general meeting is for you and the other shareholders of the Company to consider and vote, among other things, upon a proposal to authorize and approve the Merger Agreement and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”), the Limited Guarantees (as defined below) and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger, and the Limited Guarantees (as defined below) (collectively, the “Transactions”). Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to the accompanying proxy statement.

Each of Parent, HoldCo and Merger Sub was formed solely for the purposes of the Merger and the investment and financing transactions related to the Merger. At the effective time of the Merger (the “Effective Time”), (i) Parent will be beneficially owned by (a) Trustbridge Partners VII, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Trustbridge Partners VII”); (b) TB Partners GP7 Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“TB GP7”); (c) Retail Technology Asia Limited, a company incorporated under the laws of Hong Kong (“RTA”), which is wholly owned by Dmall Inc., a business company incorporated in the British Virgin Islands (“Dmall”, together with RTA, the “Dmall Filing Persons”); and (d) Cloopen Co., Ltd., a company incorporated under the laws of the British Virgin Islands (“Cloopen Co”), which is wholly owned by Mr. Changxun Sun, chief executive officer of the Company (the “Founder”); and (ii) HoldCo will be beneficially owned by (a) Parent; (b) Cloopen Co; (c) Trustbridge Partners V, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Trustbridge Partners V”); (d) TB Partners GP5 Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“TB GP5”, together with Trustbridge Partners VII, Trustbridge Partners V, and TB GP7, the “Trustbridge Filing Persons”); (e) Flawless Success Limited, a company incorporated under the laws of the British Virgin Islands (“Flawless Success”, together with Cloopen Co and the Founder, the “Founder Filing Persons”); (f) Novo Investment HK Limited, a company incorporated under the laws of Hong Kong (“Novo”); (g) Image Frame Investment (HK) Limited, a company incorporated under the laws of Hong Kong (“Image Frame”); and (h) Parantoux Vintage PE Ltd., a company incorporated under the laws of the British Virgin Islands (“Parantoux”). Throughout this Proxy Statement (a) Cloopen Co, Trustbridge Partners V, Novo, Image Frame, Parantoux and Flawless Success are collectively referred to herein as the “Rollover Shareholders”; and (b) Parent, HoldCo, Merger Sub, the Trustbridge Filing Persons, the Dmall Filing Persons, and the Founder Filing Persons are collectively referred to as the “Buyer Group”. As of May 12, 2026, the Rollover Shareholders collectively beneficially own 71,608,170 Class A ordinary shares, par value US$0.0001 per share, of the Company (each, a “Class A Ordinary Share”) (including Class A Ordinary Shares represented by American depositary shares (each currently representing six Class A Ordinary Shares, “ADSs”), but excluding, for purpose of this calculation, the Class A Ordinary Shares they may acquire through the exercise or vesting of Company Equity Awards (as defined below) to purchase Shares (as defined below) under the Company Share Plans (as defined below) within 60 days of the date of the accompanying proxy statement), 25,649,839 Class B ordinary shares, par value US$0.0001 per share, of the Company (each, a “Class B Ordinary Share” and together with Class A Ordinary Shares, each a “Share” and collectively “Shares”), which collectively represent approximately 28.42% of the total issued and outstanding Shares and approximately 57.26% of the total voting power of the outstanding Shares.  On May 22, 2026, THL H Limited, a wholly-owned subsidiary of Tencent Holdings Limited, transferred 1,249,998 Class A Ordinary Shares of the Company held by it (the “Additional Rollover Shares”) to Image Frame. Following such transfer, Image Frame will directly hold an aggregate of 13,049,682 Class A Ordinary Shares, all of which will constitute Rollover Shares under the Support Agreement. Subsequently, the Rollover Shareholders collectively beneficially own 72,858,168 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs), but excluding, for purpose of this calculation, the Company Equity Awards (as defined below) to purchase Shares (as defined below) under the Company Share Plans (as defined below) within 60 days of the date of the accompanying proxy statement), 25,649,839 Class B Ordinary Shares, which collectively represent approximately 28.79% of the total issued and outstanding Shares and approximately 57.47% of the total voting power of the outstanding Shares. If the Merger is completed, the Company will continue its operations as a privately held company and will be wholly owned by HoldCo, the ADSs will no longer be quoted on the OTC Market (“OTC”) and the ADS program for the Class A Ordinary Shares will terminate.

Under the terms of the Merger Agreement, if the Merger is completed, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined below), the Dissenting Shares (as defined below) and the underlying Class A Ordinary Shares represented by ADSs) shall be cancelled and cease to exist in exchange for the right to receive US$0.4940 in cash per Share, without interest (the “Per Share Merger Consideration”), and each ADS (other than ADSs representing Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$2.9641 in cash per ADS, without interest (the “Per ADS Merger Consideration”). The ADS holders will pay any applicable taxes, stamp duty and other government charges due to or incurred by The Bank of New York Mellon (the “ADS Depositary”), in connection with the distribution of the Per ADS Merger Consideration and the cancellation of the ADSs surrendered, as well as the ADS Depositary’s ADS cancellation fee of US$5.00 per 100 ADSs (or portion thereof) and the ADS Depositary’s servicing fee of $0.05 per American Depositary Share, plus a wire fee of US$17.50 per transaction pursuant to the terms of the deposit agreement dated as of February 8, 2021 (the “Deposit Agreement”) by and among the Company, the ADS Depositary, and the owners and holders of ADSs issued thereunder.

Notwithstanding the foregoing, if the Merger is completed, the following Shares will not be cancelled in exchange for the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration described above, but shall be cancelled and shall cease to exist at the Effective Time as follows:

At the Effective Time, the Company will terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans. In addition, at the Effective Time, each option to purchase Shares under the Company Share Plans (each, a “Company Option”) that is then outstanding and unexercised, whether or not vested or exercisable, and each Company restricted share unit under the Company Share Plans (each, a “Company RSU,” together with the Company Option and Company restricted share, each, a “Company Equity Award” and collectively, the “Company Equity Awards”) that is then outstanding, whether or not vested, will be treated as described below.

In connection with the Merger, each Company Equity Award that is outstanding immediately prior to the Effective Time will be treated as follows: (a) each Company Equity Award held by certain key employees or the Rollover Shareholders will be cancelled and treated as follows: (i) a portion of such holder’s Company Equity Awards vested as of April 30, 2026 equal to a specified percentage (not to exceed 30% of the total vested portion) (the “Cash-out Percentage”) will be converted into the right to receive a cash amount (without interest and net of any applicable withholding taxes), from the Surviving Company or one of its subsidiaries as soon as practicable following the Effective Time (and in any event no later than the next regularly scheduled employee payroll date) pursuant to the Company’s ordinary payroll practices, equal to (A) in the case of a Company Option vested as of April 30, 2026 (the “Vested Company Option”), the product of the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and the number of Shares underlying the portion being cashed out (provided that if the exercise price equals or exceeds the Per Share Merger Consideration, such portion will be cancelled without payment), and (B) in the case of any other Company Equity Award, including Company restricted shares or Company RSUs vested as of April 30, 2026 (the “Vested Company RSUs”), the product of the Per Share Merger Consideration and the number of Shares underlying the portion being cashed out; (ii) the remaining vested portion (after deducting the cash-out portion) will be cancelled and replaced with a vested award comprised of other rights or property, subject to substantially equivalent terms and conditions, as reasonably determined by both HoldCo and the Company; and (iii) each Company Equity Award unvested as of April 30, 2026 held by such holder will be cancelled and replaced with an award comprised of other rights or property, subject to substantially equivalent terms and conditions, as reasonably determined by both HoldCo and the Company; (b) each Company Equity Award vested as of April 30, 2026 held by any holder other than a Rollover Shareholder or certain key employees will be cancelled and converted into the right to receive a cash payment (without interest and net of any applicable withholding taxes), payable by the Surviving Company or one of its subsidiaries as soon as practicable following the Effective Time (and in any event no later than the next regularly scheduled employee payroll date) pursuant to the Company’s ordinary payroll practices, equal to (i) in the case of a Vested Company Option, the product of the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and the number of Shares underlying such Vested Company Option (provided that if the exercise price equals or exceeds the Per Share Merger Consideration, such Vested Company Option will be cancelled without payment), and (ii) in the case of any Vested Company RSUs, the product of the Per Share Merger Consideration and the number of Shares underlying such award; and (c) each Company Equity Award unvested as of April 30, 2026 held by any holder other than a Rollover Shareholder or certain key employees will be cancelled and cease to exist without payment of any consideration or distribution therefor.

The Buyer Group intends to fund the Merger consideration through a combination of (a) rollover equity from the Rollover Shareholders, which shall be cancelled and cease to exist without payment of any cash consideration or distribution therefor, (b) cash contributions contemplated by certain equity commitment letters, dated May 12, 2026 (the “Equity Commitment Letters”), between Parent and each of Cloopen Co, Trustbridge Partners VII and RTA (collectively, the “EC Investors”) and (c) proceeds from a committed term loan facility pursuant to a debt commitment letter from China Minsheng Banking Corp., Ltd. Shanghai Pilot Free Trade Zone Branch to Parent. Pursuant to the Equity Commitment Letters, the EC Investors have agreed, subject to the terms and conditions of the Equity Commitment Letters, to provide or procure the provision of the financing amounts specified therein for the purpose of financing the funds necessary to complete the Transactions. In addition, each of the EC Investors delivered a limited guarantee (each a “Limited Guarantee”, and collectively, the “Limited Guarantees”) in favor of the Company, to guarantee certain payment obligations of Parent or HoldCo under the Merger Agreement.

A special committee of the board of directors of the Company (the “Board”), composed solely of independent and disinterested directors (the “Special Committee”), acting with full power and authority delegated by the Board, reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions. On May 12, 2026, the Special Committee, after consultation with its financial advisor and legal counsel and due consideration of all relevant factors, unanimously (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company, the Company’s shareholders and ADS holders (other than the holders of Excluded Shares and holders of ADSs representing Excluded Shares) and the unaffiliated security holders (as such term is defined in Rule 13e-3 of the Exchange Act, as amended, the “Unaffiliated Security Holders”), and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions, and (b) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guarantees, and the consummation of the Transactions.

On May 12, 2026, the Board, acting upon the unanimous recommendation of the Special Committee, (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company, the Company’s shareholders and ADS holders (other than the holders of Excluded Shares and holders of ADSs representing Excluded Shares) and the Unaffiliated Security Holders and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger and the Limited Guarantees and to consummate the Transactions, (b) authorized and approved the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions be submitted to the shareholders of the Company for authorization and approval.

Accordingly, the Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions, including (a) the Merger, (b) the variation of the authorized share capital of the Company from US$100,000 divided into 1,000,000,000 shares of a par value of US$0.0001 each, comprising of (i) 600,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 25,649,839 Class B Ordinary Shares of a par value of US$0.0001 each and (iii) 374,350,161 shares of a par value of US$0.0001 each of such class or classes (however designated) as the Board may determine in accordance with the existing memorandum and articles of association of the Company to US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each (the “Variation of Capital”), and (c) the amendment and restatement of the existing memorandum and articles of association of the Company (as the Surviving Company) by their deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association at the Effective Time, in the form attached as Appendix II to the Plan of Merger (the “Adoption of Amended M&A”), FOR the proposal to authorize each of the directors of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolution to be proposed at the extraordinary general meeting.

The Merger cannot be completed unless the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions are authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) and the memorandum and articles of association of the Company) passed by an affirmative vote of holders of Shares (including Shares represented by ADSs) representing at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. Pursuant to the Support Agreement, each of the Rollover Shareholders will vote all of 71,608,170 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and 25,649,839 Class B Ordinary Shares held by the Rollover Shareholders as of May 12, 2026 and any other Shares acquired by such Rollover Shareholders or any of such Rollover Shareholder’s affiliate following May 12, 2026, i.e., the date of the Support Agreement, and prior to the Effective Time, including the Additional Rollover Shares (collectively, the Supporting Shares”) in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, which, as of the date hereof, collectively represent approximately 59.35% of the voting power of the total issued and outstanding Shares (excluding for the purpose of this calculation, the Shares they may acquire through the exercise of Company Equity Awards within 60 days of the date hereof). Accordingly, based on                 Class A Ordinary Shares and                 Class B Ordinary Shares expected to be issued and outstanding on          , the record date for voting Shares at the extraordinary general meeting (the “Share Record Date”),                  Class A Ordinary Shares owned by the shareholders of the Company (including ADS holders) other than the Supporting Shares as of the Share Record Date must be voted in favor of the execution of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions in order to satisfy the requirement of the affirmative vote of at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy as a single class at the extraordinary general meeting of the Company’s shareholders in accordance with Section 233(6) of the Cayman Islands Companies Act and the memorandum and articles of association of the Company, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting and the Rollover Shareholders will vote all Supporting Shares in favor of such special resolution.

The accompanying proxy statement provides detailed information about, among other proposals, the Merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference herein carefully. You may also obtain more information about the Company from documents the Company has filed with the United States Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website at www.sec.gov.

Voting at the extraordinary general meeting is expected to take place by poll voting, as the chairman of the meeting has the right to demand poll voting at the meeting pursuant to the memorandum and articles of association of the Company and is expected to exercise such right at the meeting. The effect of poll voting is that the number of votes each holder has will depend on the number of votes represented by Shares held by such holder. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card. Whether or not you plan to attend the extraordinary general meeting, please complete the accompanying proxy card, in accordance with the instructions set forth on the proxy card, as promptly as possible. The deadline to lodge your proxy card is          at        a.m. (Beijing Time). Each registered holder of Shares has one vote for each Class A Ordinary Share and ten votes for each Class B Ordinary Share held as of 5:00 p.m. New York City time on the Share Record Date.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if you hold your Shares through a financial intermediary such as a broker, bank or nominee, you must rely on the procedures of the financial intermediary through which you hold your Shares if you wish to vote at the extraordinary general meeting.

The Company will instruct the ADS Depositary to deliver to registered holders of ADSs as of the close of business in New York City on              (the “ADS Record Date”) an ADS Voting Instruction Card, and holders of ADS as of the ADS Record Date will have the right to instruct the ADS Depositary (either directly if ADSs are held directly on the books and records of the ADS Depositary or indirectly through a bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of a holder of ADSs) how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the Deposit Agreement. A copy of the form Deposit Agreement is available free of charge at the SEC’s website at www.sec.gov.

ADS holders registered in the ADS Depositary’s books are strongly urged to sign, complete and return the ADS Voting Instruction Card to the ADS Depositary in accordance with the instructions printed thereon and in the ADS Depositary’s notice, as soon as possible and, in any event, so as to be received by the ADS Depositary no later than 12:00 p.m. (New York City time) on            (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS Depositary). ADS holders holding through brokers or other securities intermediaries are strongly urged to return voting instructions as instructed and to be received by the cutoff date and time provided by their respective brokers or other securities intermediaries. Each broker and other intermediary will set its own cutoff date and time to receive instructions, which will be earlier than the date and time specified above.

As the registered holder of the Class A Ordinary Shares represented by ADSs, upon the timely receipt from an ADS holder as of the ADS Record Date of voting instructions in the manner specified by the ADS Depositary, the ADS Depositary will endeavor to vote (or to cause the vote of) (in person or by proxy), in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the memorandum and articles of association of the Company and the provisions of the Class A Ordinary Shares, the Class A Ordinary Shares represented by ADSs at the extraordinary general meeting in accordance with the voting instructions timely received from holders of ADSs as of the ADS Record Date. The ADS Depositary will not itself exercise any voting discretion in respect of any Class A Ordinary Shares represented by ADSs and it will not vote any Class A Ordinary Shares represented by ADSs other than in accordance with signed voting instructions from the relevant ADS holder.

Holders of ADSs will not be able to attend or vote at the extraordinary general meeting directly (whether in person or by proxy) unless they surrender their ADSs to the ADS Depositary for cancellation and delivery of the corresponding Class A Ordinary Shares and become registered in the Company’s register of members as holders of Class A Ordinary Shares prior to 5:00 p.m. New York City time on the Share Record Date. ADS holders who wish to surrender their ADSs for cancellation and attend and vote at the extraordinary general meeting need to make arrangements to deliver the ADSs to the ADS Depositary for cancellation sufficiently in advance of                                 together with (a) delivery instructions for the corresponding Class A Ordinary Shares represented by such ADSs (including, if applicable, the name and address of person who will be the registered holder of such Shares), and (b) payment of ADS Depositary’s fees associated with such cancellation (US$5.00 per 100 ADSs (or portion thereof) and the ADS Depositary’s servicing fee of $0.05 per ADS, plus a wire fee of US$17.50 per transaction), which will not be borne by the Company, and any applicable expenses, taxes or other governmental charges. If you hold your ADSs in an account with a broker or other securities intermediary, please promptly contact your broker, or other intermediary to find out what actions you need to take to instruct the broker, or other intermediary, to surrender the ADSs on your behalf. Upon surrender of the ADSs, the ADS Depositary will direct the custodian bank holding the Class A Ordinary Shares underlying the ADSs, to deliver, or cause the delivery of, the number of Class A Ordinary Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose. If you hold ADSs through a broker or other securities intermediary, you should contact that broker or intermediary to determine the date by which you must instruct them to act in order that the necessary processing can be completed in time. It is uncertain how long the process of re-registration of Class A Ordinary Shares upon surrender of ADSs will take. Therefore, ADS holders that wish to do this should take action as soon as possible. If after the registration of Class A Ordinary Shares in your name you wish to receive a certificate evidencing the Class A Ordinary Shares registered in your name, you will need to request the Company to issue and mail, or cause to be issued and mailed, a certificate to your attention. If the Merger is not consummated, the Company will continue to be a publicly traded company in the United States and the ADSs will continue to be quoted on OTC. Class A Ordinary Shares are not listed and cannot be traded on any stock exchange other than on OTC, and in such case only as represented by ADSs. As a result, if you have surrendered your ADSs for cancellation to attend the extraordinary general meeting and the Merger is not consummated and you wish to be able to sell your Class A Ordinary Shares on a stock exchange, you will need to deposit your Class A Ordinary Shares into the Company’s ADS program for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs (US$5.00 per 100 ADSs (or portion thereof) issued), applicable share transfer taxes (if any), and related charges pursuant to the Deposit Agreement.

Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares determined in accordance with Section 238 of the Cayman Islands Companies Act if the Merger takes effect, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and comply with all subsequent procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex E to the accompanying proxy statement. The fair value of your Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the Merger consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Shares. This proxy statement is not to be construed or taken as legal advice on Cayman Islands law. Shareholders who wish to exercise any rights under Section 238 of the Cayman Islands Companies Act, or otherwise, should obtain their own copy of the complete Cayman Islands Companies Act and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO EXERCISE DISSENTERS’ RIGHTS AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE CLASS A ORDINARY SHARES UNDERLYING THEIR ADSs. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS FOR AND ON BEHALF OF THE ADS HOLDERS WITH RESPECT TO ANY OF THE CLASS A ORDINARY SHARES REPRESENTED BY ADSs THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENTERS’ RIGHTS MUST SURRENDER THEIR ADSs SUFFICIENTLY BEFORE                     TO THE ADS DEPOSITARY FOR DELIVERY OF CLASS A ORDINARY SHARES, PAY THE ADS DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THEIR ADSs, PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING CLASS A ORDINARY SHARES IN THE COMPANY’S REGISTER OF MEMBERS AND DELIVERY INSTRUCTIONS FOR THE CORRESPONDING CLASS A ORDINARY SHARES, AND WITH SUFFICIENT TIME TO BECOME REGISTERED HOLDERS OF CLASS A ORDINARY SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO CONVERT THEIR ADSs INTO CLASS A ORDINARY SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTERS’ RIGHTS IF THEY BECOME REGISTERED HOLDERS OF CLASS A ORDINARY SHARES BEFORE THE VOTE IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING, IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE. AFTER SURRENDERING THEIR ADSs AND BECOMING REGISTERED HOLDERS OF CLASS A ORDINARY SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE CLASS A ORDINARY SHARES UNDER SECTION 238 OF THE CAYMAN ISLANDS COMPANIES ACT. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WOULD CONTINUE TO BE A PUBLICLY TRADED COMPANY IN THE UNITED STATES AND THE ADSs WOULD CONTINUE TO BE QUOTED ON THE OTC. THE COMPANY’S CLASS A ORDINARY SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE OTC, AND IN SUCH CASE ONLY AS REPRESENTED BY ADSs. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSs FOR CANCELLATION TO THE ADS DEPOSITARY IN ORDER TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS CLASS A ORDINARY SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS CLASS A ORDINARY SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSs, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSs (US$5.00 PER 100 ADSs (OR PORTION THEREOF) ISSUED), APPLICABLE SHARE TRANSFER TAXES (IF ANY), AND OTHER APPLICABLE CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or proxy statement. Any representation to the contrary is a criminal offense.

If you have any questions or need assistance voting your Shares or ADSs, please contact our Investor Relations Department by email at ir@yuntongxun.com. ADS holders who have any questions should contact the ADS Depositary using the contact details provided on the ADS Voting Instruction Card. ADS holders who hold ADSs indirectly should contact their bank, broker, financial institution or administrator through which such ADSs are held.

Thank you for your cooperation and continued support.

The accompanying proxy statement is dated           , and is first being mailed to the Company’s shareholders and ADS holders on or about            .

CLOOPEN GROUP HOLDING LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of Cloopen Group Holding Limited (referred to herein alternately as the “Company”, “us”, “we” or other terms correlative thereto) will be held on         at           a.m. (Beijing Time) at                  .

Only registered holders of ordinary shares of the Company, par value US$0.0001 per share (each, a “Share”, including class A ordinary shares, par value US$0.0001 per share or “Class A Ordinary Shares”, and class B ordinary shares, par value US$0.0001 per share or “Class B Ordinary Shares”), as of 5:00 p.m. New York City time on           (the “Share Record Date”) or their proxy holders are entitled to attend and vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

THAT the Agreement and Plan of Merger, dated as of May 12, 2026 (the “Merger Agreement”), among the Company, SpringX Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), AutumnX Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“HoldCo”); and SummerX Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving company and becoming a wholly-owned subsidiary of HoldCo (the “Surviving Company”) (such Merger Agreement being in the form attached as Annex A to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) (such Plan of Merger being substantially in the form attached as Annex B to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), the Limited Guarantees (such Limited Guarantees being attached as Annex C to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting) and the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”) including (a) the Merger, (b) upon the Merger becoming effective (the “Effective Time”), the variation of the authorized share capital of the Company from US$100,000 divided into 1,000,000,000 shares of a par value of US$0.0001 each, comprising of (i) 600,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 25,649,839 Class B Ordinary Shares of a par value of US$0.0001 each and (iii) 374,350,161 shares of a par value of US$0.0001 each of such class or classes (however designated) as the Board may determine in accordance with the existing memorandum and articles of association of the Company to US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each (the “Variation of Capital”) and (c) the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of the Company (as the Surviving Company) at the Effective Time, in the form attached as Appendix II to the Plan of Merger (the “Adoption of Amended M&A”) be approved and authorized by the Company; and

THAT each director of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A; and

THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolution to be proposed at the extraordinary general meeting.

Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. Capitalized terms used in this notice but not defined herein shall have the same meanings ascribed to them in the accompanying proxy statement. A list of the Company’s shareholders will be available at its principal executive offices at 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District, Beijing 100102, People’s Republic of China, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

Pursuant to the support agreement (the “Support Agreement”) entered into on May 12, 2026, each of the Rollover Shareholders will vote all of 71,608,170 Class A Ordinary Shares (including Class A Ordinary Share represented by ADSs) and 25,649,839 Class B Ordinary Shares held by the Rollover Shareholders as of May 12, 2026 and any other Shares acquired by such Rollover Shareholders or any of such Rollover Shareholders’ affiliates following May 12, 2026, i.e., the date of the Support Agreement, and prior to the Effective Time, including the Additional Rollover Shares (collectively, the “Supporting Shares”), in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, which, as of the date hereof, collectively represent approximately 59.35% of the voting power of the total issued and outstanding Shares (excluding for the purpose of this calculation, the Shares they may acquire through the exercise of Company Equity Awards within 60 days of the date hereof).

After careful consideration and upon the unanimous recommendation of the Special Committee, the Board (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company, the Company’s shareholders and ADS holders (other than the holders of Excluded Shares and holders of ADSs representing Excluded Shares) and the unaffiliated security holders (as such term is defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended, the “Unaffiliated Security Holders”), and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger and the Limited Guarantees and to consummate the Transactions, (b) authorized and approved the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions be submitted to a vote of the shareholders of the Company for authorization and approval.

After careful consideration and upon the unanimous recommendation of the Special Committee composed solely of directors unaffiliated to any member of the management of the Company or any other participant of the Transactions, the Board recommends that you vote FOR the proposal to authorize and approve the execution, delivery and performance of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A, FOR the proposal to authorize each director of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolution to be proposed at the extraordinary general meeting.

Regardless of the number of Shares that you own, your vote is very important. The Merger cannot be completed unless the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions are authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company passed by an affirmative vote of holders of Shares (including Class A Ordinary Shares represented by ADSs) representing at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy (or in the case of corporations, by their duly authorized representatives), as a single class at the extraordinary general meeting or any adjournment or postponement thereof. Pursuant to the Support Agreement, the Rollover Shareholders have agreed to vote all of the Supporting Shares in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, which, as of the date hereof, collectively represent approximately 59.35% of the voting power of the total issued and outstanding Shares (excluding for the purpose of this calculation, the Shares they may acquire through the exercise of Company Equity Awards within 60 days of the date hereof). Accordingly, based on              Class A Ordinary Shares and               Class B Ordinary Shares expected to be issued and outstanding on          , the record date for voting Shares at the extraordinary general meeting (the “Share Record Date”)          Class A Ordinary Shares owned by the shareholders of the Company other than the Supporting Shares as of the Share Record Date and ADS holders must be voted in favor of the execution of the Merger Agreement and the Plan of Merger, and the Transactions in order to satisfy the requirement of the affirmative vote of at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy as a single class at the extraordinary general meeting of the Company’s shareholders in accordance with Section 233(6) of the Cayman Islands Companies Act and the memorandum and articles of association of the Company, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting and the Rollover Shareholders will vote all Supporting Shares in favor of such special resolution.

Regardless of whether you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. To be valid, your proxy card must be completed, signed, scanned and returned to the Company’s offices (to the attention of: Investor Relations Department) at 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District, Beijing 100102, People’s Republic of China, no later than           a.m. (Beijing Time),              . The proxy card is the “instrument of proxy” and the “instrument appointing a proxy” as referred to in the Company’s articles of association. The Rollover Shareholders who are registered shareholders of the Company have the right to demand poll voting at the meeting, and will exercise such right during the meeting. Accordingly, the voting is expected to take place by poll voting. The effect of poll voting is that the number of votes each holder has will depend on the number of Shares held by such holder. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card. Each registered holder of Shares has one vote for each Class A Ordinary Share and ten votes for each Class B Ordinary Share held as of 5:00 p.m. New York City time on the Share Record Date. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of such shareholders. If no specific instructions are given by such shareholders, such Shares will be voted “FOR” the proposals as described above, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If you own ADSs as of the close of business in New York City on            (the “ADS Record Date”) (and do not surrender such ADSs for cancellation and become a registered holder of the Class A Ordinary Shares underlying such ADSs as explained below), you cannot vote at the extraordinary general meeting directly, but you may give voting instructions to The Bank of New York Mellon, (the “ADS Depositary”) (either directly if ADSs are held directly on the books and records of the ADS Depositary or indirectly through a bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of a holder of ADSs), in its capacity as the ADS Depositary and the holder of the Class A Ordinary Shares underlying your ADSs, how to vote the Class A Ordinary Shares underlying your ADSs by completing and signing the ADS voting instruction card and returning it in accordance with the instructions printed on it as soon as possible. The ADS Depositary must receive your instructions no later than 12:00 p.m. (New York City time) on            in order to ensure the Class A Ordinary Shares underlying your ADSs are properly voted at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other securities account, you must rely on the procedures of the broker, bank or other securities intermediary through which you hold your ADSs if you wish to vote. Your broker or other securities intermediary should inform you as the cutoff date and time for giving voting instructions, which will be earlier than the date and time specified above.

Alternatively, if you own ADSs, you may vote at the extraordinary general meeting directly if you surrender your ADSs to the ADS Depositary for cancellation and become a registered holder of the Class A Ordinary Shares underlying your ADSs sufficiently prior to              , the Share Record Date. If you wish to surrender your ADSs to the ADS Depositary for cancellation for the purpose of voting Class A Ordinary Shares directly, you need to make arrangements to deliver your ADSs to the ADS Depositary for cancellation sufficiently before             , together with (a) delivery instructions for the corresponding Class A Ordinary Shares (name and address of person who will be the registered holder of such Class A Ordinary Shares), and (b) payment of the ADS cancellation fees (US$5.00 per 100 ADSs (or portion thereof) to be cancelled and the ADS Depositary’s annual servicing fee of $0.05 per ADS, and a wire fee of US$17.50 per transaction pursuant to the terms of the deposit agreement, dated as of February 8, 2021, by and among the Company, the ADS Depositary, and the owners and holders of ADSs issued thereunder (the “Deposit Agreement”)), which will not be borne by the Company, and any applicable taxes, expenses and other governmental charges. If you hold your ADSs in an account with a broker or other securities intermediary, please promptly contact your broker, bank or other securities intermediary to find out what actions you need to take to instruct the broker, bank or other securities intermediary to surrender the ADSs for cancellation on your behalf. Upon surrender of the ADSs, the ADS Depositary will direct the custodian holding the Class A Ordinary Shares underlying the ADSs, to deliver, or cause the delivery of, the number of Class A Ordinary Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose. It is difficult to predict how long the steps described above may take. ADS holders that wish to surrender the ADSs for cancellation to become registered holders of Class A Ordinary Shares are advised to take action as soon as possible.

Shareholders who dissent from the Merger in accordance with the Cayman Islands Companies Act will have the right to receive payment of the fair value of their Class A Ordinary Shares determined in accordance with Section 238 of the Cayman Islands Companies Act if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex E to the accompanying proxy statement. The fair value of their Shares determined under the Cayman Islands Companies Act could be more than, the same as, or less than the Merger consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares. This proxy statement is not to be construed or taken as legal advice on Cayman Islands law. Shareholders who wish to exercise any rights under Section 238 of the Cayman Islands Companies Act, or otherwise, should obtain their own copy of the complete Cayman Islands Companies Act and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO EXERCISE DISSENTERS’ RIGHTS AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE CLASS A ORDINARY SHARES UNDERLYING THEIR ADSs. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS FOR AND ON BEHALF OF THE ADS HOLDERS WITH RESPECT TO ANY OF THE CLASS A ORDINARY SHARES REPRESENTED BY ADSs THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENTERS’ RIGHTS MUST SURRENDER THEIR ADSs FOR CANCELLATION SUFFICIENTLY BEFORE           TO THE ADS DEPOSITARY FOR DELIVERY OF CLASS A ORDINARY SHARES, PAY THE ADS DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THEIR ADSs, PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING CLASS A ORDINARY SHARES IN THE COMPANY’S REGISTER OF MEMBERS AND DELIVERY INSTRUCTIONS FOR THE CORRESPONDING CLASS A ORDINARY SHARES, AND WITH SUFFICIENT TIME TO BECOME REGISTERED HOLDERS OF CLASS A ORDINARY SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO SURRENDER THEIR ADSs FOR DELIVERY OF CLASS A ORDINARY SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTERS’ RIGHTS IF THEY BECOME REGISTERED HOLDERS OF CLASS A ORDINARY SHARES BEFORE THE VOTE IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING, IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE. AFTER SURRENDERING THEIR ADSs AND BECOMING REGISTERED HOLDERS OF CLASS A ORDINARY SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE CLASS A ORDINARY SHARES UNDER SECTION 238 OF THE CAYMAN ISLANDS COMPANIES ACT. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WOULD CONTINUE TO BE A PUBLICLY TRADED COMPANY IN THE UNITED STATES AND THE ADSs WOULD CONTINUE TO BE QUOTED ON THE OTC. THE COMPANY’S CLASS A ORDINARY SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN ON THE OTC, AND IN SUCH CASE ONLY IN THE FORM OF ADSs. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSs FOR CANCELLATION TO THE ADS DEPOSITARY IN ORDER TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS CLASS A ORDINARY SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS CLASS A ORDINARY SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSs, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSs (US$5.00 PER 100 ADSs (OR PORTION THEREOF) ISSUED), APPLICABLE SHARE TRANSFER TAXES (IF ANY), AND OTHER APPLICABLE CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

If you have any questions or need assistance voting your Shares, please contact our Investor Relations Department by email at ir@yuntongxun.com.

The Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions are described in the accompanying proxy statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

Notes:

BY ORDER OF THE BOARD OF DIRECTORS,

PROXY STATEMENT

Dated              

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of Cloopen Group Holding Limited can be voted at the extraordinary general meeting by submitting your proxy or contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact our Investor Relations Department at ir@yuntongxun.com.

TABLE OF CONTENTS

SUMMARY TERM SHEET

This “Summary Term Sheet” and the “Questions and Answers About the Extraordinary General Meeting and the Merger” highlight selected information contained in this proxy statement regarding the Merger (as defined below) and may not contain all of the information that may be important to your consideration of the Merger and other transactions contemplated by the Merger Agreement (as defined below) and the Plan of Merger (as defined below). You should carefully read this entire proxy statement and the other documents to which this proxy statement refers for a more complete understanding of the matters being considered at the extraordinary general meeting. In addition, this proxy statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this proxy statement and you may obtain such information without charge by following the instructions in “Where You Can Find More Information” beginning on page 97. In this proxy statement, the terms “the Company”, “us”, “we” or other terms correlative thereto refer to Cloopen Group Holding Limited. All references to “dollars”, “US$” and “$” in this proxy statement are to U.S. dollars. All references to the “PRC” and “China” are to the People’s Republic of China.

The Parties Involved in the Merger

The Company

The Company is a multi-capability cloud-based communications solution provider in China offering a full suite of cloud-based communications solutions, covering communications platform as a service, or CPaaS, cloud-based contact centers, or cloud-based CC, and cloud-based unified communications and collaborations, or cloud-based UC&C. The Company serves a diverse customer base consisting of enterprises of all sizes across a variety of industries, including internet, telecommunications, financial services, industrial manufacturing and energy. The Company’s principal executive offices are located at 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District, Beijing, the PRC. The Company’s telephone number at this address is +86 10 6477 5680. The Company’s registered office in the Cayman Islands is located at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

For a description of the Company’s history, development, business, and organizational structure, please see the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 filed with the SEC on May 8, 2026 (the “2025 Form 20-F”), which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 97 for a description of how to obtain a copy of the Company’s 2025 Form 20-F.

The Company is the issuer of Class A Ordinary Shares, including the Class A Ordinary Shares represented by ADSs and Class B Ordinary Shares. The Company is the subject company of the Transactions.

Parent

SpringX Holdings Limited (“Parent”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is a holding company formed solely for the purpose of holding the equity interest in HoldCo (as defined below) and completing the Transactions, including the Merger. The registered office of Parent is at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. The business address and telephone number of Parent is 2001, Agricultural Bank of China Tower, 50 Connaught Road Central, Central, Hong Kong, + 852 3727 0300.

HoldCo

AutumnX Holdings Limited (“HoldCo”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is a holding company formed solely for the purpose of holding the equity interest in Merger Sub (as defined below) and completing the Transactions, including the Merger. The registered office of HoldCo is at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. The business address and telephone number of HoldCo is 2001, Agricultural Bank of China Tower, 50 Connaught Road Central, Central, Hong Kong, + 852 3727 0300.

Merger Sub

SummerX Holdings Limited (“Merger Sub”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is a holding company formed solely for the purpose of effecting the Transactions, including the Merger. The registered office of Merger Sub is at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. The business address and telephone number of Merger Sub is 2001, Agricultural Bank of China Tower, 50 Connaught Road Central, Central, Hong Kong, + 852 3727 0300.

Trustbridge Filing Persons

Trustbridge Partners V, L.P. (“Trustbridge Partners V”) is an exempted limited partnership organized under the laws of the Cayman Islands indirectly controlled by TB Partners GP5 Limited. The principal business of Trustbridge Partners V is serving as a private equity fund.

Trustbridge Partners VII, L.P. (“Trustbridge Partners VII”) is an exempted limited partnership organized under the laws of the Cayman Islands indirectly controlled by TB Partners GP7 Limited. The principal business of Trustbridge Partners VII is serving as a private equity fund.

TB Partners GP5 Limited (“TB GP5”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands. The principal business of TB GP5 is serving as the general partner of Trustbridge Partners V’s general partner.

TB Partners GP7 Limited (“TB GP7”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands. The principal business of TB GP7 is serving as the general partner of Trustbridge Partners VII’s general partner.

The principal business address and telephone number of each Trustbridge Filing Person is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman, Cayman Islands, + 852 3727 0300.

Dmall Filing Persons

Retail Technology Asia Limited (“RTA”) is a company incorporated under the laws of Hong Kong and an indirectly wholly-owned subsidiary of Dmall Inc. The principal business of RTA is the development and delivery of retail technology. The business address and telephone number of RTA is Unit 717-718, Level 7, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong, + 852 3905 0660.

Dmall Inc. (多点數智有限公司, “Dmall”) is a business company incorporated under the laws of the British Virgin Islands and it offers a range of principal products and services designed to digitalize and optimize operations of the local retailers. The shares of which are listed on the Main Board of the Stock Exchange (stock code: 2586). The business address and telephone number of Dmall is Floor 15, Block B, Haidian Culture and Art Building No. 28, Zhongguancun Street, Haidian District Beijing, China, + 852 3905 0660.

Founder Filing Persons

Mr. Changxun Sun (the “Founder”) is a citizen of the People’s Republic of China whose principal business address is 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District, Beijing 100102, People’s Republic of China. His principal occupation is as the chief executive officer of the Company. The telephone number of Mr. Changxun Sun is +86 10 6477 5680.

Cloopen Co., Ltd. (“Cloopen Co”) is a company incorporated under the laws of the British Virgin Islands wholly owned by the Founder. The principal business of Cloopen Co is investment holding. The business address and telephone number of Cloopen Co is 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District, Beijing, +86 10 6477 5680.

Flawless Success Limited (“Flawless Success”) is a company incorporated under the laws of the British Virgin Islands and is a nominee of the Company’s employee incentive trust that holds such shares for and on behalf of the grantees under our share incentive plans issued due to exercise of options under the 2016 Share Incentive Plan. The principal business of Flawless Success is acting as a nominee of an employee incentive trust. The business address and telephone number of Flawless Success is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, +852 2760 2518.

During the last five years, none of the persons referred to above under the heading “The Parties Involved in the Merger”, and their directors and executive officers as listed in Annex F of this proxy statement has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Throughout this Proxy Statement (a) Cloopen Co, Trustbridge Partners V, Novo Investment HK Limited (“Novo”), Image Frame Investment (HK) Limited (“Image Frame”), Parantoux Vintage PE Ltd. (“Parantoux”) and Flawless Success are collectively referred to herein as the “Rollover Shareholders”; (b)   Cloopen Co, Trustbridge Partners VII, and RTA are collectively referred to herein as the “EC Investors” or the “Guarantors”; (c) Trustbridge Partners V, Trustbridge Partners VII, TB GP5, and TB GP7 are collectively referred to herein as the “Trustbridge Filing Persons”; (d) RTA and Dmall are collectively referred to herein as the “Dmall Filing Persons”; (f) the Founder, Cloopen Co, and Flawless Success are collectively referred to herein as the “Founder Filing Persons”; (g) Parent, HoldCo, Merger Sub, the Trustbridge Filing Persons, the Dmall Filing Persons and the Founder Filing Persons are collectively referred to as the “Buyer Group”.

The Merger (Page 70)

You are being asked to vote to authorize and approve the Agreement and Plan of Merger dated as of May 12, 2026 among the Company, Parent, HoldCo and Merger Sub (the “Merger Agreement”), and the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”), in connection with the Merger (the “Plan of Merger”), pursuant to which, once the Merger Agreement and the Plan of Merger are approved and authorized by the requisite vote of the shareholders of the Company and the other conditions to the completion of the Transactions are satisfied or waived in accordance with the terms of the Merger Agreement and the Plan of Merger, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving company and becoming a wholly-owned subsidiary of HoldCo (the “Surviving Company”).

The Surviving Company will be wholly owned by HoldCo and will continue to do business under the name “Cloopen Group Holding Limited” following the Merger. Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to this proxy statement. You should read the Merger Agreement and the Plan of Merger in their entirety because they, and not this proxy statement, are the legal documents that govern the Merger.

Merger Consideration (Page 71)

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share of the Company, issued and outstanding immediately prior to the Effective Time, other than Excluded Shares (as defined below) and Dissenting Shares (as defined below) and Class A Ordinary Shares represented by American depositary shares (each, an “ADS”), shall be cancelled in exchange for the right to receive US$0.4940 in cash per Share without interest and net of any applicable withholding taxes (the “Per Share Merger Consideration”) and each ADS (other than ADSs representing Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, shall be cancelled in exchange for the right to receive US$2.9641 in cash per ADS, without interest and net of any applicable fees, expenses, withholding taxes and other governmental charges (the “Per ADS Merger Consideration”). Notwithstanding the foregoing, if the Merger is completed, the following shares will not be cancelled in exchange for the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration described in the immediately preceding sentence, but shall be cancelled and shall cease to exist at the Effective Time as follows:

Treatment of Company Equity Awards (Page 71)

At the Effective Time, the Company will terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans. In addition, at the Effective Time, each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and each Company RSU that is then outstanding, whether or not vested, will be treated as described below.

In connection with the Merger, each Company Equity Award that is outstanding immediately prior to the Effective Time will be treated as follows: (a) each Company Equity Award held by certain key employees or the Rollover Shareholders will be cancelled and treated as follows: (i) a portion of such holder’s Company Equity Awards vested as of April 30, 2026 equal to the Cash-out Percentage will be converted into the right to receive a cash amount (without interest and net of any applicable withholding taxes), from the Surviving Company or one of its subsidiaries as soon as practicable following the Effective Time (and in any event no later than the next regularly scheduled employee payroll date) pursuant to the Company’s ordinary payroll practices, equal to (A) the Vested Company Option, the product of the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and the number of Shares underlying the portion being cashed out (provided that if the exercise price equals or exceeds the Per Share Merger Consideration, such portion will be cancelled without payment), and (B) in the case of any other Company Equity Award, including the Vested Company RSUs, the product of the Per Share Merger Consideration and the number of Shares underlying the portion being cashed out; (ii) the remaining vested portion (after deducting the cash-out portion) will be cancelled and replaced with a vested award comprised of other rights or property, subject to substantially equivalent terms and conditions, as reasonably determined by both HoldCo and the Company; and (iii) each Company Equity Award unvested as of April 30, 2026 held by such holder will be cancelled and replaced with an award comprised of other rights or property, subject to substantially equivalent terms and conditions, as reasonably determined by both HoldCo and the Company; (b) each Company Equity Award vested as of April 30, 2026 held by any holder other than a Rollover Shareholder or certain key employees will be cancelled and converted into the right to receive a cash payment (without interest and net of any applicable withholding taxes), payable by the Surviving Company or one of its subsidiaries as soon as practicable following the Effective Time (and in any event no later than the next regularly scheduled employee payroll date) pursuant to the Company’s ordinary payroll practices, equal to (i) in the case of a Vested Company Option, the product of the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and the number of Shares underlying such Vested Company Option (provided that if the exercise price equals or exceeds the Per Share Merger Consideration, such Vested Company Option will be cancelled without payment), and (ii) in the case of any Vested Company RSUs, the product of the Per Share Merger Consideration and the number of Shares underlying such award; and (c) each Company Equity Award unvested as of April 30, 2026 held by any holder other than a Rollover Shareholder or certain key employees will be cancelled and cease to exist without payment of any consideration or distribution therefor.

Purposes and Effects of the Merger (Page 45)

The purpose of the Merger is to enable HoldCo to acquire 100% ownership and control of the Company in a transaction in which the Company’s shareholders and ADS holders, other than holders of Excluded Shares and Dissenting Shares, will be cashed out in exchange for the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, so that HoldCo will bear the rewards and risks of the ownership of the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company’s operations or acquisitions of other businesses. See “Special Factors — Purposes of and Reasons for the Merger” beginning on page 45 for additional information.

The ADSs are currently quoted on OTC under the symbol “RAASY”. Following the consummation of the Merger, the Company will cease to be a publicly traded company and will be a privately held company wholly owned by HoldCo. Following the completion of the Merger, the ADSs will no longer be listed on any securities exchange or quotation system, including OTC. See “Special Factors — Effects of the Merger on the Company” beginning on page 45 for additional information.

Plans for the Company after the Merger (Page 48)

The Buyer Group anticipates that, after the Effective Time, the Company’s operations will be conducted substantially as they are currently being conducted, except that (a) the Company will cease to be a publicly traded company and will instead be a wholly-owned subsidiary of HoldCo, and (b) Parent will have incurred indebtedness under a term loan facility in connection with the Merger, and the Surviving Company will be expected to make distributions to Parent to service such indebtedness.

Following the completion of the Merger and the anticipated deregistration of the Shares and the ADSs, the Company will no longer be subject to the reporting requirements of the Exchange Act, or the compliance requirements of OTC and the related direct and indirect costs and expenses.

Recommendation of the Special Committee and the Board (Page 35)

The Special Committee reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger. The Special Committee, after consultation with its financial advisor and legal counsel and due consideration, unanimously (a) determined that the terms of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions are fair to, and in the best interests of, the Company, the Company’s shareholders and ADS holders (other than the holders of Excluded Shares and holders of ADSs representing Excluded Shares) and the unaffiliated security holders (as such term is defined in Rule 13e-3 of the Exchange Act, the “Unaffiliated Security Holders”), and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions and (b) recommended the approval and authorization of the Merger Agreement, the Plan of Merger and the Limited Guarantees substantially in the form presented to the Special Committee, and recommended the approval of the consummation of the Transactions by the shareholders of the Company, and unanimously recommended such to the Board and its audit committee and compensation committee.

The Board, acting upon the unanimous recommendation of the Special Committee, at a duly held meeting, has (a) determined that the terms of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, are fair to and in the best interests of the Company, the Company’s shareholders and ADS holders (other than the holders of Excluded Shares and holders of ADSs representing Excluded Shares) and the Unaffiliated Security Holders, and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger, the Limited Guarantees and to consummate the Transactions, (b) resolved that the execution, delivery and performance of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions be and each of them was, authorized and approved, and (c) resolved to direct that the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions be submitted to the shareholders of the Company for their approval and authorization at an extraordinary general meeting of the Company’s shareholders, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions.

ACCORDINGLY, THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AUTHORIZE AND APPROVE THE MERGER AGREEMENT, THE PLAN OF MERGER, THE LIMITED GUARANTEES AND THE CONSUMMATION OF THE TRANSACTIONS, INCLUDING THE MERGER, THE VARIATION OF CAPITAL AND THE ADOPTION OF AMENDED M&A, FOR THE PROPOSAL TO AUTHORIZE EACH DIRECTOR OF THE COMPANY TO DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE MERGER AGREEMENT, THE PLAN OF MERGER, THE LIMITED GUARANTEES AND THE CONSUMMATION OF THE TRANSACTIONS, INCLUDING THE MERGER, THE VARIATION OF CAPITAL AND THE ADOPTION OF AMENDED M&A, AND FOR THE PROPOSAL TO ADJOURN THE EXTRAORDINARY GENERAL MEETING IN ORDER TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING TO PASS THE SPECIAL RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING.

For a detailed discussion of the material factors considered by the Special Committee and the Board in determining to recommend the approval of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A, and in determining that the Merger is fair to and in the best interests of the Company, the Company’s shareholders and ADS holders (other than the holders of Excluded Shares and holders of ADSs representing Excluded Shares) and the Unaffiliated Security Holders, see “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 35 and “Special Factors — Effects of the Merger on the Company — Primary Benefits and Detriments of the Merger” beginning on page 47. The foregoing summary is qualified in its entirety by reference to these sections.

Position of Buyer Group Members as to the Fairness of the Merger (Page 40)

Each Buyer Group member believes that the Merger is fair to the Unaffiliated Security Holders. Their belief is based upon the factors discussed under “Special Factors — Position of Buyer Group Members as to the Fairness of the Merger” beginning on page 40.

Financing of the Merger (Page 49)

The Company and the Buyer Group estimate that the total amount of funds necessary to complete the Transactions, including the Merger, is anticipated to be approximately US$111 million as of the date of this proxy statement, assuming no exercise of dissenters’ rights by shareholders of the Company. In calculating this amount, the Company and the Buyer Group did not consider the value of Excluded Shares. This amount includes the cash to be paid to the holder of Shares and ADSs (other than the Rollover Shareholders) and to the holders of Vested Company Options and the Vested Company RSUs, as well as the related costs and expenses, in connection with the Transactions, including the Merger. The Buyer Group expects to provide this amount through a combination of (a) cash contributions contemplated by the equity commitment letters, dated as of May 12, 2026, between Parent and each EC Investor (each, an “Equity Commitment Letter”), and (b) proceeds from a committed term loan facility contemplated by the debt commitment letter, dated as of May 12, 2026 (the “Debt Commitment Letter”), by and between Parent and China Minsheng Banking Corp., Ltd Shanghai Pilot Free Trade Zone Branch (the “Lender”).

See “Special Factors — Financing of the Merger” beginning on page 49 for additional information.

Support Agreement (Page 51)

Concurrently with the execution and delivery of the Merger Agreement, the Founder and Rollover Shareholders entered into the Support Agreement with HoldCo, pursuant to which, among other things, each Rollover Shareholder agreed, upon the terms and subject to the conditions set forth therein, (a) to vote the Supporting Shares held by such holders in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) to subscribe for or otherwise receive shares of HoldCo at or immediately prior to the Effective Time in consideration of, and receive no cash consideration for, the cancellation of the Rollover Shares held by such holders in accordance with the terms of the Merger Agreement.

As of the date of this proxy statement, the Rollover Shareholders beneficially own in the aggregate approximately 30.39% of the total issued and outstanding Shares and approximately 59.35% of the total voting power of the outstanding Shares (excluding for the purpose of this calculation, the Shares they may acquire through the exercise of Company Equity Awards within 60 days of the date hereof).

Limited Guarantees (Page 51)

Concurrently with the execution and delivery of the Merger Agreement, each of Cloopen Co, Trustbridge Partners VII and RTA executed and delivered a Limited Guarantee in favor of the Company. Under the Limited Guarantees, each Guarantor has guaranteed in favor of the Company a portion of the payment obligations of Parent and HoldCo under the Merger Agreement for the termination fee and certain costs and expenses that may become payable to the Company by Parent and HoldCo under certain circumstances as set forth in the Merger Agreement.

Interim Investors Agreement (Page 51)

Concurrently with the execution and delivery of the Merger Agreement, Trustbridge Partners VII, the Founder, Parent, HoldCo and Merger Sub, and each of the other EC Investors entered into an interim investors agreement (the “Interim Investors Agreement”), which governs the relationship among the parties thereto with respect to the Merger Agreement and matters relating thereto until the earlier of the Effective Time and the termination of the Merger Agreement. 

The Interim Investors Agreement provides for, among other things, subject to certain limitations or exceptions therein, (a) the mechanism for making decisions relating to the Merger Agreement and ancillary agreements pending consummation of the Merger, (b) the mechanism for making decisions relating to the equity and debt financing pending consummation of the Merger, and (c) the arrangement for the sharing of certain fees and expenses among EC Investors. 

The Interim Investors Agreement also provides for (a) exclusivity obligations of the parties thereto, (b) obligations of the applicable investor to fund any equity financing shortfall amount resulting from a failure of an EC Investor affiliated with such investor to fund in full such EC Investor’s applicable cash equity commitment, and (c) obligations of each investor to, and to cause its affiliated EC Investor to, use reasonable best efforts to obtain applicable governmental consents and approvals.

See “Special Factors — Interim Investors Agreement” beginning on page 51 for additional information.

Opinion of the Special Committee’s Financial Advisor (Page 42)

Pursuant to an engagement letter dated January 7, 2026 and the addendum to the engagement letter dated April 29, 2026 (the “D&P Engagement Letter”), the Special Committee engaged Kroll, LLC (“Kroll”), operating through its Duff & Phelps Opinions Practice, to serve as its independent financial advisor and to provide a fairness opinion in connection with the Merger. On May 12, 2026, Kroll rendered its oral opinion (which was subsequently confirmed in writing by the delivery of Kroll’s written opinion, dated as of May 12, 2026, addressed to the Special Committee) to the Special Committee, to the effect that, as of that date and based upon and subject to the procedures followed, assumptions made, factors and matters considered and qualifications and limitations on the review undertaken by Kroll as set forth in its opinion, the Per Share Merger Consideration to be received by the holders of Class A Ordinary Shares (other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) in the Merger, was fair, from a financial point of view, to such holders (without giving effect to any impact of the Merger on any particular holder of Class A Ordinary Shares or ADSs other than in their capacity as holders of Class A Ordinary Shares or ADSs).

The opinion of Kroll was addressed to the Special Committee and only addressed the fairness from a financial point of view of the Per Share Merger Consideration to be received by holders of Class A Ordinary Shares (other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs) and the Per ADS Merger Consideration to be received by holders of ADSs (other than ADSs representing the Excluded Shares) in the Merger, and does not address any other aspect or implication of the Merger. The summary of the opinion of Kroll in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex D to this proxy statement and sets forth the procedures followed, assumptions made, factors and matters considered and qualifications and limitations on the review undertaken by Kroll in preparing its opinion. We encourage holders of Shares and ADSs to read carefully the full text of the written opinion of Kroll. However, the opinion of Kroll, the summary of the opinion and the related analyses set forth in this proxy statement are not intended to be, and do not constitute, advice or a recommendation to any shareholder or holder of ADSs, of the Company as to how to act or vote with respect to the Merger or any other matter. See “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 42 for additional information.

Interests of the Company’s Executive Officers and Directors in the Merger (Page 52)

In considering the recommendation of the Special Committee and the Board, the Company’s shareholders should be aware that certain of the Company’s directors and executive officers have interests in the Transactions that are different from, and/or in addition to, the interests of the Company’s shareholders and ADS holders generally. These interests include:

As of the date of this proxy statement, the directors and executive officers of the Company hold an aggregate of 10,789,978 Class A Ordinary Shares, 25,649,839 Class B Ordinary Shares, of which 3,900,000 Company options or Company restricted shares are vested or will be vested within 60 days after the date of this proxy statement.

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See “Special Factors — Interests of Certain Persons in the Merger” beginning on page 52 for additional information.

Conditions to the Merger (Page 86)

The obligations of Parent, HoldCo and Merger Sub to complete the Merger are also subject to the satisfaction, or waiver by HoldCo, of the following conditions:

The obligations of the Company to complete the Merger are subject to the satisfaction, or waiver by the Company, of the following conditions;

Termination of the Merger Agreement (Page 87)

The Merger Agreement may be terminated at any time prior to the Effective Time:

each as defined in the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 87.

U.S. Federal Income Tax Considerations (Page 57)

The receipt of cash pursuant to the Merger or through the exercise of dissenters’ rights in connection with the Merger will generally be a taxable transaction for U.S. federal income tax purposes. We believe that we were a passive foreign investment company, or “PFIC,” for U.S. federal income tax purposes for our 2025 taxable year and may continue to be classified as a PFIC for our 2026 taxable year, which may result in adverse U.S. federal income tax consequences to U.S. investors, including increased tax liability on gains on the disposition of the Shares and/or ADSs pursuant to the Merger and additional reporting requirements. See “Special Factors — U.S. Federal Income Tax Considerations” beginning on page 57. The tax consequences of the Merger to an owner of Shares or ADSs will depend upon its particular circumstances. Each U.S. Holder should consult its tax advisors for a full understanding of the U.S. federal, state, local, non-U.S. and other tax consequences of the Merger.

PRC Income Tax Consequences (Page 60)

The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law (the “EIT Law”) or that the gains recognized on the receipt of Merger consideration for the Shares or ADSs should otherwise be subject to PRC income tax to holders of such Shares or ADSs that are not PRC tax residents. However, there is uncertainty regarding whether the PRC tax authorities would deem the Company to be a resident enterprise, or whether the receipt of the Merger consideration for the Shares or ADSs should otherwise be subject to PRC income tax. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise under the EIT Law, or that the receipt of the Merger consideration for the Shares or ADSs should otherwise be subject to PRC income tax, then gains recognized on the receipt of Merger consideration for the Shares or ADSs pursuant to the Merger by the holders of such Shares or ADSs who are not PRC tax residents under the EIT Law could be treated as PRC-sourced income that would be subject to PRC enterprise income tax at a rate of 10% in the case of enterprises or individual income tax at a rate of 20% in the case of individuals (subject to applicable tax treaty relief, if any), and, regardless of whether the Company is considered a PRC resident enterprise, gains recognized on the receipt of Merger consideration for the Shares or ADSs will be subject to PRC income tax if the holders of such Shares or ADSs are PRC tax residents. It is unclear whether in practice non-PRC holders of such Shares or ADSs will be able to obtain the benefits of any applicable tax treaties if the Company is considered a resident enterprise for PRC tax purposes.

The Company does not believe that the Merger (or the Company’s offshore structure, if applicable) is without reasonable commercial purpose for purposes of the Bulletin on Certain Issues Relating to Indirect Transfer of Assets by Non-resident Enterprises (“Bulletin 7”) issued by the State Administration of Taxation, which became effective on February 3, 2015, and the Bulletin on the Source of Deduction of Income Tax for Non-resident Enterprises (“Bulletin 37”) issued by the State Administration of Taxation, which became effective on December 1, 2017, and, as a result, the Company does not intend to withhold any PRC enterprise income tax (under Bulletin 7 and Bulletin 37) from the Merger consideration to be paid to holders of the Shares or ADSs. You should consult your own advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences.

Please see “Special Factors — PRC Income Tax Consequences” beginning on page 60 for additional information.

Cayman Islands Tax Consequences (Page 61)

The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of cash for the Shares and ADSs under the terms of the Merger Agreement. This is subject to the qualification that (a) Cayman Islands stamp duty may be payable if any transaction documents are brought into or executed or produced before a court in the Cayman Islands, (b) registration fees will be payable to the Registrar of Companies in the Cayman Islands to register the Plan of Merger and to file the Variation of Capital and the Adoption of Amended M&A, and (c) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the Merger in the Cayman Islands Government Gazette.

Regulatory Matters (Page 56)

The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the Merger other than (a) the approvals, filings or notices required under the federal securities laws, (b) the filing of the Plan of Merger (and supporting documentation as specified in the Cayman Islands Companies Act) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the Certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of the Merger being published in the Cayman Islands Government Gazette, and (c) the filing, permits, authorizations, consents and approvals as may be required under any applicable PRC laws.

Litigation Related to the Merger (Page 56)

We are not aware of any lawsuit that challenges the Merger, the Merger Agreement or the Transactions.

Accounting Treatment of the Merger (Page 56)

The Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 “Business Combinations”, initially at the fair value of the Company as of the date of the closing of the Merger, which is the date of the acquisition.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting and the Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Q: When and where will the extraordinary general meeting be held?

A: The extraordinary general meeting will take place on      , at       a.m. (Beijing Time) at         .

Q: What am I being asked to vote on?

A: You will be asked to consider and vote on the following proposals:

Q: What is the Merger?

A: The Merger is a going private transaction pursuant to which Parent will acquire the Company. Once the Merger Agreement and the Plan of Merger are approved and authorized by the Company’s shareholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving the Merger as the Surviving Company. If the Merger is consummated, the Company will continue its operations as a privately held company wholly owned by HoldCo and, as a result of the Merger, the ADSs will no longer be quoted on OTC.

Q: When do you expect the Merger to be completed?

A: We are working toward consummating the Merger as soon as possible and currently expect the Merger to close in the fourth quarter of 2026, after all conditions to the Merger have been satisfied or waived.

Q: How does the Board recommend that I vote on the proposals?

A: After careful consideration, and upon the unanimous recommendation of the Special Committee, the Board recommends you to vote:

Q: What vote of the Company’s shareholders is required to authorize and approve the Merger Agreement and the Plan of Merger?

A: An affirmative vote of holders of Shares (including Class A Ordinary Shares represented by ADSs) representing at least two-thirds of the voting power of the outstanding Shares present and voting (as opposed to total outstanding Shares) in person or by proxy (or in the case of corporations, by their duly authorized representatives), as a single class at the extraordinary general meeting of the Company or any adjournment thereof is required to authorize and approve the Merger Agreement and the Plan of Merger, the Limited Guarantees, and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A.

Pursuant to the Support Agreement, the Rollover Shareholders have agreed to vote all of the Supporting Shares in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, which, as of May 12, 2026, collectively represent approximately 57.26% of the voting power of the total issued and outstanding Shares (excluding for the purpose of this calculation, the Shares they may acquire through the exercise of Company Equity Awards within 60 days of the date of this proxy statement).

Q: What vote of the Company’s shareholders is required to approve the proposal to adjourn the extraordinary general meeting, if necessary, to solicit additional proxies?

A: An affirmative vote of holders of Shares representing a simple majority of the votes cast by such holders entitled to vote, present and voting in person or by proxy (or in the case of corporations, by their duly authorized representatives), as a single class at the extraordinary general meeting is required.

Q: How do I vote if my Shares are registered in my name?

A: If Shares are registered in your name as of 5:00 p.m. New York City time on                  , the (“Share Record Date”), you should simply indicate on your proxy card how you want to vote, and sign and mail your proxy card in the accompanying return envelope as soon as possible so that it is received by the Company no later than                 a.m. (Beijing Time),                  , which is the deadline to lodge your proxy card for it to be valid, so that your Shares may be represented and voted at the extraordinary general meeting.

Alternatively, you can attend the extraordinary general meeting and vote in person. If your Shares are held by your broker, bank or other nominee, please see below for additional information.

Q: How do I vote if I own ADSs?

A: If you own ADSs as of the close of business in New York City on the ADS Record Date, you cannot vote at the extraordinary general meeting directly, but you may instruct the ADS Depositary (as the holder of Class A Ordinary Shares underlying your ADSs) (either directly if ADSs are held directly on the books and records of the ADS Depositary or indirectly through a bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of a holder of ADSs) how to vote the Class A Ordinary Shares underlying your ADSs by completing and signing the ADS voting instruction card and returning it in accordance with the instructions printed on it as soon as possible (in the case of ADSs held directly on the books of the ADS Depositary) or by following the instructions provided by your broker or other securities intermediary (in the case of ADSs held through a broker or other intermediary). The ADS Depositary must receive such instructions no later than 12:00 p.m. (New York City time) on                   in order to ensure the Class A Ordinary Shares underlying your ADSs are properly voted at the extraordinary general meeting. If you hold ADSs through a broker or other securities intermediary, you must follow the instructions you receive from that intermediary has to how to give instructions and the cutoff date and time by which those instructions must be received, which will be earlier than the date and time specified above.

Alternatively, if you own ADSs, you may vote at the extraordinary general meeting directly if you surrender your ADSs for cancellation to the ADS Depositary and become a holder of the Class A Ordinary Shares underlying your ADSs prior to the close of business in the New York City on the Share Record Date.

Q: If my Shares or ADSs are held in a brokerage, bank or other securities account, will my broker, bank or other securities intermediary vote my Shares or ADSs on my behalf?

A: Your broker, bank or other securities intermediary will only vote your Shares or give voting instruction with respect to Class A Ordinary Shares underlying your ADSs on your behalf if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your broker, bank or other securities intermediary regarding how to instruct it to vote your Shares or ADSs. If you do not instruct your broker, bank or other securities intermediary how to vote your Shares that it holds, those Shares or ADSs will not be voted.

Q: What will happen if I abstain from voting or fail to vote on the proposal to authorize and approve the Merger Agreement?

A: If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to the ADS Depositary, your broker, bank, or other securities intermediary, your vote will not be counted.

Q: May I change my vote?

A: Yes. If you are a holder of Shares, you may change your vote in one of the following three ways:

Registered holders of ADSs may endeavor to revoke their voting instructions or may endeavor to revise and replace their voting instructions by providing written notification to the ADS Depositary with the relevant voting instruction control details or a request for a new voting instruction card, in each case sufficiently in advance of the ADS voting instruction cut-off date and time. The ADS Depositary will make reasonable efforts to accommodate any timely received request to revoke or replace a voting instruction, however it cannot be assured and the ADS Depositary will not be responsible for any failure to do so.

If you hold your Shares or ADSs through a broker, bank or other securities intermediary and you have instructed your broker, bank or other securities intermediary to vote your Shares or ADSs, you must follow directions received from the broker, bank or other securities intermediary to change your instructions.

Q: What should I do if I receive more than one set of voting materials?

A: If you are a holder of record and your Shares or ADSs are registered in more than one name, you will receive more than one proxy or voting instruction or voting instruction card. Please submit each proxy card that you receive.

Q: If I am a holder of certificated Shares or ADRs, should I send in my Share certificates or my ADRs now?

A: No, please do NOT send in your certificates or ADRs now. After the Merger is completed, holders of certificated Shares will be sent a form of letter of transmittal with detailed written instructions for exchanging your share certificates for the Per Share Merger Consideration. Similarly, after the Merger is completed, ADR holders will be sent a form of letter of transmittal with detailed written instructions for exchanging your ADRs for the Per ADS Merger Consideration.

All holders of uncertificated Shares and uncertificated ADSs whose Shares or ADSs are held in book entry will automatically receive their net Merger consideration shortly after the Merger is completed without any further action required on the part of such holders. If your ADSs are held in a securities account with a broker or other securities intermediary, your broker or other securities intermediary will credit the net Merger consideration to your account.

Q: Am I entitled to dissenters’ rights?

A: Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares determined in accordance with Section 238 of the Cayman Islands Companies Act if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex E to this proxy statement. The fair value of each of their Shares determined in accordance with the Cayman Islands Companies Act could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares.

ADS holders will not have the right to exercise dissenters’ rights and seek appraisal and payment of the fair value of the Shares underlying their ADSs. The ADS Depositary will not attempt to exercise any dissenters’ rights for and on behalf of the ADS holders with respect to any of the Class A Ordinary Shares that it holds, even if an ADS holder requests the ADS Depositary to do so. ADS holders wishing to exercise dissenters’ rights must surrender their ADSs to the ADS Depositary for cancellation, pay the ADS Depositary’s fees required for the cancellation of their ADSs, provide instructions for the registration of the corresponding Class A Ordinary Shares in the Company’s register of members, and become registered holders of Class A Ordinary Shares prior to the vote to authorize and approve the Merger is taken at the extraordinary general meeting. Thereafter, such former ADS holders must comply with the procedures and requirements for exercising dissenters’ rights with respect to the Shares under Section 238 of the Cayman Islands Companies Act.

We encourage you to read the section of this proxy statement entitled “Dissenters’ Rights” beginning on page 90 as well as “Annex E — Cayman Islands Companies Act (As Revised) — Section 238” to this proxy statement carefully. This proxy statement is not to be construed or taken as legal advice on Cayman Islands law. Shareholders who wish to exercise any rights under Section 238 of the Cayman Islands Companies Act, or otherwise, should obtain their own copy of the complete Cayman Islands Companies Act and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

Q: What do I need to do now?

A: We urge you to read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and to consider how the Merger affects you as a shareholder. After you have done so, please vote as soon as possible.

Q: Will any proxy solicitors be used in connection with the extraordinary general meeting?

A: No.

Q: Who can help answer my questions?

A: If you have any questions about the Merger or if you need additional copies of this proxy statement or the accompanying proxy card, you should contact our Investor Relations Department at ir@yuntongxun.com.

In order for you to receive timely delivery of any additional copy of this proxy statement or the accompanying proxy card in advance of the extraordinary general meeting, you must make your request no later than ten days prior to the date of the extraordinary general meeting.

SPECIAL FACTORS

Background of the Merger

Events leading to the execution of the Merger Agreement described below occurred primarily in the PRC and Hong Kong. Accordingly, all dates and times referenced in this Background of the Merger, including events that may have occurred in different time zones, refer to China Standard Time unless otherwise indicated.

The Board and senior management of the Company periodically review the Company’s long-term strategic plans with the goal of maximizing shareholder value. As part of this ongoing process, the Board and senior management have, from time to time, considered strategic alternatives that may be available to the Company. The Founder, as an existing beneficial owner of the Company, has also from time to time evaluated the Company’s business and financial condition, market conditions and other developments relevant to the Company and its prospects.

In late 2025, representatives of Trustbridge Partners VII held preliminary discussions with the Founder to explore the possibility of a potential going-private transaction with respect to the Company. During these initial exploratory communications, the Founder and Trustbridge Partners VII did not engage in any detailed discussions or negotiations, or enter into any agreement or understanding, due to, among other reasons, the preliminary nature of the evaluation and the uncertainty of value.

On December 22, 2025, Trustbridge Partners VII and Cloopen Co entered into a consortium agreement regarding cooperation, participation and exclusivity in the evaluation, negotiation and consummation of a going-private transaction with respect to the Company.

On the same day, the Founder and Trustbridge Partners VII submitted to the Board a preliminary non-binding proposal (the “Proposal”) to acquire all of the outstanding Shares (including Shares represented by ADSs) that are not already beneficially owned by the Founder and Trustbridge Partners VII or their affiliates, for a proposed purchase price of US$0.4940 per Share, or US$2.9641 per ADS, in cash in a going private transaction (the “Proposed Transaction”).

On December 24, 2025, the Company issued a press release announcing the receipt of the Proposal.

On December 25, 2025, a meeting of the Board was convened. During the meeting, the Board determined that it was in the best interests of the Company to establish the Special Committee consisting of Mr. Adam Zhao, Mr. Tim Yimin Liu and Mr. Ziguang Gao, with Mr. Zhao serving as the chair of the Special Committee. The Board meeting was adjourned without any further discussion or votes relating to the Proposed Transaction. The Special Committee was granted by the Board on February 11, 2026, the power and authority to (i) establish, approve, modify, monitor and direct the process and procedures related to the review and evaluation of the Proposed Transaction and any alternative transaction, including the authority to determine not to proceed with any such process, procedures, review or evaluation, (ii) respond to any communications, inquiries or proposals regarding the Proposed Transaction or any alternative transaction, (iii) review, evaluate, investigate, pursue and negotiate the terms and conditions of the Proposed Transaction or any alternative transaction, (iv) solicit expressions of interest or other proposals for alternative transactions to the extent the Special Committee deems appropriate, (v) recommend to the Board and the Company whether the Proposed Transaction or any alternative transaction is advisable and is fair to, and in the best interests of, the Company and its shareholders (or any subset of the shareholders of the Company that the Special Committee determines to be appropriate), (vi) recommend rejection or approval of the Proposed Transaction or any alternative transaction to the Board, (vii) effect or recommend to the Board the consummation of the Proposed Transaction or any alternative transaction, (viii) review, analyze, evaluate and monitor all proceedings and activities of the Company related to the Proposed Transaction or any alternative transaction, (ix) take such actions as the Special Committee may deem to be necessary or appropriate in connection with anti-takeover provisions, including, without limitation, actions with respect to the adoption, amendment or redemption of a shareholder rights plan, (x) investigate the Company and any prospective acquirers, the Proposed Transaction or alternative transaction and matters related thereto as it deems appropriate, (xi) review and comment upon any and all documents and other instruments used in connection with the Proposed Transaction or any alternative transaction, including any and all materials to be filed with the SEC and other governmental and non-governmental persons and entities, (xii) authorize the issuance of press releases and other public statements, including filings with the SEC and other governmental and non-governmental persons and entities as the Special Committee considers appropriate regarding the Proposed Transaction or any alternative transaction or consideration thereof, and (xiii) take such other actions as the Special Committee may deem to be necessary or appropriate for the Special Committee to discharge its duties.

On December 29, 2025, the Company issued a press release announcing the formation of the Special Committee and furnished to the SEC such press release and the press release announcing the receipt of the Proposal as exhibits to a current report on Form 6-K.

Between December 25, 2025 and January 8, 2026, the Special Committee reached out to and was approached by multiple prospective advisors, including financial advisors and legal counsels, and solicited and received proposals with respect to the prospective services to be rendered to the Special Committee in connection with the Proposed Transaction.

On January 5, 2026, the Special Committee determined to retain Hogan Lovells (“Hogan”) as its U.S. legal counsel to assist the Special Committee in evaluating and negotiating the Proposed Transaction or any alternative transaction. The Special Committee’s decision was based on, among other factors, Hogan’s qualifications, extensive experience with mergers and acquisitions transactions, including representation of special committees in going-private transactions, and its significant history of working with Asia-based companies.

The Special Committee considered the proposals of various candidate investment banks. After discussion, the Special Committee decided to engage Kroll as its financial advisor. Among the reasons for Kroll’s selection were their extensive experience in mergers and acquisitions transactions, their strong reputation, their industry knowledge, and their lack of existing material relationships with the Company or the Buyer Group. The Special Committee, on behalf of the Company, entered into an engagement letter with Kroll on January 7, 2026 and amended by an addendum dated April 29, 2026.

On January 8, 2026, the Company issued a press release regarding the Special Committee’s appointment of Kroll as its financial advisor and Hogan as its U.S. legal counsel and furnished the press release as an exhibit to a current report on Form 6-K.

On January 19, 2026, the Special Committee convened an organizational meeting by video conference with Hogan and Kroll. Hogan led the Special Committee in a discussion of its key duties and responsibilities in the context of a going-private transaction and suggested key guidelines for the Special Committee to consider in this context. Thereafter, the Special Committee engaged in a discussion with its advisors regarding establishing a process and adopting a strategy and practices designed to maximize shareholder value. Kroll then briefly discussed the financial advisor’s responsibilities in the Proposed Transaction and the financial due diligence work it needed to conduct in order to perform its financial analysis of the Company and assess the offer. Then the Special Committee discussed with its advisors regarding the communication protocol with respect to potential investor questions and market inquires. After discussion, the Special Committee decided that all questions from external parties should be addressed to Kroll and Hogan who should consult the Special Committee in responding to such questions.

During the ensuing days, the Special Committee considered draft communications and confidentiality guidelines prepared by Hogan for directors, officers and employees of the Company to follow in light of and in connection with the Proposed Transaction and any alternative transaction, including guidelines on what information can and should be provided to the Buyer Group and to third parties involved in or potentially interested in pursuing an alternative transaction, and the circumstances and conditions under which such information should be provided. The guidelines were adopted by the Special Committee and subsequently delivered to the management of the Company on January 21, 2026.

On February 2, 2026, the Special Committee held a video conference meeting with Hogan and Kroll. Hogan reported to the Special Committee that Hogan and Kroll had meetings via video conference with certain significant shareholders of the Company, including representatives of Trustbridge Partners VII on January 26, 2026, and the Founder on January 27, 2026, respectively. During such meetings, the Founder confirmed, on behalf of the Buyer Group consisting of himself and Trustbridge Partners VII, that the Buyer Group is interested only in acquiring the outstanding shares of the Company that the Buyer Group does not already own, and that the Buyer Group does not intend to sell its shares in the Company to any third party in the foreseeable future. Trustbridge Partners VII explained that the Proposed Transaction is expected to be financed with a combination of the Buyer Group’s own existing cash, a debt facility from one or more financial institutions and funding from additional equity investors. The amount and financing terms of such financing are under discussion. 

Kroll then provided the Special Committee with an update on the progress being made to complete its preliminary financial analysis.

During the meeting, the Special Committee was informed of and considered the comments from investors, and instructed its advisors to keep monitoring comments from investors and take all relevant factors, including such comments, into consideration while assisting the Special Committee in evaluating the Proposed Transaction.

The Special Committee further discussed with its advisors whether to perform a market check. After robust discussion with its advisors, and taking into consideration all available facts, including (i) the Buyer Group owned shares in the Company representing approximately 53.98% of the outstanding voting power as of the date of the Proposal, (ii) the Buyer Group’s clear indication that it was committed to the current proposal and not any potential proposal from a third party, (iii) third parties may approach the Special Committee proactively to express an interest in a transaction with the Company, the Special Committee then came to the view that although it would not pursue a market check at this stage of the privatization process, it would remain open to any competing bids received or alternative transactions available.

Between February and early March 2026, representatives of Trustbridge Partners VII engaged in preliminary, high-level discussions from time to time with Investor A, and the Founder engaged in preliminary, high-level discussions from time to time with Dmall, to explore their respective preliminary interest in the Proposed Transaction. During these preliminary communications, no confidential information of the Company was shared, and no agreement, arrangement, or understanding was reached with any of such parties.

Between early February and early March 2026, with the assistance of Hogan, the Special Committee on behalf of the Company negotiated and entered into confidentiality agreements with Trustbridge Partners VII to facilitate its due diligence and the debt financing for the Proposed Transaction. Interested debt financing banks commenced due diligence shortly after executing the confidentiality agreement.

During March 2026, the Founder and representatives of Trustbridge Partners VII engaged in preliminary discussions with several existing shareholders to explore the possibility of rolling over their equity interests in the Company in connection with the Proposed Transaction. To facilitate further discussions and the sharing of confidential information, Trustbridge Partners VII sought and obtained the prior consent of the Special Committee to engage with such parties as potential rollover shareholders and to designate them as “Representatives” under the existing confidentiality agreement between the Company and Trustbridge Partners VII. Subsequently, Trustbridge Partners VII entered into back-to-back confidentiality letters with Novo, Parantoux, and Image Frame, pursuant to which such parties agreed to be bound by the confidentiality obligations thereunder. During the same period, Trustbridge Partners VII also entered into a back-to-back confidentiality letter with another existing shareholder (“Rollover Shareholder A”); however, following preliminary discussions, Rollover Shareholder A ceased further engagement with respect to the Proposed Transaction and did not proceed further.

On March 1, 2026, Han Kun Law Offices (“Han Kun”), in its capacity as legal counsel to the Buyer Group, sent an initial draft of the Merger Agreement to Hogan.

On March 9, 2026, the Special Committee held a video conference meeting with Hogan and Kroll. During the meeting, Hogan provided the Special Committee with an overview of the principal issues contained in the initial draft of the Merger Agreement, which include, among other things, (i) the Buyer Group’s plan to finance the Proposed Transaction through a combination of rollover financing from the rollover shareholders and debt financing, (ii) the absence of a “majority of the minority vote” requirement, (iii) the closing condition for the benefit of the Buyer Group that shareholders representing no more than 5% of the outstanding shares had exercised dissenters rights, (iv) the closing condition for the benefit of the Buyer Group that the cash of the Company and its subsidiaries on a consolidated basis (which, for the avoidance of doubt, shall include cash, restricted cash, term deposits, and short-term investments) solely to the extent that such amounts are freely convertible into cash within seven (7) business days without penalty, net of issued but uncleared checks, in each case available free of any lien (the “Available Cash”) of the Company immediately prior to closing equals to or exceeds US$130,000,000, and (v) certain trigger events for the termination of the Merger Agreement and the payment of termination fees.

Then the Special Committee discussed with its advisors regarding the possibility of using the Company cash in the Proposed Transaction. The Special Committee noted that, among other things, (i) the Company’s anticipated capital expenditures, indebtedness and insolvency are among the factors that the Company shall consider as to whether to permit the use of Company cash in a going-private transaction, (ii) the availability of cash (e.g. the amount and the circumstances under which such cash shall be maintained by the Company prior to the closing of the going-private transaction) shall be taken into account from the deal certainty perspective, and (iii) the availability of financing (with or without Company cash) should not be a condition for the Buyer Group to complete the Proposed Transaction.

After lengthy discussion and considering the views of its advisors, the Special Committee agreed on a proposed response to the key issues in the Merger Agreement, including, among other things, requesting the “majority of the minority vote”, rejecting the closing condition relating to the exercise of dissenters rights, rejecting the Available Cash closing condition, and requesting the ability for the Company to terminate the agreement if it received a superior proposal following execution of a definitive agreement or an intervening event occurs.

On March 11, 2026, Hogan sent the revised draft of the Merger Agreement to Han Kun.

Also on the same day, Han Kun circulated drafts of the Limited Guarantee and Equity Commitment Letter to Hogan.

On March 16, 2026, the Special Committee held a video conference meeting with Hogan and Kroll during which Kroll communicated to the Special Committee with respect to its preliminary financial analysis performed to date. The Special Committee instructed Kroll to adopt a balanced approach in gauging all relevant factors, respectively and holistically, to assess the reasonableness of the assumptions of management financial projections.

On March 19, 2026, Hogan provided Han Kun with comments to the Limited Guarantee and Equity Commitment Letter.

On March 21, 2026, a revised draft of the Merger Agreement was sent by Han Kun to Hogan. The revised Merger Agreement proposed, among other things, the Buyer Group’s proposed treatment of the Company’s share incentive awards, a compromise position on the fiduciary out construct and a reduced scope of the Company’s obligations between signing and closing of the Proposed Transaction. The draft also reiterated the Buyer Group’s position on requesting closing conditions relating to the exercise of dissenters rights and the Available Cash, and rejecting the “majority of the minority vote”.

On March 25, 2026, Han Kun sent the initial drafts of the Support Agreement and Interim Investors Agreement to Hogan.

On March 31, 2026, Han Kun circulated revised drafts of the Limited Guarantee and Equity Commitment Letter to Hogan.

On April 2, 2026, Hogan sent the revised draft of the Merger Agreement to Han Kun which generally made the agreement more favourable to the Company.

On April 9, 2026, Hogan provided Han Kun with comments to the Limited Guarantee, Equity Commitment Letter, Support Agreement and Interim Investors Agreement.

On April 10, 2026, Han Kun provided Hogan with a draft of the Debt Commitment Letter to be issued by China Minsheng Banking Corp., Ltd. Shanghai Pilot Free Trade Zone Branch (“Minsheng Bank”) to Parent, setting forth Minsheng Bank’s commitment to provide a term facility in an amount up to US$ 42,000,000 or its equivalent in RMB for the Merger, upon the terms set forth in the letter.

On April 12, 2026, Hogan provided Han Kun with comments to the Debt Commitment Letter.

On April 13, 2026, Han Kun sent revised drafts of the Merger Agreement, Support Agreement and Interim Investors Agreement to Hogan.

On April 13, 2026, the Special Committee discussed with its advisors regarding the request for the Buyer Group to increase its offer price. The Special Committee deliberated all relevant factors, including but not limited to, (i) the slowdown in China’s economic growth is considered temporary, and it is expected to rebound in the future, (ii) the competition in the operating environment of the Company’s CPaaS business is expected to ease up in the long run, and (iii) the Company’s revenue is expected to have substantial growth due to its investment in Cloud-based CC and Cloud-based UC&C business, and its profitability is expected to improve over time. The Special Committee then decided that it is timely to seek an improvement to the offer price from the Buyer Group, and instructed Kroll to ask the Buyer Group to increase its offer price. On April 14, 2026, Kroll sent to Han Kun an email to relate the Special Committee’s request for the Buyer Group to revert with an increased offer price.

Between March and April 2026, The Founder and Trustbridge Partners VII continuously evaluated the possibility of introducing additional equity sponsors to the Buyer Group, driven by their financing plan and preliminary discussions with prospective investors, including Dmall. On April 15, 2026, at the instruction of the Founder, Han Kun contacted Dmall to inquire whether Dmall would be interested in participating in the Buyer Group as an equity sponsor. Later that day, Dmall expressed its interest and requested a draft confidentiality agreement. Han Kun promptly notified the Special Committee of Dmall’s intention. The Special Committee required Dmall to enter into a separate, direct confidentiality agreement with the Company on substantially the same terms, without further renegotiation. On April 16, 2026, Han Kun circulated the draft confidentiality agreement to Dmall, which was subsequently executed by Dmall Digital Assets Limited, a wholly-owned subsidiary of Dmall and the Company on April 17, 2026. Later on April 17, 2026, Han Kun shared the drafts of the transaction documents with Dmall and its U.S. and Hong Kong legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP. Following the execution of the confidentiality agreement and the sharing of transaction documents, Dmall confirmed its interest in participating in the going-private transaction as an equity investor. As a result, the Buyer Group expanded to include Dmall, and from this point forward.

On April 17, 2026, Han Kun sent to Kroll an email setting out that the Buyer Group declined to increase its offer price at this time in consideration of, among other things, the highly speculative macroeconomic environment, the CPaaS competitive dynamics being intensified by both traditional competitors and emerging AI-driven communication solutions, and the Company’s Cloud UC&C expansion, though strategically sound, requiring substantial capital and disciplined execution in a competitive environment, which may challenge the sustained margin improvement constrained by competitive intensity and customer acquisition costs.

From mid-April to early May 2026, Hogan and Han Kun continued to negotiate the Merger Agreement while simultaneously advancing the related ancillary documents, including the Equity Commitment Letter and Limited Guarantee. Through multiple draft exchanges, the negotiations during this period focused not only on the core terms of the Merger Agreement, but also on key ancillary provisions such as the scope of the Guarantors’ waivers and the several and not joint nature of their obligations.

On May 7, 2026, Hogan sent the revised draft of the Merger Agreement to Han Kun which among other things, (i) did not include the “majority of the minority vote” provision considering that such condition was not required under Cayman Islands law, (ii) excluded the closing condition for the Buyer Group relating to the exercise of dissenters rights, and (iii) contained the closing condition of the Available Cash in the amount of US$85,000,000 in relation to the facility drawdown condition under the Debt Commitment Letter.

On May 11, 2026, Hogan and Han Kun traded cleanup comments on the various transaction documents in preparation of agreed forms of the Merger Agreement and other transaction documents.

On May 12, 2026, Minsheng Bank issued the Debt Commitment Letter to Parent, a copy of which was provided by Han Kun to Hogan on the same day.

On May 12, 2026, the Special Committee held a video conference meeting with Hogan and Kroll. The Special Committee noted that it had remained open to any competing bids that it may receive although no other alternative offers have been received to date. Hogan then reviewed the fiduciary duties applicable to the Special Committee in connection with the Proposed Transaction and the key terms in the Merger Agreement and the related transaction documents. Kroll then presented its financial analysis to the Special Committee and provided its oral opinion, which was subsequently confirmed in writing and is attached hereto as Annex D, to the effect that, as of May 12, 2026, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth in the opinion, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, the Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing Excluded Shares) are fair, from a financial point of view, to such holders. Please see “Special Factors – Opinion of the Special Committee’s Financial Advisor” for additional information regarding the financial analysis performed by Kroll and the opinion rendered by Kroll to the Special Committee. After considering the presentations of Hogan and Kroll, including Kroll’s fairness opinion, and taking into account the other factors described below under the heading titled “Special Factors–Reasons for the Merger and Position of the Special Committee and the Board,” the Special Committee then unanimously (a) determined that it was fair to, and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares and holders of ADSs representing Excluded Shares), and declared it advisable, for the Company to enter into the Merger Agreement, the Plan of Merger and the other documents being entered into in connection with the Merger to which it is a party, including, without limitation, the Limited Guarantees (together, the “Transaction Agreements”), and consummate the Transactions, (b) authorized and approved the execution, delivery and performance of this Agreement, the Plan of Merger and the Transaction Agreements to which the Company is a party, and the consummation of the Transactions, including the Merger, and (c) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, by the shareholders at the shareholders’ meeting and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval.

Following the meeting of the Special Committee, the Board convened a meeting with Hogan and Kroll. The Special Committee provided to the Board an overview of the Proposed Transaction and presented its recommendation to the Board. After considering the proposed terms of the Merger Agreement, the other Transaction Agreements and the unanimous determination and recommendation of the Special Committee, (a) the Board, on behalf of the Company, determined that it was fair (both substantively and procedurally) to and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares and holders of ADSs representing Excluded Shares), and declares it advisable, for the Company to enter into, deliver and perform the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transaction Agreements to which the Company is a party and consummate the Transactions, including the Merger, (b) the Board, on behalf of the Company, determined that the Per Share Merger Consideration was not less than the fair value of the shares for purposes of section 238(8) of the Cayman Islands Companies Act, (c) the execution, delivery and performance of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transaction Agreements to which the Company is a party, and the consummation of the Transactions, including the Merger, be, and each of them hereby was, authorized and approved, and (d) the Board, recommended the authorization and approval of the Merger Agreement, the Plan of Merger, the Limited Guarantees, and the consummation of the Transactions, including the Merger, by the shareholders at the shareholders’ meeting and directs that the Merger Agreement, the Plan of Merger, the Limited Guarantees and the consummation of the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval. See “Special Factors–Reasons for the Merger and Position of the Special Committee and the Board” for a full description of the resolutions of the Board at this meeting.

Later on May 12, 2026 (U.S. Eastern Time), the Company, Parent, HoldCo and Merger Sub executed and delivered the Merger Agreement and the applicable parties executed the related ancillary documents.

Later that day, the Company issued a press release announcing that it has entered into a definitive Merger Agreement with Parent, HoldCo and Merger Sub, and furnished the press release as an exhibit to a current report on Form 6-K.

Reasons for the Merger and Recommendation of the Special Committee and the Board

The Special Committee and the Board believe that, as a privately-held entity, the Company’s management may have greater flexibility to focus on improving the Company’s long term financial performance without the pressures caused by the public equity market’s valuation of the Company and emphasis on short-term period-to-period performance.

The Board, acting upon the unanimous recommendation of the Special Committee, which the Special Committee formed based in part on the advice and assistance of its financial and legal advisors, and on behalf of the Company, evaluated the Merger, including the terms and conditions of the Merger Agreement.

At a meeting on May 12, 2026, the Special Committee unanimously recommended that the Company’s Board adopt resolutions that:

On May 12, 2026, the Board approved and adopted the resolutions recommended by the Special Committee.

In the course of reaching their respective determinations, the Special Committee and the Board considered the following substantive factors and potential benefits of the Merger, each of which the Special Committee and the Board believed supported their respective decisions, but which are not listed in any relative order of importance:

In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Unaffiliated Security Holders and to permit the Special Committee and the Board to represent effectively the interests of such Unaffiliated Security Holders. These procedural safeguards, which are not listed in any relative order of importance, are discussed below:

The Special Committee and the Board also considered a variety of potentially negative factors discussed below concerning the Merger Agreement and the Merger, which are not listed in any relative order of importance:

The forgoing information and factors considered by the Special Committee and the Board are not intended to be exhaustive, but include the material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee recommended that the Board authorize and approve, and the Board authorized and approved the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transaction Agreements and the consummation of the Transactions, based upon the totality of the information presented to and considered by it.

In the course of reaching its conclusion regarding the fairness of the Merger to the Unaffiliated Security Holders and its decision to recommend the authorization and approval of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, the Special Committee considered financial analyses presented by Kroll as an indication of the going concern value of the Company. These analyses included, among others, a selected public companies analysis, a selected transactions analysis and a discounted cash flow analysis. All of the material analyses as presented to the Special Committee on May 12, 2026 are summarized under the caption “Special Factors – Opinion of the Special Committee’s Financial Advisor”. The Special Committee expressly adopted these analyses and the opinion of Kroll, among other factors considered, in reaching its determination as to the fairness of the transactions contemplated by the Merger Agreement, including the Merger.

Neither the Special Committee nor the Board considered the liquidation value of Company’s assets because each considers the Company to be a viable going concern business where value is derived from cash flows generated from its continuing operations. In addition, the Special Committee and the Board believe that the value of the Company’s assets that might be realized in a liquidation would be significantly less than its going concern value on the following grounds: (i) the realization of value in a liquidation would involve selling many distinct operating entities and such a process would likely be complex and time consuming and involve substantial costs, as buyers for each asset would need to be found, agreements negotiated and various regulatory approvals would be required, which might delay or impede such a process, (ii) a liquidation of some (but not all) assets would risk leaving unattractive, orphaned assets that would be difficult to monetize and involve substantial costs, (iii) the tax implications in a liquidation are difficult to quantify, and could be significant relative to a sale of the Company as a going concern, (iv) liquidation value analysis does not take into account any value that may be attributed to the Company’s ability to build and attract new business.

Each of the Special Committee and the Board believes the analyses and additional factors it reviewed provided an indication of the Company’s going concern value. The Board and management of the Company have been dedicated to maximizing shareholder value. Taking into account the historical trading prices of ADSs and the current condition of the U.S. stock market, each of the Special Committee and the Board believes that the Per Share Merger Consideration and Per ADS Merger Consideration offered by the Buyer Group appropriately reflects the intrinsic present value of Shares, while allowing sufficient potential for future growth to attract the Buyer Group to enter into the Merger Agreement and complete the Merger. Each of the Special Committee and the Board also considered the purchase prices paid in previous purchases as described under the caption “Transactions in the Shares and ADSs”. Neither the Special Committee nor the Board considered the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the shareholders of the Company, as a factor.

In reaching its determination that the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, are fair to and in the best interests of the Company and the Unaffiliated Security Holders and its decision to authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, the Board, on behalf of the Company, considered the analysis and recommendation of the Special Committee and the factors examined by the Special Committee as described above under this section and under “Special Factors – Background of the Merger” and adopted such recommendations and analysis.

During its consideration of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, the Board was also aware that some of the Company’s directors and shareholders, including the Founder, has interests with respect to the Merger that are, or may be, different from, or in addition to those of the Unaffiliated Security Holders generally, as described under the section entitled “Special Factors —Interests of Certain Persons in the Merger.” Except as discussed in “Special Factors – Background of the Merger,” “Special Factors – Reasons for the Merger and Recommendation of the Special Committee and the Board,” and “Special Factors – Opinion of the Special Committee’s Financial Advisor,” no director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of Unaffiliated Security Holders for purposes of negotiating the terms of the transaction and/or preparing a report concerning the fairness of the transaction, as applicable.

For the foregoing reasons, each of the Special Committee and the Board believes that the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger, are substantively and procedurally fair to and in the best interests of the Company and the Unaffiliated Security Holders.

Position of Buyer Group Members as to the Fairness of the Merger

Under SEC rules governing going-private transactions, each Buyer Group member is required to express its belief as to the fairness of the Merger to the Unaffiliated Security Holders. Each Buyer Group member is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Buyer Group members as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder or ADS holder of the Company as to how that shareholder or ADS holder should vote on the proposal to authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger. The Buyer Group members which are shareholders and/or ADS holders of the Company have interests in the Merger that are different from, and/or in addition to, those of the other shareholders or ADS holders of the Company by virtue of their continuing interests in the Surviving Company after the completion of the Merger. These interests are described under “— Interests of Certain Persons in the Merger — Interests of Buyer Group Members” beginning on page 52.

The Buyer Group members believe that the interests of the Unaffiliated Security Holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Buyer Group members attempted to negotiate a transaction that would be most favorable to them, and not to the Unaffiliated Security Holders and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were substantively or procedurally fair to the Unaffiliated Security Holders. None of the Buyer Group members or their respective affiliates participated in the deliberations of the Special Committee regarding, nor received any advice from the Special Committee’s independent legal or financial advisors as to, the fairness of the Merger to the Unaffiliated Security Holders.

Furthermore, none of the Buyer Group members or their respective affiliates undertook a formal evaluation of the fairness of the Merger to the Unaffiliated Security Holders. No financial advisor provided any Buyer Group member or its affiliates with any analysis or opinion with respect to the fairness of the Merger consideration to the Unaffiliated Security Holders.

Based on their knowledge and analysis of available information regarding the Company, discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Special Committee and the Board discussed under “— Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 35, and based on the following factors, which are not listed in any relative order of importance, the Buyer Group members believe that the Merger is both substantively and procedurally fair to the Unaffiliated Security Holders:

The Buyer Group members’ consideration of the factors described above reflects their assessment of the fairness of the Per Share Merger Consideration and the Per ADS Merger Consideration in relation to the going-concern value of the Company on a stand-alone basis. However, the Buyer Group members did not seek to establish a pre-Merger going concern value for the Shares and ADSs to determine the fairness of the Merger consideration to the Unaffiliated Security Holders because following the Merger the Company will have a significantly different capital structure.

In their consideration of the fairness of the Merger, the Buyer Group members did not undertake an appraisal of the assets of the Company to determine the Company’s liquidation value for the Unaffiliated Security Holders as the Buyer Group members did not consider the Company’s liquidation value to be a relevant valuation method because they consider the Company to be a viable going concern where value is derived from cash flows generated from its continuing operations, and because the Company will continue to operate its business following the Merger. Moreover, the Buyer Group members believe that the value of the Company’s assets that might be realized in a liquidation would be less than its going-concern value.

The Buyer Group members did not consider net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger. The Buyer Group notes, however, that the Per ADS Merger Consideration of US$2.9641 and the Per Share Merger Consideration of US$0.4940 are substantially higher than the net book value of the Shares disclosed in the Company’s 2025 Form 20-F for the fiscal year ended December 31, 2025. Please see “Where You Can Find More Information” beginning on page 97 for a description of how to obtain a copy of the Company’s 2025 Form 20-F.

Except as otherwise disclosed in this proxy statement, the Buyer Group members are not aware of, and thus did not consider, any offers or proposals made by any unaffiliated person, other than the Buyer Group, during the past two years for (a) the merger or consolidation of the Company with or into another company, or vice versa, (b) an acquisition of the Company, (c) a tender offer or other acquisition of any class of the Company’s securities, (d) the sale or other transfer of a material amount of the assets of the Company or (e) a purchase of the Company’s securities that would enable the purchaser to exercise control over the Company. Except as otherwise disclosed in this proxy statement, the Buyer Group members did not make any purchases of securities of the Company during the past two years, and so did not consider any such purchases in their fairness determination.

Cayman Islands law does not require, and the Merger Agreement is not subject to, approval by holders of a majority of the Company’s outstanding Shares unaffiliated with the Buyer Group members. As a result of the procedural safeguards described above, the Buyer Group members concluded that the Merger is procedurally fair to the Unaffiliated Security Holders.

The foregoing is a summary of the information and factors considered and given weight by the Buyer Group members in connection with their evaluation of the fairness of the Merger to the Unaffiliated Security Holders, which is not intended to be exhaustive, but is believed by the Buyer Group members to include all material factors considered by them. The Buyer Group members did not find it practicable to assign, and did not assign, relative weights to the individual factors considered in reaching their conclusion as to the fairness of the Merger to the Unaffiliated Security Holders. Rather, their fairness determination was made after consideration of all of the foregoing factors as a whole.

The Buyer Group members believe these factors provide a reasonable basis for their belief that the Merger is both substantively and procedurally fair to the Unaffiliated Security Holders. This belief, however, is not intended to be and should not be construed as a recommendation by any Buyer Group member to any Unaffiliated Security Holder as to how such Unaffiliated Security Holder should vote with respect to the approval and adoption of the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, including the Merger.

Certain Financial Projections

The following table sets forth the Management Projections prepared by the Company’s management and considered by the Special Committee and Kroll in connection with their analysis of the Proposed Transaction:

Notes:

Opinion of the Special Committee’s Financial Advisor

Pursuant to the D&P Engagement Letter, Kroll was retained to serve as the Special Committee’s independent financial advisor and to provide a fairness opinion in connection with the Merger. Kroll is an internationally recognized financial services firm that, among other things, is regularly engaged in the investment banking business, including the valuation of businesses and securities in connection with mergers and acquisitions, underwritings and private placements of securities, and other investment banking services.

At a meeting of the Special Committee on May 12, 2026, Kroll rendered its oral opinion (which was confirmed in writing by the delivery of Kroll’s written opinion, dated as of May 12, 2026, addressed to the Special Committee) to the Special Committee that, as of such date and based upon and subject to the factors, assumptions, qualifications and limitations set forth in its opinion, the Per Share Merger Consideration to be received by the holders of Class A Ordinary Shares (other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) in the Merger, was fair, from a financial point of view, to such holders (without giving effect to any impact of the Merger on any particular holder of Class A Ordinary Shares or ADSs other than in their capacity as holders of Class A Ordinary Shares or ADSs). No limitations were imposed by the Special Committee upon Kroll with respect to the investigations made or procedures followed by it in rendering its opinion.

The full text of the written opinion of Kroll dated May 12, 2026, which sets forth the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken, is attached as Annex D to this proxy statement and is incorporated herein by reference. The summary of the opinion of Kroll set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The holders of Class A Ordinary Shares and ADSs are urged to read the opinion in its entirety. Kroll’s written opinion is addressed to the Special Committee (in its capacity as such), is directed only to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by the holders of Class A Ordinary Shares (other than the Excluded Shares, Dissenting Shares and the Shares represented by ADSs) and the Per ADS Merger Consideration to be received by holders of ADSs (other than ADSs representing the Excluded Shares) and does not constitute, a recommendation to any holder of Class A Ordinary Shares or ADSs as to how such holder should vote or act with respect to the Merger or any other matter. Kroll did not recommend any specific amount of consideration for the Merger, that any specific amount of consideration constituted the only appropriate consideration for the Merger, or that the Per Share Merger Consideration or Per ADS Merger Consideration was the best price possibly attainable under any circumstances. Kroll has consented to the inclusion of its opinion in its entirety, the presentation materials, and the descriptions thereof in this proxy statement and any other filing the Company is required to make with the SEC in connection with the Merger if such inclusion is required by applicable law.

In connection with its opinion, Kroll has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances to enable Kroll to render its opinion. Kroll also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Kroll’s procedures, investigations, and financial analysis with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

In performing its analyses and rendering its opinion with respect to the Merger, Kroll, with the Company’s and the Special Committee’s consent:

To the extent that any of the foregoing assumptions or any of the facts on which Kroll’s opinion is based prove to be untrue in any material respect, Kroll’s opinion cannot and should not be relied upon. Furthermore, in Kroll’s analysis and in connection with the preparation of its opinion, Kroll has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Merger.

Kroll has prepared its opinion effective as of May 12, 2026. Its opinion was necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of May 12, 2026, and Kroll disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion which may come or be brought to the attention of Kroll after May 12, 2026.

Kroll did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Kroll has not been requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger, the assets, businesses or operations of the Company, or any alternatives to the Merger, (ii) negotiate the terms of the Merger, and therefore, Kroll has assumed that such terms are the most beneficial terms, from the Company’s perspective, that could, under the circumstances, be negotiated among the parties to the Merger Agreement and the Merger, or (iii) advise the Special Committee or any other party with respect to alternatives to the Merger. Kroll did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject.

Kroll is not expressing any opinion as to the market price or value of the Company’s Shares or ADSs (or anything else) prior to or after the announcement or the consummation of the Merger. Kroll’s opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Kroll has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering its opinion, Kroll was not expressing any opinion with respect to the amount or nature of any compensation to any of the Company’s officers, directors, or employees, or any class of such persons, relative to the Merger Consideration, or with respect to the fairness of any such compensation.

Kroll’s opinion was furnished for the use and benefit of the Special Committee in connection with its consideration of the Merger. Kroll’s opinion (i) does not address the merits of the underlying business decision to enter into the Merger versus any alternative strategy or transaction; (ii) does not address any transaction related to the Merger; (iii) is not a recommendation as to how the Special Committee, the Board or any other person (including security holders of the Company) should vote or act with respect to any matters relating to the Merger, or whether to proceed with the Merger or any related transaction; and (iv) does not indicate that the Merger Consideration is the best possibly attainable under any circumstances; instead, it merely states whether the Merger Consideration in the Merger is within or above a range suggested by certain financial analyses. The decision as to whether to proceed with the Merger or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which its opinion is based. Kroll’s opinion should not be construed as creating any fiduciary duty on the part of Kroll to any party.

Kroll’s opinion is solely that of Kroll, and Kroll’s liability in connection with its opinion shall be limited in accordance with the terms set forth in the D&P Engagement Letter. Kroll’s opinion is confidential, and its use and disclosure are strictly limited in accordance with the terms set forth in the D&P Engagement Letter.

Summary of Financial Analysis

Set forth below is a summary of the material analyses performed by Kroll in connection with the delivery of its opinion to the Special Committee. This summary is qualified in its entirety by reference to the full text of Kroll’s opinion, attached hereto as Annex D. While this summary describes the analyses and factors that Kroll deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Kroll. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis. In arriving at its opinion, Kroll did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Kroll believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the fairness opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Kroll was based on all analyses and factors taken as a whole, and also on the application of Kroll’s own experience and judgment.

The financial analyses summarized below include information presented in tabular format. In order for Kroll’s financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Kroll’s financial analyses.

Discounted Cash Flow Analysis

Kroll performed a discounted cash flow analysis of the projected future unlevered free cash flows attributable to the Company for the fiscal years ending December 31, 2026 through December 31, 2033, with unlevered “free cash flow” defined as cash that is available either to reinvest or to distribute to security holders, which is determined by adjusting EBITDA for taxes, capital expenditures, and changes in working capital. The discounted cash flow analysis was used to determine the net present value of estimated future free cash flows using a weighted average cost of capital as the applicable discount rate. For the purposes of its discounted cash flow analysis, Kroll used and relied upon the Management Projections, which are described in this proxy statement in the section entitled “Special Factors—Certain Financial Projections” beginning on page 41. The costs associated with the Company being a publicly-listed company, as provided by the management of the Company, were excluded from the Management Projections because such costs would likely be eliminated as a result of the Merger.

Kroll estimated the net present value of all cash flows attributable to the Company after fiscal year 2033 (the “Terminal Value”) using a perpetuity growth formula assuming terminal growth rate of 3.5%, which took into consideration an estimate of the expected long-term growth rate of the Chinese economy and the Company’s business. Kroll used discount rates ranging from 16.0% to 18.0%, reflecting Kroll’s estimate of the Company’s weighted average cost of capital, to discount the projected free cash flows and the Terminal Value. Kroll estimated the Company’s weighted average cost of capital by estimating the weighted average of the Company’s cost of equity (derived using the capital asset pricing model) and the Company’s after-tax cost of debt. Kroll believes that this range of discount rates is consistent with the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles.

Based on these assumptions, Kroll’s discounted cash flow analysis resulted in an estimated enterprise value for the Company of RMB 8.10 million to RMB 50.90 million and a range on implied values of the Company’s ADS of US$2.69 to US$2.80.

Selected Public Companies and Merger and Acquisition Transactions Analyses

Kroll analyzed selected public companies and selected merger and acquisition transactions for purposes of estimating valuation multiples with which to calculate a range of implied enterprise values of the Company. This collective analysis was based on publicly available information and is described in more detail in the sections that follow.

The companies used for comparative purposes in the following analysis were not directly comparable to the Company, and the transactions used for comparative purposes in the following analysis were not directly comparable to the Merger. Kroll does not have access to non-public information of any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of the Company and the Merger cannot rely solely upon a quantitative review of the selected public companies and selected transactions, but involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company. Therefore, the selected public companies and the selected merger and acquisition transactions analyses are subject to certain limitations.

Selected Public Companies Analysis. Kroll compared certain financial information of the Company to corresponding data and ratios from publicly traded companies in the software industry that Kroll deemed relevant to its analysis. For purposes of its analysis, Kroll used certain publicly available historical financial data and consensus equity analyst estimates for the selected publicly traded companies. The eight companies included in the selected public company analysis in the software industry were:

● Aurora Mobile Limited

● Beijing Xunzhong Communication Technology Co., Ltd.

● TI Cloud Inc.

● 8x8, Inc.

● Five9, Inc.

● IBEX Limited

● RingCentral, Inc.

● Twilio Inc.

Kroll selected these companies for its analysis based on their relative similarity, primarily in terms of business model, to that of the Company.

The tables below summarize certain observed trading multiples and historical and projected financial performance, on an aggregate basis, of the selected public companies. The estimates for 2026 and 2027 in the tables below with respect to the selected public companies were derived based on information for the 12-month periods ending closest to the calendar year ends for which information was available. Data related to the Company’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) were adjusted for purposes of this analysis to eliminate public company costs and non-recurring income (expenses).

Due to the limited comparability of the selected public companies’ financial metrics relative to the Company, rather than applying a range of selected multiples from a review of the public companies, Kroll reviewed various valuation multiples for the Company implied by the valuation range determined from the discounted cash flow analysis in the context of the Company’s relative size, growth in revenue and profits, profit margins, capital spending and other characteristics that it deemed relevant.

Notes:

The Company’s EBITDA is adjusted to exclude public company costs and non-recurring items as provided by the management of the Company.

Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non-Controlling Interest) - (Cash & Equivalents) - (Net Non-Operating Assets)

LTM = Latest Twelve Months

CAGR = Compounded Annual Growth Rate

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization

NM = Not Meaningful

NA = Not Available

Source: Capital IQ, Bloomberg, company Filings, annual and interim Reports.

Selected M&A Transactions Analysis. Kroll compared the Company to the target companies involved in the selected merger and acquisition transactions listed in the table below. The selection of these transactions was based on, among other things, the target company’s industry, the relative size of the transaction compared to the Merger, and the availability of public information related to the transaction. The selected software industry transactions indicated enterprise value to LTM revenue multiples ranging from 0.40x to 2.69x with a median of 1.69x and enterprise value to LTM EBITDA multiples ranging from 7.1x to 21.2x with a median of 18.2x.

The Company is not directly comparable to the target companies in the selected M&A transactions analysis given certain characteristics of the transactions and the target companies, including business and industry comparability and lack of recent relevant transactions. Therefore, although it reviewed the selected M&A transactions analysis, Kroll did not select valuation multiples for the Company based on the selected M&A transactions analysis.

Notes:

LTM = Latest Twelve Months

Source: Capital IQ, Bloomberg, company filings, press releases

Summary of Selected Public Companies /M&A Transactions Analyses

Kroll noted that while it reviewed the selected public companies and the selected M&A transactions, it did not select valuation multiples for the Company based on the selected public companies analysis and the selected M&A transactions analysis for the reasons described in the sections entitled “Selected Public Companies Analysis” and “Selected M&A Transactions Analysis” above, respectively.

Summary of Financial Analysis

The range of estimated enterprise values for the Company that Kroll derived from its discounted cash flow analysis was within a range of RMB 8.10 million to RMB 50.90 million based on the analyses described above.

Based on the concluded enterprise value, Kroll estimated the range of common equity value of the Company to be RMB 1,004.63 million to RMB 1,047.43 million by:

Based on the foregoing analysis, Kroll estimated the value of each ADS to range from US$2.69 to US$2.80 as of the date of its fairness opinion.

Kroll noted that the Per Share Merger Consideration to be received by the holders of Class A Ordinary Shares (other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) in the Merger was higher than the range of the per Share value and the per ADS value, respectively, indicated in its analyses.

Kroll’s opinion was only one of the many factors considered by the Special Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Special Committee.

Fees and Expenses

As compensation for Kroll’s services in connection with the rendering of its opinion to the Special Committee, the Company agreed to pay Kroll a fee of US$$600,000, consisting of a nonrefundable retainer of US$225,000 payable upon engagement, and US$375,000 payable upon Kroll rendering the opinion whether orally or in writing to the Special Committee.

No portion of Kroll’s fee is refundable or contingent upon the consummation of the Proposed Transaction or the conclusion reached in the opinion. The Company has also agreed to indemnify Kroll for certain liabilities arising out of its engagement. In addition, the Company has agreed to reimburse Kroll for its reasonable out-of-pocket expense (including the fees and expenses of outside counsel) incurred in connection with the rendering of its opinion, not to exceed US$50,000.

The terms of the fee arrangements with Kroll, which the Company believes are customary in transactions of this nature, were negotiated at arm’s length, and the Special Committee and the Company’s Board are aware of these fee arrangements.

Other than this engagement to render its opinion to the Special Committee, during the two years preceding the date of its opinion, Kroll has provided certain valuation services to Trustbridge Partners and received fees, expense reimbursement, and indemnification for such engagement.

Purposes of and Reasons for the Merger

Buyer Group Members

Under the rules governing going-private transactions, each Buyer Group member is deemed to be engaged in a going private transaction and, therefore, required to express his, her or its reasons for the Merger to the Unaffiliated Security Holders. Each Buyer Group member is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For the Buyer Group members, the purpose of the Merger is to enable the Buyer Group members to collectively acquire, directly or indirectly, 100% control of the Company in a transaction in which the Company’s holders of Shares and ADSs other than the Rollover Shareholders will be cashed out in exchange for the Per Share Merger Consideration and the Per ADS Merger Consideration, as applicable, so that the Buyer Group members will benefit from the rewards and bear the risks of ownership of the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company’s operations.

The Buyer Group members believe that the operating environment has changed significantly since the Company’s initial public offering, and that, as a privately held company, the Company will have greater flexibility to focus on addressing the challenges to the Company’s long-term financial performance and strategic positioning without the constraints caused by the public equity market’s valuation of the Company and emphasis on short-term period-to-period performance.

The Company faces a number of challenges in the marketplace, including, among others, the following:

These factors have increased the uncertainty and volatility inherent in the business of the Company and companies in the cloud-based communications industry. As a result, the Buyer Group members are of the view that there is potential for considerably greater short and medium-term volatility in the Company’s financial results and growth trajectory. Responding to current market challenges will require tolerance for volatility in the performance of the Company’s business and a willingness to make business decisions focused on improving the Company’s long-term financial performance and competitive position. The Buyer Group members believe that these strategies would not be effectively implemented if the Company were to continue to be publicly traded in the United States. Following the Merger, the Company’s management will have greater flexibility to focus on improving long-term financial performance and competitive position without the pressures exerted by the U.S. public market’s valuation of the Company and the emphasis on short-term period-to-period performance.

As a privately held company, the Company will be relieved of many of the other expenses, requirements and constraints imposed on companies that are subject to the public reporting requirements under the U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act of 2002. The need for the management of the Company to be responsive to Unaffiliated Security Holders’ concerns and to engage in an ongoing dialogue with Unaffiliated Security Holders can distract from management’s time and attention to the effective operation and improvement of the business.

In particular, the Buyer Group believes that as a privately held company, the Company would no longer be subject to (a) the increased costs of regulatory compliance as an SEC reporting company and (b) the requirement to disclose a considerable amount of business information to the public, some of which would otherwise be considered competitively sensitive and may potentially help the Company’s actual or potential competitors, customers, lenders and vendors compete against the Company or make it more difficult for the Company to negotiate favorable terms with them, as the case may be.

The Buyer Group members decided to undertake the going-private transaction at this time because they want to take advantage of the benefits of the Company being a privately held company as described above and because the Buyer Group was able to obtain committed debt and equity financing in connection with the Merger.

The Company

The Company’s purpose for engaging in the Merger is to enable its shareholders and ADS holders to receive US$0.4940 per Share and US$2.9641 per ADS (less US$5.00 per 100 ADSs (or portion thereof) cancellation fee and the annual depositary servicing fee of $0.05 per ADS, payable pursuant to the Deposit Agreement), in each case, in cash, without interest and net of any applicable withholding taxes, which represents (i) a premium of 51.23% to the closing trading price of the ADSs on December 19, 2025, the last trading day prior to the Company’s receipt of the “going-private” proposal on December 22, 2025, (ii) a premium of 74.87% and 86.22% to the volume-weighted average closing price during the last 15 and 30 trading days prior to the date of the Proposal and (iii) a premium of 110.22% to the closing price of the ADSs on May 11, 2026, the last trading day prior to the execution of the Merger Agreement. The Company believes its long-term objectives can best be pursued as a private company. The Company has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Board described in detail under the caption “— Reasons for the Merger and Recommendation of the Special Committee and the Board.”

Effects of the Merger on the Company

Private Ownership

ADSs representing Class A Ordinary Shares are currently quoted on OTC under the symbol “RAASY”. It is expected that, following the consummation of the Merger, the Company’s ADS program for Class A Ordinary Shares maintained pursuant to the Deposit Agreement will be terminated, and the Company, as the Surviving Company, will cease to be a publicly traded company and will instead become a private company beneficially owned by the Buyer Group.

Following the completion of the Merger, ADSs will no longer be listed on any securities exchange or quotation system, including OTC, and price quotations with respect to sales of the ADSs in the public market will no longer be available. In addition, registration of Class A Ordinary Shares under the Exchange Act may be terminated upon the Company’s application to the SEC if Class A Ordinary Shares are not listed on a national securities exchange or quotation system and there are fewer than 300 record holders of Shares. Ninety days after the filing of Form 15 in connection with the completion of the Merger or such longer period as may be determined by the SEC, registration of the ADSs and the underlying Class A Ordinary Shares under the Exchange Act will be terminated and/or suspended and the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act of 2002, applicable to public companies. As a result, the Company will no longer incur the costs and expenses of complying with such requirements. After the completion of the Merger, the Company’s shareholders will no longer enjoy the rights or protections that the U.S. federal securities laws provide, including reporting obligations for directors, officers and principal securities holders of the Company.

Upon completion of the Merger, (a) each Share, other than Excluded Shares, the Dissenting Shares and the Class A Ordinary Shares represented by ADSs, issued and outstanding immediately prior to the Effective Time, will be cancelled and cease to exist in exchange for the right to receive the Per Share Merger Consideration in cash per Share without interest, and (b) each ADS (other than ADSs representing Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, will be cancelled in exchange for the right to receive the Per ADS Merger Consideration (less US$5.00 per 100 ADSs (or portion thereof) cancellation fee and the ADS Depositary’s servicing fee of $0.05 per ADS, payable pursuant to the terms of the Deposit Agreement, expenses, taxes and other governmental charges), in cash, without interest. At the Effective Time, (a) Excluded Shares (including Excluded Shares represented by ADSs) will be cancelled for no cash consideration or distribution therefor and (b) the Dissenting Shares will be cancelled and cease to exist in exchange for the right to receive the fair value of such Shares determined in accordance with Section 238 of the Cayman Islands Companies Act. At the Effective Time, each share of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Surviving Company. As a result, current shareholders of the Company, other than the Rollover Shareholders, will no longer have any equity interest in, or be shareholders of the Company upon completion of the Merger and the ADSs will represent only a right to receive cash consideration. As a result, the Company’s shareholders and ADS holders, other than the Rollover Shareholders, will not have the opportunity to participate in the earnings and growth of the Company and they will not have the right to vote on corporate matters. Similarly, the Company’s current shareholders and ADS holders, other than the Rollover Shareholders, will not be exposed to the risk of loss in relation to their investment in the Company.

In addition to the foregoing, at the Effective Time, the Company will terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans. In addition, at the Effective Time, each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and each Company RSU that is then outstanding, whether or not vested, will be treated as described below.

In connection with the Merger, each Company Equity Award that is outstanding immediately prior to the Effective Time will be treated as follows: (a) each Company Equity Award held by certain key employees or the Rollover Shareholders will be cancelled and treated as follows: (i) a portion of such holder’s Company Equity Awards vested as of April 30, 2026 equal to the Cash-out Percentage will be converted into the right to receive a cash amount (without interest and net of any applicable withholding taxes), from the Surviving Company or one of its subsidiaries as soon as practicable following the Effective Time (and in any event no later than the next regularly scheduled employee payroll date) pursuant to the Company’s ordinary payroll practices, equal to (A) in the case of a Vested Company Option, the product of the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and the number of Shares underlying the portion being cashed out (provided that if the exercise price equals or exceeds the Per Share Merger Consideration, such portion will be cancelled without payment), and (B) in the case of a Vested Company RSUs, the product of the Per Share Merger Consideration and the number of Shares underlying the portion being cashed out; (ii) the remaining vested portion (after deducting the cash-out portion) will be cancelled and replaced with a vested award comprised of other rights or property, subject to substantially equivalent terms and conditions, as reasonably determined by both HoldCo and the Company; and (iii) each Company Equity Award unvested as of April 30, 2026 held by such holder will be cancelled and replaced with an award comprised of other rights or property, subject to substantially equivalent terms and conditions, as reasonably determined by both HoldCo and the Company; (b) each Company Equity Award vested as of April 30, 2026 held by any holder other than a Rollover Shareholder or certain key employees will be cancelled and converted into the right to receive a cash payment (without interest and net of any applicable withholding taxes), payable by the Surviving Company or one of its subsidiaries as soon as practicable following the Effective Time (and in any event no later than the next regularly scheduled employee payroll date) pursuant to the Company’s ordinary payroll practices, equal to (i) in the case of a Vested Company Option, the product of the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and the number of Shares underlying such Vested Company Option (provided that if the exercise price equals or exceeds the Per Share Merger Consideration, such Vested Company Option will be cancelled without payment), and (ii) in the case of any Vested Company RSUs, the product of the Per Share Merger Consideration and the number of Shares underlying such award; and (c) each Company Equity Award unvested as of April 30, 2026 held by any holder other than a Rollover Shareholder or certain key employees will be cancelled and cease to exist without payment of any consideration or distribution therefor.

Directors and Management of the Surviving Company

If the Merger is completed, the current memorandum and articles of association of the Company will be replaced in their entirety by the memorandum and articles of association in the form attached as Appendix II to the Plan of Merger. In addition, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time and/or such other persons as designated by HoldCo shall be the initial directors of the Surviving Company and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Company, in each case, unless otherwise determined by HoldCo prior to the Effective Time, and shall hold office until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the memorandum and articles of association of the Surviving Company.

Primary Benefits and Detriments of the Merger

The primary benefits of the Merger to the Unaffiliated Security Holders include, without limitation, the following:

The primary detriments of the Merger to the Unaffiliated Security Holders include, without limitation, the following:

The primary benefits of the Merger to the Buyer Group members include the following:

The primary detriments of the Merger to the Buyer Group members include the following:

The Company’s Net Book Value and Net Earnings

After the closing of the Merger, each member of Buyer Group will have a direct or indirect interest in the Company’s net book value and net earnings in proportion to such member’s direct or indirect ownership interest in the Surviving Company. The Company’s net losses attributable to shareholders for the fiscal year ended December 31, 2025 was approximately US$34.23  million and the Company’s net book value attributable to shareholders as of December 31, 2025 was approximately US$120.32 million.

The table below sets forth the indirect beneficial interest in the Company’s net book value and net earnings for the members of the Buyer Group before and after the Merger, based on the historical net book value and net losses of the Company as of and for the fiscal year ended December 31, 2025.

(1) Ownership percentages prior to the Merger are based on 324,121,401 Shares issued and outstanding as of the date of this proxy statement.

Plans for the Company after the Merger

Following the completion of the Merger, the Buyer Group anticipates that the Company will continue to conduct its operations substantially as they are currently being conducted, except that it will (a) cease to be a publicly traded company and will instead be beneficially owned by the Buyer Group members which or whose affiliates will become shareholders of Parent, which wholly owns HoldCo and, in turn, wholly owns the Surviving Company and (b) be indirectly subject to additional debt obligations, as Parent will have incurred indebtedness under a term loan facility in connection with the Merger. The increase in debt for the Parent following the completion of the Merger reflects the borrowing under a term loan facility in an amount up to the equivalent of US$42,000,000 in RMB as part of the financing by the Buyer Group of the funds necessary to complete the Merger and the related transactions at the time of closing of the Merger, including for the payment of the Merger consideration to the Unaffiliated Security Holders. The Buyer Group has discussed the possibility of internal reorganization involving the Company’s subsidiaries for improving the Company’s corporate and capital structure.

Following the completion of the Merger and the anticipated deregistration of the Shares and ADSs, the Company will no longer be subject to the Exchange Act or the compliance requirements of the OTC and the related direct and indirect costs and expenses, and may experience positive effects on financial performance as a result of the elimination of such costs and expenses.

Except as set forth in this proxy statement and transactions already under consideration by the Company, the Buyer Group does not have any current plans, proposals or negotiations that relate to or would result in any of the following:

However, the Buyer Group has discussed the possibility of engaging in future strategic transactions or relisting the Company in mainland China, Hong Kong or another non-U.S. stock exchange, and the Buyer Group will continue to evaluate the Company’s entire business and operations from time to time, and may propose or develop plans and proposals which they consider to be in the best interests of the Company and its equity holders, including the disposition or acquisition of material assets, alliances, joint ventures, and other forms of cooperation with third parties, mergers, reorganization or other extraordinary transactions involving , including the possibility of relisting the Company or a substantial part of its business on another stock exchange. The Buyer Group expressly reserves the right to make any changes they deem appropriate to the operation of the Surviving Company in light of such evaluation and review as well as any future development.

Alternatives to the Merger

The Special Committee was formed on December 25, 2025 in response to the Board’s receipt on December 22, 2025 of the Proposal. The Special Committee noted that the Proposal was publicly announced on December 24, 2025, third parties may approach the Special Committee proactively to express an interest in a transaction with the Company. The Special Committee further noted that the Buyer Group owned shares in the Company representing approximately 53.98% of the outstanding voting power as of the date of the Proposal, and during the process the Buyer Group clearly indicated that it was committed to the Proposal and not any potential proposal from a third party. Taking these considerations into account, the Special Committee decided that although it would not pursue a market check, it would remain open to any competing bids received or alternative transactions available. As of May 12, 2026, the Special Committee has not received any other alternative offers. The Special Committee then decided that there was no viable alternative to the proposed sale of the Company to the Buyer Group. See “Special Factors – Background of the Merger.”

The Special Committee also took into account that prior to the receipt of shareholder approval, the Company can terminate the Merger Agreement in order to enter into an acquisition agreement with respect to a Superior Proposal, subject to the payment of a termination fee to the extent provided in the Merger Agreement. In this regard, the Special Committee recognized that it has flexibility under the Merger Agreement to respond to an alternative transaction proposed by a third party that is or is reasonably likely to result in a Superior Proposal, including the ability to provide information to and engage in discussions and negotiations with such party (and, if such proposal is a Superior Proposal, recommend such proposal to the Company’s shareholders).

The Special Committee and the Board also considered the advisability of rejecting the Proposal and allowing the Company to remain as a publicly-traded company. However, based on the considerations set forth in “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board”, the Special Committee and the Board concluded that remaining as a public company would be less favorable than the Merger as a means to enhance the value of the Unaffiliated Security Holders’ interests in the Company.

Effects on the Company if the Merger Is Not Completed

The Company is not currently aware of any reason why the Merger will not be completed as contemplated by the Merger Agreement. If the Merger were not completed for any reason, however, holders of Shares and ADSs (other than Excluded Shares and ADSs representing Excluded Shares) would not receive the Per Share Merger Consideration or Per ADS Merger Consideration that is contemplated by the Merger Agreement and the Plan of Merger. Instead, the Company would remain a publicly-traded company and the ADSs would continue to be quoted on OTC for the foreseeable future. The Unaffiliated Security Holders would therefore continue to be subject to opportunities and risks similar to those to which they are currently subject with respect to their ownership of the Shares and ADSs. The effect of these risks and opportunities on the future value of the Unaffiliated Security Holders’ Shares and ADSs cannot be predicted with any certainty. There is also a risk that the market price of the ADSs would decline if the Merger were not completed, based on an assumption that the current market price reflects an expectation on the part of investors that the Merger will be completed.

If the Merger Agreement is terminated under specified circumstances, the Company may be required to pay HoldCo a termination fee equal to US$1,601,160 plus HoldCo’s reasonable costs and expenses actually incurred by HoldCo (including reasonable fees and expenses of counsel) on or prior to the termination of the Merger Agreement or HoldCo may be required to pay the Company a termination fee equal to US$3,202,319 plus, Company’s reasonable costs and expenses actually incurred by Company (including reasonable fees and expenses of counsel) on or prior to the termination of the Merger Agreement, in each case as described under the caption “The Merger Agreement — Termination Fees and Reimbursement of Expenses” beginning on page 89.

If the Merger were not completed for any reason, the Board could be expected from time to time thereafter to evaluate and review the business, operations, dividend policy, and capitalization of the Company and make such changes as it deemed appropriate. If the Merger were not completed for any reason, it is possible that no other comparable transaction acceptable to the Company would be offered, and that the Company’s business, prospects, and results of operations would be adversely affected.

Financing of the Merger

The Company and the Buyer Group estimate that the total amount of funds necessary to complete the Transactions, including the Merger, is anticipated to be approximately US$111 million as of the date of this proxy statement, assuming no exercise of dissenters’ rights by shareholders of the Company. In calculating this amount, the Company and the Buyer Group did not consider the value of Excluded Shares. This amount includes the cash to be paid to the holders of Shares and ADSs (other than the Rollover Shareholders) and to the holders of Vested Company Options and Vested Company RSUs, as well as the related costs and expenses, in connection with the Transactions, including the Merger.

The Buyer Group expects to provide this amount through a combination of (a) cash contributions contemplated by the Equity Commitment Letters, dated as of May 12, 2026, between Parent and each EC Investor, and (b) the proceeds from a committed term loan facility contemplated by the Debt Commitment Letter.

Under the terms and subject to the conditions of the Equity Commitment Letters, the EC Investors will provide equity financing in an aggregate amount of up to approximately US$72.3 million to Parent to complete the Merger.

Under the terms and subject to the conditions of the Debt Commitment Letter, the lender committed to underwrite, provide and fund a term loan facility in RMB up to the equivalent of US$42 million to fund the Merger.

Equity Financing

Pursuant to the Equity Commitment Letters, the EC Investors have committed, subject to the terms and conditions therein, to purchase, or cause the purchase of, equity securities of Parent, at or prior to the Effective Time, for aggregate cash consideration of up to approximately US$72.3 million.

The amount of each EC Investor’s equity commitment under its Equity Commitment Letter is approximately US$36 million by Trustbridge Partners VII, US$36 million by RTA, US$0.3 million by Cloopen Co, with such funds to be used by Parent solely for the purpose of financing such portion of the funds required to complete the Transactions, including the Merger.

The funding of each EC Investor’s equity commitment under its Equity Commitment Letter is conditioned upon (a) the satisfaction in full or waiver, if permissible, of the conditions to Parent’s, HoldCo’s and Merger Sub’s obligation to complete the Merger under the Merger Agreement (other than any conditions that by their nature are to be satisfied at the closing of the Merger but subject to the prior or substantially concurrent satisfaction of such conditions), (b) the debt financing described below and/or any alternative financing (if applicable) having been funded or will be funded at the closing of the Merger (in an amount that, when the funded portion of the debt financing and/or the alternative financing (if applicable) is added to the aggregate commitments under the Equity Commitment Letters, is sufficient to pay the closing payments) if the equity financing is funded, (c) the substantially contemporaneous funding to Parent of the contributions contemplated by the other Equity Commitment Letters and (d) the substantially contemporaneous consummation of the closing of the Merger.

Each Equity Commitment Letter and the obligation of each EC Investor to fund the equity commitment under its Equity Commitment Letter will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time, at which time such obligation will be discharged but subject to the performance of such obligation, (b) the termination of the Merger Agreement in accordance with its terms, (c) the Company or any Company related party (which, for the purpose of this sentence, shall exclude the Guarantor, any other Guarantor, any Rollover Shareholder, any management party and any affiliate of the foregoing), or any person claiming by, through or for the benefit of any of the foregoing, asserting in writing a claim that (i) such EC Investor’s, Parent’s or any of their respective affiliates’ liability under or in respect of such EC Investor’s Equity Commitment Letter, the Merger Agreement, the relevant Limited Guarantee, any of the transactions contemplated thereby and/or any related matters is not limited to the amount of the relevant commitment (in case of such Equity Commitment Letter) or the relevant cap (in the case of the relevant Limited Guarantee) or that the limitation of such liability to the amount of such commitment or cap is illegal, invalid or unenforceable, in whole or in part, or (ii) the liability of such EC Investor (as the Guarantor) under or in respect of the relevant Limited Guarantee is not limited in accordance with the limitations set forth therein, or that any of such limitations is illegal, invalid or unenforceable, in whole or in part, and (d) the Company or any Company related party (which, for the purpose of this sentence, shall exclude the Guarantor, any other Guarantor, any Rollover Shareholder, any management party and any affiliate of the foregoing), or any person claiming by, through or for the benefit of any of the foregoing, asserting in writing a claim against the EC Investor or any non-recourse party under or in connection with such Equity Commitment Letter or any other transaction document or any of the transactions contemplated hereby or thereby and/or any related matters, other than the Company or any Company related party asserting any retained claim against any non-recourse party(ies) against which such retained claim may be asserted pursuant to the relevant Limited Guarantee.

The Company is an express third-party beneficiary of each of the Equity Commitment Letters to the extent of its right to seek specific performance of each of the equity commitments under the circumstances in which the Company would be permitted by the Merger Agreement to obtain specific performance requiring Parent to enforce the equity commitments. Each EC Investor may, subject to the terms and conditions set forth in its Equity Commitment Letter and the Interim Investors Agreement, assign, delegate or otherwise transfer its rights, benefits or obligations set forth therein, including its obligation to fund its commitment, in whole or in part to its affiliates to which it has allocated all or a portion of its commitment, so long as such assignment, delegation or transfer does not relieve such EC Investor of its obligations thereunder.

Debt Financing

On May 12, 2026, Parent entered into a Debt Commitment Letter together with the term sheet attached thereto (collectively, with the Debt Commitment Letter, the “Debt Commitment Documents”) with the Lender pursuant to which the Lender has committed, subject to the terms and conditions therein and the entry into the facility agreement and related security documents and ancillary documents (together, the “Finance Documents”), to provide a committed term loan facility (the “Term Facility” and the loans thereunder, the “Term Facility Loans”) to Parent in an amount in the RMB equivalent of no more than US$42 million, and in any event, not exceeding 35% of the cash portion of the Merger consideration, and the payment of all fees, costs and expenses in connection with the Merger (the “Total Transaction Consideration”).

If (a) it becomes illegal in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by the Debt Commitment Documents or to fund or issue the Term Facility, or (b) the Lender is prohibited from providing debt financing for merger transactions of the same nature as the Merger by any applicable PRC rules issued by any PRC regulators, the Lender shall (i) promptly notify Parent upon becoming aware of that event and (ii) in consultation with Parent, take all reasonable steps to mitigate any circumstances which arise and which would result in the Term Facility not being available including (but not limited to) transferring its rights and obligations under the Debt Commitment Documents to one or more of its affiliates.

Either Parent or the Lender may terminate its respective obligations under the Debt Commitment Documents upon prior written notice if: (a) Parent notifies the Lender (which it shall do so as soon as reasonably practicable) that (i) it has conclusively and definitively withdrawn and terminated its (and any of its affiliates’) bid for relevant shares of the Company, (ii) the Special Committee has notified Parent’s (and any of its affiliates’) offer for the Company and its subsidiaries is conclusively and definitively rejected, (iii) the Special Committee conclusively and definitively terminates the Merger process or (iv) the Merger Agreement is terminated in accordance with the terms thereof; (b) Parent (or the shareholders of Parent on its behalf) notifies the Lender (which it shall do so as soon as reasonably practicable) that it has used, is obligated to use, or has irrevocably decided to use the financing commitments from any financial institution(s) other than the Lender to finance the total transaction consideration; or (c) completion of the Merger has not occurred by 11:59 p.m. Hong Kong time on May 12, 2027 (as such time and date may be extended and notified by Parent to the Lender from time to time).

Limited Guarantees

Concurrently with the execution and delivery of the Merger Agreement, each Guarantor executed and delivered a Limited Guarantee. Under the Limited Guarantees, each Guarantor has guaranteed in favor of the Company a portion of the payment obligations of Parent and HoldCo under the Merger Agreement for the termination fee and certain costs and expenses that may become payable to the Company by Parent and HoldCo under certain circumstances as set forth in the Merger Agreement.

Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, the Founder and Rollover Shareholders entered into the Support Agreement with HoldCo, pursuant to which, among other things, each Rollover Shareholder agreed, upon the terms and subject to the conditions set forth therein, (a) to vote the Supporting Shares held by such holders in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (b) to subscribe for or otherwise receive shares of HoldCo at or immediately prior to the Effective Time in consideration of, and receive no cash consideration for, the cancellation of the Rollover Shares held by such holders in accordance with the terms of the Merger Agreement.

As of the date of this proxy statement, the Rollover Shareholders beneficially own in the aggregate approximately 30.39% of the total issued and outstanding Shares and approximately 59.35% of the total voting power of the outstanding Shares (excluding for the purpose of this calculation, the Shares they may acquire through the exercise of Company Equity Awards within 60 days of the date hereof).

Interim Investors Agreement

Concurrently with the execution of the Merger Agreement, Trustbridge Partners VII, the Founder, Parent, HoldCo and Merger Sub, and each of the other EC Investors entered into the Interim Investors Agreement.

The Interim Investors Agreement governs until the earlier of the Effective Time and the termination of the Merger Agreement (subject to, as applicable, the survival of certain provisions), among other matters, the actions of and the relationship among Parent Parties and EC Investors with respect to the Merger Agreement and the Transactions.

The Interim Investors Agreement provides for, among other things and, subject to certain limitations or exceptions therein, (a) the mechanism for making decisions relating to the Merger Agreement pending consummation of the Merger, (b) the mechanism for making decisions with respect to equity and debt financing pending consummation of the Merger, and (c) certain fees and expenses sharing arrangements among EC Investors.

Pursuant to the Interim Investors Agreement, from and after the date of the Interim Investors Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, each party to the Interim Investors Agreement:

From and after the date of the Interim Investors Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, the Founder is required to and is required to cause any of his affiliates that hold Rollover Shares to vote all of their Rollover Shares against any competing transaction or any other transaction, proposal, agreement or action made in opposition to the authorization and approval of the Merger Agreement, the Plan of Merger or the consummation of the Transactions, including the Merger, or in competition or inconsistent with the Transactions, including the Merger.

The Interim Investors Agreement also provides for (a) Trustbridge Partners VII’s right to adjust the allocation of cash equity commitments among EC Investors and, if required, the obligation of the investor affiliated with a failing EC Investor to provide additional cash equity commitments to cover the resulting shortfall, and (b) obligations of each party to cause its affiliated EC Investor to use reasonable best efforts to obtain applicable governmental consents and approvals required in connection with the funding of its Commitment

The Interim Investors Agreement further provides that, concurrently with the closing, (i) the EC Investors or their applicable affiliates will enter into a shareholders agreement governing the relationship among the shareholders of Parent following the Effective Time, and (ii) each EC Investor and Rollover Shareholder, or their respective applicable affiliates, will enter into a shareholders agreement governing the relationship among the shareholders of HoldCo following the Effective Time. The terms of such shareholders agreements have not been finalized as of the date of this proxy statement.

Remedies

The parties to the Merger Agreement may be entitled to specific performance of the terms of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement, in addition to any other remedy at law or equity.

The Company’s right to obtain an injunction or injunctions, or other appropriate form of specific performance or equitable relief, in each case with respect to causing the equity financing from the EC Investors to be funded at any time or to effect the closing of the Merger, is, however, subject to (a) the satisfaction in full or waiver, if permissible, at or prior to the closing of the Merger, of each of the mutual conditions to the parties’ obligations to complete the Merger and the conditions to Parent’s, HoldCo’s and Merger Sub’s obligations to complete the Merger (other than those conditions that by their nature are to be satisfied at the closing of the Merger but subject to the prior or substantially concurrent satisfaction of such conditions), (b) Parent, HoldCo or Merger Sub failing to complete the closing of the Merger by the date on which the closing of the Merger is required to have occurred pursuant to the terms of the Merger Agreement, (c) the debt financing (or any alternative financing as permitted under the Merger Agreement) has been funded or will be funded at the closing of the Merger if the equity financing is funded at the closing of the Merger, and (d) the Company having irrevocably confirmed in writing that if specific performance is granted and the equity financing and debt financing are funded, the closing of the Merger will occur.

While the parties may pursue both a grant of specific performance and monetary damages, none of them will be permitted or entitled to receive both a grant of specific performance that results in the closing of the Merger and monetary damages.

The maximum aggregate liabilities of Parent group (including the Buyer Group members and their affiliates), on the one hand, and the Company, on the other hand, for monetary damages in connection with the Merger Agreement are limited to (a) a termination fee of US$3,202,319 and US$1,601,160, respectively, (b) reimbursement of certain expenses in the event the Company or Parent fails to pay the applicable termination fee or expenses when due and in accordance with the requirements of the Merger Agreement, and (c) the out-of-pocket costs and other payments incurred by the Company or any of its subsidiaries in connection with the arrangement of the financing and any information utilized in connection therewith.

Interests of Certain Persons in the Merger

In considering the recommendation of the Special Committee and the Board with respect to the Merger, you should be aware that each member of the Buyer Group has interests in the transaction that are different from, and/or in addition to, the interests of the Unaffiliated Security Holders generally. The Board and the Special Committee were aware of such interests and considered them, among other matters, in reaching their decisions to authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions, and recommend that our shareholders vote in favor of authorizing and approving the Merger Agreement, the Plan of Merger, the Limited Guarantees and the Transactions.

Interests of Buyer Group Members

As the result of the Merger, HoldCo will own 100% of the equity interest in the Surviving Company at the Effective Time. Parent owns 100% of the equity interest in HoldCo.

Following the Effective Time, the equity interests in Parent will be held by Trustbridge Partners VII, RTA and Cloopen Co, with each of Trustbridge Partners VII and RTA holding approximately 49.79% and Cloopen Co holding approximately 0.42% of the equity interests in Parent, in each case subject to adjustments set forth in the Interim Investors Agreement. In addition, HoldCo will be held by Parent and the Rollover Shareholders (whose Rollover Shares will be cancelled in exchange for newly issued shares of HoldCo pursuant to the Support Agreement). The specific allocation of equity interests in HoldCo among Parent and the Rollover Shareholders will be determined based on the number of Rollover Shares contributed by each Rollover Shareholder relative to the total consideration paid in the Merger, in accordance with the terms of the Support Agreement and the Interim Investors Agreement. Because of Parent’s equity interest in HoldCo and HoldCo’s equity interest in the Surviving Company, each Buyer Group member will directly or indirectly enjoy the benefits from any future earnings and growth of the Company after the Merger which, if the Company is successfully managed, could exceed the value of their original investments in the Company, including the amount paid by the Buyer Group members as Merger consideration for the Company’s Shares (including Shares represented by ADSs) that are not Excluded Shares or Dissenting Shares. The Buyer Group members will also directly bear the corresponding risks of any possible decreases in the future earnings, growth or value of the Company, and the Buyer Group members will have no certainty of any future opportunity to sell their Shares at an attractive price.

The Merger may also provide additional means to enhance shareholder value for the Buyer Group members, including improved financial performance due to the elimination of the expenses associated with public company reporting and compliance; increased flexibility and responsiveness in management of the business to achieve growth and respond to competition without the restrictions of short-term earnings comparisons; and additional means for making liquidity available to the Buyer Group members, such as through dividends or other distributions.

In connection with the Merger, Mr. Changxun Sun is expected to provided a personal guarantee in favor of Minsheng Bank in connection with the term loan facility described under “Special Factors — Financing of the Merger — Debt Financing.” Such personal guarantee may be released upon the perfection of the pledge over the cash margin maintained by the Surviving Company pursuant Debt Commitment Documents. The Buyer Group and the Special Committee were aware of this anticipated interest of the Founder in the Merger.

Interests of the Company’s Executive Officers and Directors in the Merger

In considering the recommendation of the Special Committee and the Board, the Company’s shareholders should be aware that certain of the Company’s directors and executive officers have interests in the Transactions that are different from, and/or in addition to, the interests of the Company’s shareholders and ADS holders generally. These interests include:

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters.

Treatment of Company Equity Awards

In addition to the foregoing, at the Effective Time, the Company will terminate the Company Share Plans and any relevant award agreements entered into under the Company Share Plans. In addition, at the Effective Time, each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and each Company RSU that is then outstanding, whether or not vested, will be treated as described below.

In connection with the Merger, each Company Equity Award that is outstanding immediately prior to the Effective Time will be treated as follows: (a) each Company Equity Award held by certain key employees or the Rollover Shareholders will be cancelled and treated as follows: (i) a portion of such holder’s Company Equity Awards vested as of April 30, 2026 equal to the Cash-out Percentage will be converted into the right to receive a cash amount (without interest and net of any applicable withholding taxes), from the Surviving Company or one of its subsidiaries as soon as practicable following the Effective Time (and in any event no later than the next regularly scheduled employee payroll date) pursuant to the Company’s ordinary payroll practices, equal to (A) in the case of a Vested Company Option, the product of the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and the number of Shares underlying the portion being cashed out (provided that if the exercise price equals or exceeds the Per Share Merger Consideration, such portion will be cancelled without payment), and (B) in the case of a Vested Company RSUs, the product of the Per Share Merger Consideration and the number of Shares underlying the portion being cashed out; (ii) the remaining vested portion (after deducting the cash-out portion) will be cancelled and replaced with a vested award comprised of other rights or property, subject to substantially equivalent terms and conditions, as reasonably determined by both HoldCo and the Company; and (iii) each Company Equity Award unvested as of April 30, 2026 held by such holder will be cancelled and replaced with an award comprised of other rights or property, subject to substantially equivalent terms and conditions, as reasonably determined by both HoldCo and the Company; (b) each Company Equity Award vested as of April 30, 2026 held by any holder other than a Rollover Shareholder or certain key employees will be cancelled and converted into the right to receive a cash payment (without interest and net of any applicable withholding taxes), payable by the Surviving Company or one of its subsidiaries as soon as practicable following the Effective Time (and in any event no later than the next regularly scheduled employee payroll date) pursuant to the Company’s ordinary payroll practices, equal to (i) in the case of a Vested Company Option, the product of the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option and the number of Shares underlying such Vested Company Option (provided that if the exercise price equals or exceeds the Per Share Merger Consideration, such Vested Company Option will be cancelled without payment), and (ii) in the case of any Vested Company RSUs, the product of the Per Share Merger Consideration and the number of Shares underlying such award; and (c) each Company Equity Award unvested as of April 30, 2026 held by any holder other than a Rollover Shareholder or certain key employees will be cancelled and cease to exist without payment of any consideration or distribution therefor.

The table below sets forth the numbers of outstanding Shares (including Shares represented by ADSs), Company Options and Company RSUs (in each of the foregoing cases, excluding Excluded Shares) beneficially held as of the date of this proxy statement by the directors and executive officers of the Company and the amounts of cash that such directors and executive officers will receive pursuant to the Merger Agreement.

* Represents less than 1% of our total outstanding shares on an as converted basis.

(1) Represents (1) 25,649,839 Class B Ordinary Shares held by Cloopen Co., Ltd., a company wholly-owned by Mr. Changxun Sun, and (2) 2,000,000 Class A Ordinary Shares held by Flawless Success Limited, a nominee of an employee incentive trust that holds such shares for and on behalf of the grantees under our share incentive plans issued due to exercise of options under the 2016 Share Incentive Plan. The registered address of Cloopen Co., Ltd. is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The registered address of Flawless Success Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(2) Represents Class A Ordinary Shares held by Flawless Success Limited and Flawless Wisdom Limited, nominees of two employee incentive trusts that hold such shares for and on behalf of the grantees under our share incentive plans, respectively, and Class A Ordinary Shares the person has the right to acquire within 60 days of the date of this proxy statement. The registered address of Flawless Success Limited and Flawless Wisdom Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Indemnification; Directors’ and Officers’ Insurance

See “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance” beginning on page 83.

The Special Committee

On December 25, 2025, the Board established the Special Committee to consider the Proposal from the Buyer Group and to take any actions it deems appropriate to assess the fairness and viability of the Proposal. The Special Committee is composed of three independent directors, Messrs. Adam Zhao, Tim Yimin Liu, and Ziguang Gao, who are free from any affiliation with the Buyer Group and none of them has any financial interest in the Merger that is different from that of the Unaffiliated Security Holders other than (i) their receipt of the Board compensation in the ordinary course as members of the Board, (ii) Special Committee members’ compensation in connection with the Special Committee’s evaluation of the Proposal and evaluation and negotiation of the terms and conditions of the Merger Agreement, the Plan of Merger, the Limited Guarantees, and the Transactions, including the Merger (which is not contingent upon the completion of the Merger or the Special Committee’s or the Board’s recommendation and/or authorization and approval of the Merger), and (iii) their rights as members of the Board, including as members of the Special Committee, to the directors’ indemnification and liability insurance rights under the Merger Agreement. The Board did not place any limitations on the authority of the Special Committee regarding its investigation and evaluation of the Merger.

The Company compensates US$20,000 per month for the chairman of the Special Committee and US$15,000 per month for the other member of the Special Committee in exchange for their services in such capacity (the payment of which is not contingent upon the approval or consummation of the Merger or any alternative transaction).

Position with the Surviving Company

At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time and/or such other persons as designated by HoldCo shall become the initial directors of the Surviving Company and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Company, in each case, unless otherwise determined by HoldCo prior to the Effective Time, and shall hold office until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the memorandum and articles of association of the Surviving Company.

Related Party Transactions

The Company has adopted an audit committee charter that requires the audit committee to review on an ongoing basis and approve all related party transactions as defined in Item 404 of Regulation S-K. For a description of related party transactions for the years ended December 31, 2023, 2024 and 2025, see “Item 7. Major Shareholders and Related Party Transactions — 7.B. Related Party Transactions” included in the 2025 Form 20-F, which is incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 97 for a description of how to obtain a copy of the 2025 Form 20-F.

Fees and Expenses

Fees and expenses incurred or to be incurred by the Company and the Buyer Group in connection with the Merger are estimated at the date of this proxy statement and set forth in the table below. Such fees are subject to change pending completion of the Merger.

These expenses (other than the ADS cancellation fees at US$5.00 per 100 ADSs (or portion thereof) and the ADS Depositary’s servicing fee of $0.05 per ADS) will not reduce the Merger consideration to be received by the Company’s shareholders and ADS holders. If the Merger is completed, the party incurring any costs and expenses in connection with the Merger and the Merger Agreement will pay those costs and expenses.

Voting by the Rollover Shareholders at the Extraordinary General Meeting

Pursuant to the Support Agreement, the Rollover Shareholders have agreed to vote all of the Supporting Shares in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, which, as of the date hereof, collectively represent approximately 59.35% of the voting power of the total issued and outstanding Shares (excluding for the purpose of this calculation, the Shares they may acquire through the exercise of Company Equity Awards within 60 days of the date hereof). Accordingly, based on                      Class A Ordinary Shares and               Class B Ordinary Shares expected to be issued and outstanding on                     , the record date for voting Shares at the extraordinary general meeting (the “Share Record Date”),                      Class A Ordinary Shares owned by the shareholders (including ADS holders) of the Company other than the Supporting Shares as of the Share Record Date must be voted in favor of the execution of the Merger Agreement and the Plan of Merger, and the consummation of the Transactions in order to satisfy the requirement of the affirmative vote of at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy as a single class at the extraordinary general meeting of the Company’s shareholders in accordance with Section 233(6) of the Cayman Islands Companies Act and the memorandum and articles of association of the Company, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting and the Rollover Shareholders will vote all Supporting Shares in favor of such special resolution.

Litigation Related to the Merger

We are not aware of any lawsuit that challenges the Merger Agreement, the Plan of Merger, the Limited Guarantees or any of the Transactions, including the Merger. 

Accounting Treatment of the Merger

The Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 “Business Combinations”, initially at the fair value of the Company as of the date of the closing of the Merger, which is the date of the acquisition.

Regulatory Matters

The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the Merger other than (a) the approvals, filings or notices required under the federal securities laws, and (b) the filing of the Plan of Merger (and supporting documentation as specified in the Cayman Islands Companies Act) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the Certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of the Merger being published in the Cayman Islands Government Gazette, and (c) the filing, permits, authorizations, consents and approvals as may be required under any applicable PRC laws.

Dissenters’ Rights

Registered holders of Shares who dissent from the Merger will have the right to receive payment of the fair value of their Shares if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements for the exercise of dissenters’ rights set forth in Section 238 of the Cayman Islands Companies Act, a copy of which is attached as Annex E to this proxy statement. The fair value of your Shares as determined under that statute could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Shares.

We encourage you to read the section of this proxy statement entitled “Dissenters’ Rights” as well as Annex E to this proxy statement carefully and to consult your Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

U.S. Federal Income Tax Considerations

The following discussion is a summary of U.S. federal income tax consequences generally applicable to the exchange of Shares or ADSs for cash pursuant to the Merger or as a result of the exercise of dissenters’ rights by a U.S. Holder (as defined below) that holds the Shares or ADSs as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the “Code”. This discussion assumes that the Merger will be consummated in accordance with the Merger Agreement and as described in this statement. This discussion is based upon applicable provisions of the Code, Treasury Regulations promulgated thereunder, and judicial decisions and interpretive rulings of the Internal Revenue Service, or the “IRS,” all of which are subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, the alternative minimum tax, and other non-income tax considerations, the Medicare tax on certain net investment income, or any state, local and non-U.S. tax considerations, relating to the exchange of Shares or ADSs for cash pursuant to the Merger or as a result of the exercise of dissenters’ rights. In addition, this summary does not address the tax consequences with respect to the Company Equity Awards, Excluded Shares, or Rollover Shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of the Shares or ADSs that is, for U.S. federal income tax purposes:

If a partnership (including any entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of Shares (including Shares represented by ADSs), the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. A U.S. Holder that is a partner of a partnership holding Shares (including Shares represented by ADSs) should consult its own tax advisor.

For U.S. federal income tax purposes, it is generally expected that a U.S. Holder of the ADSs will be treated as the beneficial owner of the underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of the ADSs will be treated in this manner. Accordingly, deposits or withdrawals of Shares for ADSs will generally not be subject to U.S. federal income tax.

ALL U.S. HOLDERS OF SHARES OR ADSS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR SITUATIONS, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER LAWS.

Consequences of the Merger to U.S. Holders

The receipt of cash by a U.S. Holder in exchange for its Shares or ADSs pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount of cash received in the Merger and its adjusted tax basis in the Shares or ADSs surrendered. Subject to the rules discussed below under “—  Passive Foreign Investment Company Rules,” such gain or loss will generally be long-term capital gain or loss if a U.S. Holder has held its Shares or ADSs, as applicable, for more than one year as of the effective date of the Merger. Long-term capital gain recognized by certain non-corporate U.S. Holders is generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for its Shares or ADSs. If a U.S. Holder acquired different blocks of Shares or ADSs, as applicable, at different times or different prices, such U.S. Holder must determine its tax basis and holding period separately for each block of Shares or ADSs, respectively.

However, as discussed below under “— Passive Foreign Investment Company Rules,” we believe that we were a passive foreign investment company, or “PFIC,” for U.S. federal income tax purposes for our 2025 taxable year and may continue to be classified as a PFIC for our 2026 taxable year. Accordingly, it is expected that any gain on the disposition of a U.S. Holder’s Shares or ADSs pursuant to the Merger will not be treated as capital gain, and the preferential rates for long-term capital gains will not be available. The deductibility of capital losses is subject to limitations under the Code. If a U.S. Holder acquired different blocks of Shares or ADSs at different times or different prices, the adjusted tax basis and holding period must be separately determined with respect to each block of such Shares or ADSs.

As described below under “Special Factors — PRC Income Tax Consequences,” in the event that we are treated as a PRC “resident enterprise” under the EIT Law and gain from the disposition of Shares or ADSs is subject to PRC income tax, a U.S. Holder that is eligible for the benefits of the income tax treaty between the United States and the PRC (the “Treaty”), may be able to elect to treat such gain as PRC-source income under the Treaty. However, if a U.S. Holder is not eligible for the benefits of the Treaty or does not elect to apply the Treaty, then such holder may not be able to claim a foreign tax credit arising from any PRC tax imposed on the disposition of the ADSs or Shares. The rules regarding foreign tax credits and the deduction of foreign taxes are complex. U.S. Holders should consult their tax advisors regarding the availability of a foreign tax credit or deduction in light of their particular circumstances.

Passive Foreign Investment Company Rules

A non-U.S. corporation, such as our company, will be considered as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the Company’s goodwill and other unbooked intangibles are taken into account. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. Although the law in this regard is unclear, we treat the affiliated entities, as being owned by us for U.S. federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements.

If we were classified as a PFIC for any taxable year during which a U.S. Holder held our Shares or ADSs, the PFIC tax rules discussed generally herein will apply to such U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, will apply in future years even if we ceased to be classified a PFIC.

We believe that we were a PFIC for U.S. federal income tax purposes for our taxable year ended December 31, 2025, and may continue to be classified as a PFIC for our taxable year ending December 31, 2026. The determination of whether we will be or become a PFIC will depend upon the composition of our income and assets and the value of our assets, including the value of our unbooked intangibles (which may be determined by reference to the market price of our ADSs from time to time).

If we were a PFIC for any taxable year during which a U.S. Holder held the Shares or ADSs, such U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Shares or ADSs), and (ii) any gain realized on the sale or other disposition of Shares or ADSs. Under these PFIC rules:

If we were a PFIC for any taxable year during which a U.S. Holder held the Shares or ADSs and any of our non-U.S. subsidiaries were also PFICs, such holder will be treated as having owned a proportionate amount (by value) of the shares of such non-U.S. subsidiary classified as a PFIC for purposes of the application of these rules.

If we are or were a PFIC for any taxable year in which a U.S. Holder held ADSs (but not Shares directly) and certain conditions relating to the regular trading of ADSs have been met in the past, a U.S. Holder of ADSs (but not Shares directly) may have been able to make a so called “mark-to-market” election with respect to its ADSs (as described in the 2025 Form 20-F at “Item 10. Additional Information — E. Taxation — United States Federal Income Tax Considerations — Passive foreign investment company rules”). If a U.S. Holder made this election in a timely fashion, then instead of the tax treatment described above, any gain recognized by the U.S. Holder in the Merger would generally be treated as ordinary income or ordinary loss (limited to the extent of the net amount of previously included income as a result of the mark-to-market election, if any). Because the prices of the ADSs are currently quoted on the OTC market, we do not believe mark-to-market treatment of the ADSs is available for as long as the ADSs continue to be delisted from, or not regularly traded on, the NYSE or any other qualified stock exchange. Further, because a mark-to-market election cannot be made for any of our subsidiaries that is or may have been a PFIC, a U.S. Holder may continue to be subject to the PFIC rules with respect to its indirect interest in any investments held by the Company that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

If a U.S. Holder owns the Shares or ADSs during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual report. Each U.S. Holder should consult its tax advisors regarding the U.S. federal income tax consequences of owning and disposing of the Shares or ADSs.

Backup Withholding and Information Reporting

The receipt of cash pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). For example, information reporting will apply to proceeds from the sale or other disposition of the Shares or ADSs by a paying agent within the United States to a U.S. Holder, other than U.S. Holders that are exempt from information reporting and properly certify their exemption.

To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption should complete and return an IRS Form W-9, certifying under penalties of perjury that such U.S. Holder is a “United States person” (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. Holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules may be allowed as a refund or credit against the U.S. federal income tax liability of U.S. Holder by filing the appropriate claim for refund with the IRS in a timely manner and furnishing any required information. The IRS may impose a penalty upon a U.S. Holder that fails to provide the correct taxpayer identification number.

PRC Income Tax Consequences

Under the EIT Law, which took effect on January 1, 2008 and was most recently amended on December 29, 2018, enterprises established in accordance with the law of a foreign country (region) but with “de facto management bodies” located in China are considered “resident enterprises” for PRC enterprise income tax purposes, and thus will generally be subject to the enterprise income tax at the rate of 25% on their global income. On December 6, 2007, the State Council adopted the Implementation Regulations for Enterprise Income Tax Law, as amended on April 23, 2019 and December 6, 2024, which defines “de facto management bodies” as an establishment that has substantial all of the management and control over an enterprise’s production, business operations, personnel, accountings and properties, etc. The State Taxation Administration issued the Notice on Issues Concerning the Determination of Chinese-Controlled Offshore Incorporated Enterprises as Resident Enterprises on the Basis of Effective Management (“Circular 82”) issued on April 22, 2009, and as amended on January 29, 2014. Circular 82 provides certain specific criteria for determining whether the “de facto management bodies” of a PRC controlled offshore incorporated enterprise is located in China.

Under the EIT Law and its Implementation Rules, the PRC income tax at the rate of 10% is applicable to any gain recognized on receipt of consideration by a “non-PRC resident enterprise” from transfer of its equity in a PRC resident enterprise, provided that the “non-resident enterprise” does not have a “de facto management body” in the PRC and also (a) does not have an establishment or a place of business in the PRC or (b) has an establishment or a place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business. Under the Individual Income Tax Law, an individual who disposes a capital asset (including equity in a PRC resident enterprise) in China is subject to PRC individual income tax at the rate of 20% (applicable to both resident individuals and non-resident individuals). Reduction of or relief from these taxes may be sought under applicable tax treaties with China.

The Company does not believe it is a resident enterprise defined and regulated by the aforesaid regulations or that the gain recognized on the receipt of Merger consideration for your Shares or ADSs should otherwise be subject to PRC income tax to holders of such Shares or ADSs that are not PRC tax residents. However, as there has not been a definitive determination of the Company’s status by the PRC tax authorities, the Company cannot confirm whether it would be considered a PRC resident enterprise under the EIT Law or whether the gain recognized on the receipt of Merger consideration for the Shares or ADSs would otherwise be subject to PRC income tax to holders of such Shares or ADSs that are not PRC tax residents.

In addition, under the Bulletin 7 and the Bulletin 37, if a non-PRC resident enterprise transfers PRC taxable assets (including PRC resident enterprises’ equity) indirectly by disposing of equity interests in an overseas holding company directly or indirectly holding such PRC taxable assets without any reasonable commercial purpose, PRC tax authorities have the power to redefine and deem the transaction as a direct transfer of PRC resident enterprises’ equity and impose a 10% enterprise income tax on the gain from such offshore share transfer, unless (i) the non-resident enterprise derives income from the indirect transfer of PRC taxable assets by acquiring and selling shares of an overseas listed company which holds such PRC taxable assets on a public market, (ii) where there is an indirect transfer of PRC taxable assets, but if the non-resident enterprise had directly held and disposed of such PRC taxable assets, the income from the transfer would have been exempted from PRC enterprise income tax under an applicable tax treaty or arrangement, and/or (iii) the Merger is done with a reasonable commercial purpose as recognized or accepted by the PRC tax authorities.

According to Bulletin 7, where a non-resident enterprise indirectly holds and transfers equity of a PRC resident enterprise held through an offshore holding company, a list of factors should be taken into consideration to assess whether the transfer or offshore holding arrangements would be deemed as having a reasonable commercial purpose. Pursuant to the Tax Collection and Administration Law, Bulletin 37 and related regulations, where the party responsible to withhold such income tax did not or was unable to withhold, and non-resident enterprises receiving such income failed to declare and pay the taxes that should have been withheld to the relevant tax authority, both the transferor and the transferee may be subject to penalties under PRC tax laws, also the transferee may be obliged to pay taxes in arrears. Bulletin 37 or Bulletin 7 may be determined by the PRC tax authorities to be applicable to the Merger where non-resident enterprise shareholders or ADSs holders were involved, if the Merger (or the Company’s offshore structure) is determined by the PRC tax authorities to lack reasonable commercial purpose.

The Company does not believe that the Merger is without reasonable commercial purpose for purposes of Bulletin 37 and Bulletin 7, and, as a result, the Company (as purchaser) does not intend to withhold any PRC income tax (under Bulletin 7 and Bulletin 37) from the Merger consideration to be paid to holders of the Shares or ADSs. However, if PRC tax authorities were to invoke Bulletin 37 and Bulletin 7 and impose tax on the receipt of Merger consideration for the Shares or ADSs, then any gain recognized on the receipt of consideration for such Shares or ADSs pursuant to the Merger by the Company’s shareholders who are non-resident enterprises could be treated as PRC-sourced income and thus be subject to PRC enterprise income tax at a rate of 10% (subject to applicable treaty relief).

You should consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences.