{"url_path":"/sec/raasy/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1804583/0001493152-26-021875-index.html","accession_number":"0001493152-26-021875","cik":"0001804583","ticker":"RAASY","issuer_name":"Cloopen Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1804583/0001493152-26-021875-index.html","primary_entity_key":"0001804583","primary_entity_name":"Cloopen Group Holding Ltd"},"word_count":7163,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A.\nDirectors and Executive Officers**\n\n \n\nIn\nMay 2022, each of Mr. Ching Chiu and Mr. Yunhao Liu resigned as an independent director of our company. In the meantime, Mr. Adam J.\nZhao and Mr. Tim Yimin Liu agreed to be and were appointed as successor independent directors to serve on our board.\n\n \n\nIn\nNovember 2023, each of Mr. Changxun Sun, Mr. Yipeng Li, Mr. Xiegang Xiong, Mr. Kui Zhou and Mr. Qingsheng Zheng resigned as a\ndirector of our company, and Mr. Pengfei Yuan, Mr. Ye Yuan, Mr. Lei Du, Mr. Yuanqi Wang, Mr. Ming Zhao and Mr. Zi Yang agreed to be\nand were appointed as new directors to serve on our board.\n\n \n\nIn\nAugust 2024, Mr. Lei Du resigned as a director of our company, and Mr. Qingsheng Zheng agreed to be and was appointed as a new director\nto serve on our board.\n\n \n\nIn\nFebruary 5, 2026, Mr. Qingsheng Zheng and Mr. Ye Yuan resigned as directors of our company.\n\n \n\n110\n\n \n\n \n\nThe\nfollowing table sets forth information regarding our directors and executive officers as of the date of this annual report.\n\n \n\n**Directors\nand Executive Officers**\n \n**Age**\n \n**Position/Title**\n\nChangxun\nSun\n \n50\n \nChief\nexecutive officer\n\nYipeng\nLi\n \n49\n \nChief\nfinancial officer\n\nXiegang\nXiong\n \n56\n \nChief\nproduct officer and chief technology officer\n\nCheng\nLuo\n \n43\n \nChairman\nof the board, director and chief executive officer assistant\n\nPengfei\nYuan\n \n43\n \nDirector\nand financial director\n\nYuanqi\nWang\n \n33\n \nDirector\n\nMing\nZhao\n \n51\n \nDirector\n\nZi\nYang\n \n41\n \nDirector\n\nAdam\nJ. Zhao\n \n58\n \nIndependent\ndirector\n\nTim\nYimin Liu\n \n50\n \nIndependent\ndirector\n\nZiguang\nGao\n \n44\n \nIndependent\ndirector\n\n \n\n**Changxun\nSun**is our founder and has served as our chief executive officer since our inception. Mr. Sun served as our chairman of board\nof directors from our inception to November 2023. Prior to founding our company, Mr. Sun served as the chief engineer and vice president\nof research and development of Beijing Hisunsray Information Technology Co., Ltd. from August 2000 to August 2013. From July 1998 to\nAugust 2000, Mr. Sun served as a software engineer at the research and development center of PCI-Suntek Technology Co. Ltd. (SHEX: 600728).\nMr. Sun received his bachelor’s degree in mathematics from Huazhong University of Science and Technology in 1998, and an MBA from\nTsinghua University in 2009.\n\n \n\n**Yipeng\nLi**has served as our chief financial officer since May 2020. Mr. Li served as our director from February 2021 to November 2023.\nMr. Li has also served as an independent director and chairman of audit committee of the board of Lizhi Inc. (Nasdaq: LIZI) since January\n2020. Prior to joining us, Mr. Li served as the chief financial officer of Sunlands Technology Group (NYSE: STG) from September 2017\nto April 2020. Mr. Li served as the chief financial officer of Alibaba Health Information Technology Limited (HKEx: 241), a subsidiary\nof Alibaba Group, from September 2015 to September 2017. Prior to that, he was the chief financial officer at Jiuxian.com, a leading\nonline platform for alcohol offerings from March 2015 to August 2015. From June 2010 to February 2015, Mr. Li served as the vice president\nof iQIYI, Inc. (Nasdaq: IQ), in charge of its financial and legal department. Mr. Li received his bachelor’s degree in accounting\nfrom Simon Fraser University in 2002. Mr. Li is a member of Chinese Institution of Certified Public Accountants.\n\n \n\n**Xiegang\nXiong**has served as our chief product officer since November 2018 and our chief technology officer since May 2020. Mr. Xiong\nserved as our director from February 2021 to November 2023. Prior to joining us, Mr. Xiong served as the chief technology officer of\nAvaya Greater China from April 2012 to October 2018. From May 2000 to March 2012, Mr. Xiong served as a product director at the UC&C\nproduct department of Cisco China. From April 1999 to April 2000, Mr. Xiong served as a system engineer manager of Lucent Technologies,\nInc. Mr. Xiong received his bachelor’s degree in exploration engineering from Chengdu University of Technology in July 1992, and\nhis master’s degree in exploration engineering from China University of Geosciences in July 1995.\n\n \n\n**Cheng\nLuo**has served as our director since February 2021 and our chairman of the board of directors since November 2023. Mr. Luo has\nserved as our chief executive officer assistant since June 2015. Prior to joining us, Mr. Luo served various positions at Jinluo Group,\nLinksus Digiwork, Attention Communication Group and ZenithOptimedia, focusing on brand and public relations management. Mr. Luo received\nhis bachelor’s degree in law from Peking University in June 2004.\n\n \n\n**Pengfei\nYuan**has served as our financial director since November 2014 and as our director since November 2023. Prior to joining us, Mr.\nYuan served as the financial manager at the finance department of Dongtian Fashion (Beijing) Culture Communications Co., Ltd. from December\n2013 to November 2014. Mr. Yuan served as the budget director at the finance department of China Putian Information Industry Co., Ltd.\nfrom October 2011 to November 2013. Mr. Yuan also served as a senior consultant at CaseWare Software Development (Beijing) Co., Ltd.\nfrom August 2010 to September 2011, and a senior auditor at Baker Tilly China Certified Public Accountants from November 2005 to August\n2010. Mr. Yuan received his bachelor’s degree in accounting from Beijing Forestry University in July 2006. Mr. Yuan is a member\nof Chinese Institution of Certified Public Accountants.\n\n \n\n111\n\n \n\n \n\n**Yuanqi\nWang**has served as our director since November 2023. He has served as a director of cross-border operations of Hunan Hisun Mobile\nPay IT Limited since March 2023. From December 2021 to February 2023, Mr. Wang served as a product manager of Beijing Hisunsray Information\nTechnology Co., Ltd. Prior to that, Mr. Wang served as a research and development specialist at Houghton Street Media Co., Ltd. from\nMarch to November 2021. From July 2018 to March 2021, Mr. Wang served as an investment associate at JIC Huawen Investment Limited. Mr.\nWang received his bachelor’s degree in economics from Peking University in July 2015, and his master’s degree in management\nfrom Tsinghua University in July 2018.\n\n \n\n**Ming\nZhao**has served as our director since November 2023. He has served in various positions at Hi Sun Advanced Business Solutions\n(BJ) Ltd. since January 2003, with his current role as the chairman of the board of directors. Prior to that, Mr. Zhao served as a branch\ngeneral manager at the Shenzhen Branch of Aude Computer Systems Co., Ltd. from June 2000 to January 2003. Mr. Zhao also served as an\nindependent director of China Science Publishing & Media Ltd. (SHEX: 601858) from February 2018 to February 2023. Mr. Zhao received\nhis bachelor’s degree in engineering from Anhui University in July 2000, master’s degree in management science and engineering\nfrom Chinese Academy of Science in July 2012, and doctorate degree in management science and engineering from Chinese Academy of Science\nin July 2016.\n\n \n\n**Zi\nYang**has served as our director since November 2023. He has served as a legal counsel of Trustbridge Partners since March 2018.\nPrior to joining Trustbridge, Mr. Yang served as a senior associate of Fangda Partners from August 2014 to March 2018. From June 2013\nto August 2014, Mr. Yang served as an in-house legal counsel of Green Woods Assets. Mr. Yang also served as a lawyer of JunHe Law Offices\nfrom September 2011 to June 2013. Mr. Yang served as our director from July 2019 to February 2021. Mr. Yang received his bachelor’s\ndegree in law in 2008 and master’s degree in law in 2011 from East China University of Political Science and Law, and his LL.M\nfrom University of Wisconsin-Madison in 2010.\n\n \n\n**Adam\nJ. Zhao**has served as our independent director since May 2022. Mr. Zhao currently holds a position as an independent director\nat Lakeshore Biopharma Co., Ltd (OTCPK: LSBCF). Mr. Zhao served as the chief financial officer and board secretary of PapayaMobile from\nJanuary 2015 to February 2021. Prior to joining PapayaMobile, Mr. Zhao served as the chief financial officer and board secretary of Country\nStyle Cooking Restaurant Chain Co., Ltd., a prior NYSE-listed company, from January 2012 to November 2014. Prior to that, Mr. Zhao served\nas a vice president of Ninetowns Internet Technology Group Company Limited, a prior Nasdaq-listed company, from August 2007 to December\n2011. From 2004 to 2007, Mr. Zhao was the chief financial officer of Digital Media Group, which was acquired by VisionChina Media Inc.,\na prior Nasdaq-listed company. Mr. Zhao’s earlier experiences included portfolio management positions at New Hope Capital and serving\nas an investment director at a Hong Kong investment company. Mr. Zhao also served as an independent director of Jumei International Holding\nLimited, a prior NYSE-listed company, from 2015 to 2020, and an independent director of eLong, Inc, a prior Nasdaq-listed company, from\n2015 to 2018. Mr. Zhao received his bachelor’s degree in economics from Beijing International Studies University in 1989 and his\nMBA from University of Illinois at Chicago in 2003.\n\n \n\n**Tim\nYimin Liu**has served as our independent director since May 2022. Mr. Liu has served as a partner at Global Law Office since July\n2020. Before joining Global Law Office, Mr. Liu served as a partner of Beijing DHH Law Firm from May 2018 to June 2020. From September\n2013 to May 2018, Mr. Liu served as an in-house legal counsel of the China subsidiary of Accenture plc (NYSE: ACN). Mr. Liu worked with\nMorrison & Foerster, Clifford Chance, Nixon Peabody and Mori Hamada & Matsumoto in his early years of legal practice. Mr. Liu\nreceived his bachelor’s degree in English Language and Literature from Sichuan International Studies University in 1999. Mr. Liu\nreceived his LL.B. degree in Chinese laws from Tsinghua University in 2002, his LL.M. degree in corporate laws from New York University\nSchool of Law in 2007. Mr. Liu went to Cheung Kong Graduate School of Business for MBA in Finance program in 2011.\n\n \n\n112\n\n \n\n \n\n**Ziguang\nGao**has served as our independent director since May 2021. Mr. Gao has served various positions at Xiaomi Corporation (HKEx:\n1810), including vice president, since February 2014. Prior to that, Mr. Gao served various positions at Tencent (HKEx: 700) from August\n2004 to January 2014, including engineer, expert engineer and project manager, focusing on products including QQ, Soso, Tencent Weibo\nand WeSee. Mr. Gao received his bachelor’s degree in computer science and technology from Xi’an Jiaotong University in July\n2004 and an MBA from Tsinghua University in July 2010.\n\n \n\nThe\nbusiness address of our directors and executive officers is 16/F, Tower A, Fairmont Tower, 33 Guangshun North Main Street, Chaoyang District,\nBeijing, the PRC. No family relationship exists between any of our directors and executive officers.\n\n \n\n**B.\nCompensation**\n\n \n\n**Compensation\nof Directors and Executive Officers**\n\n \n\nFor\n2025, the aggregate cash compensation to directors and executive officers was approximately RMB10.1 million (US$1.4 million). This\namount consisted only of cash and did not include any share-based compensation or benefits in kind. Each of our directors and officers\nis entitled to reimbursement for all necessary and reasonable expenses properly incurred in the course of employment or service. We have\nnot set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors,\nexcept that our PRC subsidiaries, the VIE and its subsidiaries are required by law to make contributions equal to certain percentages\nof each employee’s salary for his or her pension insurance, unemployment insurance, maternity insurance, work-related injury insurance\nand medical insurance, as well as housing fund. Our board of directors may determine compensation to be paid to the directors and the\nexecutive officers. The compensation committee will assist the directors in reviewing and approving the compensation structure for the\ndirectors and the executive officers.\n\n \n\nFor\ninformation regarding share awards granted to our directors and officers, See “—Share Incentive Plans.”\n\n \n\n**Share\nIncentive Plans**\n\n \n\n**2016\nshare incentive plan**\n\n \n\nIn\nJanuary 2017, our board of directors approved and adopted the 2016 share incentive plan, or the 2016 Plan. The 2016 Plan is intended\nto promote our success and shareholder value by attracting, motivating and retaining selected employees and other eligible participants\nthrough the awards.\n\n \n\nThe\nmaximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards under the 2016 Plan is 29,525,465. As\nof the date of this annual report, options to purchase an aggregate of 25,967,793 Class A ordinary shares have been granted under the\n2016 Plan, excluding those repurchased, among which\n\n \n\n●options\nto purchase 18,839,902 Class A ordinary shares granted to certain employees were exercised\non January 25, 2021, which may be repurchased by our company in case of termination of employment;\n\n   \n\n●options\nto purchase 3,641,438 Class A ordinary shares granted to certain employees were subsequently\nexercised; and\n\n   \n\n●options\nto purchase 3,486,453 Class A ordinary shares are still outstanding, with exercise prices\nranging from US$0.147 to US$0.38 per share.\n\n \n\nThe\n18,839,902 Class A ordinary shares issued upon exercise of the options on January 25, 2021 include options granted to certain management\nmembers to purchase 6,410,750 Class A ordinary shares, and are subject to restrictions on transfer during their respective original vesting\nperiods and may be repurchased by our company at the original exercise price to the extent any remains unvested in case of termination\nof employment. As of the date of this annual report, all of the 18,839,902 Class A ordinary shares issued upon exercise of the options\nhave become unrestricted under their respective original vesting schedules.\n\n \n\n113\n\n \n\n \n\nFor\ndiscussions of our accounting policies and estimates for awards granted pursuant to the 2016 Plan, See “Item 5. Operating and Financial\nReview and Prospects—A. Operating Results—Critical Accounting Policies and Estimates—Share-based compensation.”\n\n \n\nThe\nfollowing paragraphs summarize the principal terms of the 2016 Plan.\n\n \n\n*Types\nof awards.*The 2016 Plan permits the award of options, or restricted shares.\n\n \n\n*Eligibility.*The 2016 Plan provides for the grant of awards to, among others, employees, directors or consultants of our company, or employees,\ndirectors or consultants of our related entities, such as a subsidiary corporation.\n\n \n\n*Administration.*Subject to the terms of the 2016 Plan, the 2016 Plan will be administered by our board of directors, or one or more committees as\nappointed by our board of directors, comprising at least one member of the board of directors.\n\n \n\n*Award\nagreements.*Awards granted under the 2016 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations\nfor each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or\nservice terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n \n\n*Vesting\nschedule and price.*In general, the plan administrator determines the vesting schedule, which is specified in the relevant award\nagreement. The plan administrator will have sole discretion in approving and amending the terms and conditions of awards including, among\nothers, exercise or purchase prices, the number of shares granted, vesting and exercise schedules and acceleration provisions, as applicable,\nwhich are stated in the award agreement.\n\n \n\n*Compliance\nwith law.*An award may not be exercised nor may any shares be issued thereunder unless the exercise and issuance comply with all\napplicable laws.\n\n \n\n*Transferability.*An award may not be transferred, except provided in the 2016 Plan, such as transfers by will or by laws of descent or distribution,\nor as provided in the relevant award agreement or otherwise determined by the plan administrator.\n\n \n\n*Changes\nto capitalization.*In the event of share splits, combinations, exchanges and other specified changes in our capital structure not\ninvolving the receipt of consideration by us, the 2016 Plan provides for the proportional adjustment of the number and class of shares\nreserved under the 2016 Plan and the number, class and price of shares, if applicable, of all outstanding awards.\n\n \n\n*Merger\nor change in control transactions.*In the event of a change in control, as defined in the 2016 Plan, each outstanding and unvested\naward will be treated as the plan administrator deems appropriate, including that the awards may be assumed or substituted, or fully\ncancelled for no consideration, and each outstanding and vested award will be treated, at the discretion of the plan administrator, in\none or more of the manners including assumed or substituted with options or shares of the surviving company or cancelled for cash at\nthe amount equal to the excess of fair value of the underlying shares over the exercise price, otherwise, such outstanding vested awards\nwill be terminated.\n\n \n\n*Amendment\nand termination*. The 2016 Plan has a term of ten years commencing from the date of the board approval, unless terminated earlier\nin accordance with its terms. Our board of directors has the authority to terminate, amend or modify the 2016 Plan. However, no amendment\nor termination of the 2016 Plan may affect any shares previously issued or any options previously granted to a participant and certain\nchanges may require shareholder approval, including if it materially changes the category of persons who are eligible for the grant of\noptions or the restricted shares.\n\n \n\n114\n\n \n\n \n\n**2021\nshare incentive plan**\n\n \n\nIn\nJanuary 2021, our shareholders and board of directors adopted our 2021 share incentive plan, or the 2021 Plan, to motivate attract and\nretain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of\nour business. Under the 2021 Plan, the maximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards\nunder such plan is 15,144,221, or the award pool, which constitutes 5% of the total issued and outstanding shares of our company on a\nfully-diluted basis as of the date of adoption. In addition, the maximum number of Class A ordinary shares under the award pool which\nmay be issued pursuant to all awards under the plan shall be no greater than 40%, 60%, 80% and 100%, respectively, of the award pool\non or prior to the first anniversary, second anniversary, third anniversary and fourth anniversary of the effective date of the plan,\nrespectively.\n\n \n\nAs\nof the date of this annual report, restricted share units to purchase an aggregate of 12,271,840 Class A ordinary shares are granted\nunder the 2021 Plan, excluding those repurchased, among which (1) restricted share units to purchase 190,656 Class A ordinary shares\nwere exercised, and (2) restricted share units to purchase 12,081,184 Class A ordinary shares are still outstanding.\n\n \n\nThe\nfollowing paragraphs summarize the principal terms of the 2021 Plan.\n\n \n\n*Types\nof awards.*The 2021 Plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved\nby our board of directors or compensation committee of the board, or the committee.\n\n \n\n*Plan\nadministration.*Our board of directors or the committee administers the 2021 Plan. The board or the committee determines, among other\nthings, the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions\nof each award grant.\n\n \n\n*Award\nagreement.*Awards granted under the 2021 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations\nfor each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or\nservice terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n \n\n*Eligibility.*We may grant awards to our employees, directors and consultants.\n\n \n\n*Vesting\nschedule.*In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n \n\n*Exercise\nof awards.*The exercise price per share subject to an option is determined by the plan administrator and set forth in the award agreement,\nwhich may be a fixed price or a variable price related to the fair market value of the shares. The vested portion of option will expire\nif not exercised prior to the time as the plan administrator determines at the time of its grant.\n\n \n\n*Transfer\nrestrictions.*Awards may not be transferred in any manner by the eligible participant other than in accordance with the limited exceptions,\nsuch as transfers to our company or a subsidiary of ours, transfers to the immediate family members of the participant by gift, the designation\nof a beneficiary to receive benefits if the participant dies, permitted transfers or exercises on behalf of the participant by the participant’s\nduly authorized legal representative if the participant has suffered a disability, or, subject to the prior approval of the plan administrator\nor our executive officer or director authorized by the plan administrator, transfers to one or more natural persons who are the participant’s\nfamily members or entities owned and controlled by the participant and/or the participant’s family members, including but not limited\nto trusts or other entities whose beneficiaries or beneficial owners are the participant and/or the participant’s family members,\nor to such other persons or entities as may be expressly approved by the plan administrator, pursuant to such conditions and procedures\nas the plan administrator may establish.\n\n \n\n*Termination\nand amendment.*Unless terminated earlier, the 2021 Plan has a term of ten years. Our board of directors may terminate, amend or modify\nthe plan, subject to the limitations of applicable laws. However, no such action may adversely affect in any material way any award previously\ngranted without prior written consent of the participant.\n\n \n\n115\n\n \n\n \n\nThe\nfollowing table summarizes, as of the date of this annual report, the outstanding options and restricted shares granted to our directors\nand executive officers and other individuals as a group.\n\n \n\n  \nClass A  \n   \nClass A  \n  \n \n\n  \nOrdinary  \n   \nOrdinary  \n  \n \n\n  \nShares  \n   \nShares  \n  \n \n\n  \nUnderlying  \n   \nUnderlying  \n  \n \n\n  \nOutstanding  \nExercise Price  \nRestricted\nShare  \n  \nDate of\n\nName \nOptions  \n(US$/Share)  \nUnits  \nDate\nof Grant \nExpiration(1)\n\nChangxun Sun \n -  \n -  \n                              -  \n- \n-\n\nYipeng Li \n -  \n -  \n -  \n- \n-\n\nXiegang Xiong \n *  \n 0.38  \n *  \nNovember 30, 2022,\n\nJanuary 29, 2024 \nJanuary 29,2034\n\nCheng Luo \n -  \n -  \n *  \nApril 1, 2024 \n-\n\nPengfei Yuan \n -  \n -  \n *  \nApril 1,2024 \n-\n\nQingsheng Zheng \n -  \n -  \n -  \n- \n-\n\nYe Yuan \n -  \n -  \n -  \n- \n-\n\nYuanqi Wang \n -  \n -  \n -  \n- \n-\n\nMing Zhao \n -  \n -  \n -  \n- \n-\n\nZi Yang \n -  \n -  \n -  \n- \n-\n\nAdam J. Zhao \n -  \n -  \n -  \n- \n-\n\nTim Yimin Liu \n -  \n -  \n -  \n- \n-\n\nZiguang Gao \n -  \n -  \n -  \n- \n-\n\nAll directors and executive\nofficers as a group \n 1,000,000  \n    \n 2,900,000  \n  \n \n\n \n\n*\nRepresents less than 1% of our total outstanding shares on an as converted basis.\n\n \n\n(1)\nNot applicable to restricted share units.\n\n \n\nAs\nof the date of this annual report, other grantees as a group held options to purchase an aggregate of 2,486,453 Class A ordinary shares,\nwith exercise prices ranging from US$0.147 per share to US$0.38 per share, and restricted shares units to purchase an aggregate of 9,181,184\nClass A ordinary shares.\n\n \n\n**C.\nBoard Practices**\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nboard of directors consists of ten directors. A director is not required to hold any shares in our company to qualify to serve as a director.\nA director may vote with respect to any contract, proposed contract or arrangement notwithstanding that he may be interested, whether\ndirectly or indirectly, therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our\ndirectors at which any such contract or proposed contract or arrangement is considered, provided (1) such director has declared the nature\nof his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way of a\ngeneral notice and (2) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the\naudit committee. Our directors may from time to time at their discretion exercise all the powers of the company to borrow money, mortgage\nor charge its undertaking, property and assets (present or future) and uncalled capital or any party thereof, and issue debentures, debenture\nshare, bonds or other securities whether outright or as collateral security for any obligation of the company or of any third party.\nNone of our directors has a service contract with us that provides for benefits upon termination of service.\n\n \n\n116\n\n \n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nWe\nhave established three committees under the board of directors including an audit committee, a compensation committee and a nominating\nand corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions\nare described below.\n\n \n\n**Audit\ncommittee**\n\n \n\nOur\naudit committee consists of Mr. Adam J. Zhao, Mr. Tim Yimin Liu and Mr. Ziguang Gao. Mr. Adam J. Zhao is the chairman of our audit committee.\nWe have determined that each of Mr. Adam J. Zhao, Mr. Tim Yimin Liu and Mr. Ziguang Gao meets the independence standards under Rule 10A-3\nunder the Exchange Act. Our board of directors has also determined that Mr. Adam J. Zhao qualifies as an “audit committee financial\nexpert” within the meaning of the SEC rules.\n\n \n\nThe\naudit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee\nis responsible for, among other things:\n\n \n\n●selecting\nour independent registered public accounting firm and pre-approving all auditing and non-auditing\nservices performed by our independent registered public accounting firm;\n\n   \n\n●reviewing\nwith the independent registered public accounting firm any audit problems or difficulties\nand management’s response;\n\n   \n\n●reviewing\nand approving proposed related-party transactions, as defined in Item 404 of Regulation S-K\nunder the Securities Act;\n\n   \n\n●discussing\nthe annual audited financial statements with management and our independent registered public\naccounting firm;\n\n   \n\n●reviewing\nmajor issues as to the adequacy of our internal controls and any special audit steps adopted\nin light of material control deficiencies;\n\n   \n\n●annually\nreviewing and reassessing the adequacy of our audit committee charter;\n\n   \n\n●meeting\nseparately and periodically with management and our independent registered public accounting\nfirms;\n\n   \n\n●monitoring\ncompliance with our code of business conduct and ethics, including reviewing the adequacy\nand effectiveness of our procedures to ensure proper compliance; and reporting regularly\nto the board of directors.\n\n \n\n**Compensation\ncommittee**\n\n \n\nOur\ncompensation committee consists of Mr. Cheng Luo, Mr. Pengfei Yuan and Mr. Adam J. Zhao. Mr. Cheng Luo is the chairman of our compensation\ncommittee.\n\n \n\n117\n\n \n\n \n\nThe\ncompensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation,\nrelating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which\nhis compensation is deliberated. The compensation committee is responsible for, among other things:\n\n \n\n●reviewing\nand approving, or recommending to the board for its approval, the compensation for our chief\nexecutive officer and other executive officers;\n\n   \n\n●reviewing\nand recommending to the board for determination with respect to the compensation of our non-employee\ndirectors;\n\n   \n\n●reviewing\nperiodically and approving any incentive compensation or equity plans, programs or similar\narrangements, annual bonuses, employee pension and welfare benefit plans; and\n\n   \n\n●selecting\ncompensation consultant, legal counsel or other adviser only after taking into consideration\nall factors relevant to that person’s independence from management.\n\n \n\n**Nominating\nand corporate governance committee**\n\n \n\nOur\nnominating and corporate governance committee consists of Mr. Cheng Luo, Mr. Adam J. Zhao and Mr. Tim Yimin Liu. Mr. Cheng Luo is the\nchairman of our nominating and corporate governance committee.\n\n \n\nThe\nnominating and corporate governance committee assists the board of directors in selecting directors and in determining the composition\nof our board and board committees.\n\n \n\nThe\nnominating and corporate governance committee is responsible for, among other things:\n\n \n\n●identifying\nand recommending nominees for election or re-election to our board of directors, or for appointment\nto fill any vacancy;\n\n   \n\n●reviewing\nannually with our board of directors its composition in light of the characteristics of independence,\nage, skills, experience and availability of service to us;\n\n   \n\n●selecting\nand recommending to the board the names of directors to serve as members of the audit committee\nand the compensation committee, as well as of the nominating and corporate governance committee\nitself;\n\n   \n\n●developing\nand reviewing the corporate governance principles adopted by the board and advising the board\nwith respect to significant developments in the law and practice of corporate governance\nand our compliance with such laws and practices; and\n\n   \n\n●evaluating\nthe performance and effectiveness of the board as a whole.\n\n \n\n**Terms\nof Directors and Officers**\n\n \n\nOur\ndirectors may be appointed by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to the\nmemorandum and articles of association of our company. Our directors are not subject to a term of office and hold office until such time\nas they are removed from office by ordinary resolution of the shareholders (unless he has sooner vacated office) or upon any specified\nevent or after any specified period in a written agreement between our company and the director, if any; but no such term shall be implied\nin the absence of an express provision. A director will cease to be a director if, among other things, the director (1) becomes bankrupt\nor makes any arrangement or composition with his creditors; (2) dies or is found by our company to be or becomes of unsound mind; (3)\nresigns his office by notice in writing to the company; (4) without special leave of absence from our board, is absent from three consecutive\nboard meetings and our board of directors resolve that his office be vacated; or (5) is removed from office pursuant to any other provision\nof our third amended and restated memorandum and articles of association. Our officers are appointed by and serve at the discretion of\nthe board of directors.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder\nCayman Islands law, our directors owe to us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in\nwhat they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose.\nOur directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person\nwould exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties\na greater degree of skill than what may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth\ncourts have moved towards an objective standard with regard to the required skill and care, and these authorities are likely to be followed\nin the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles\nof association, as amended and restated from time to time. Our company may have the right to seek damages if a duty owed by our directors\nis breached. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed\nby our directors is breached.\n\n \n\n118\n\n \n\n \n\nOur\nboard of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions\nand powers of our board of directors include, among others:\n\n \n\n●convening\nshareholders’ annual general meetings and reporting its work to shareholders at such\nmeetings;\n\n   \n\n●declaring\ndividends and distributions;\n\n   \n\n●appointing\nofficers and determining the term of office of officers;\n\n   \n\n●exercising\nthe borrowing powers of our company and mortgaging the property of our company; and\n\n   \n\n●approving\nthe transfer of shares of our company, including the registering of such shares in our share\nregister.\n\n \n\n**Employment\nAgreements**\n\n \n\nWe\nhave entered into employment agreements with our executive officers. Each of our executive officers is employed for a specified time\nperiod, which will be automatically extended for successive one-year terms unless either party gives the other party a prior written\nnotice to terminate employment. We may terminate the employment for cause, at any time, without advance notice or remuneration, for certain\nacts of the executive officer, including conviction or pleading of guilty to a felony, fraud, misappropriation or embezzlement, negligent\nor dishonest act to our detriment, misconduct or failure to perform his or her duty, disability, or death. An executive officer may terminate\nhis or her employment at any time with a one-month prior written notice if there is a material and substantial reduction in such executive\nofficer’s existing authority and responsibilities or at any time if the termination is approved by our board of directors.\n\n \n\nEach\nexecutive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence\nand not to use, except for our benefit, any confidential information. Each executive officer has also agreed to assign to us all his\nor her all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software\nprograms, databases, mask works and trade secrets.\n\n \n\nEach\nexecutive officer has agreed that, during his or her term of employment and for a period of two years after terminating employment with\nus, such executive officer will not, without our prior written consent, (1) approach our suppliers, clients, customers or contacts or\nother persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing\nbusiness with such persons or entities that will harm our business relationships with these persons or entities; (2) assume employment\nwith or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors,\nwithout our express consent; or (3) seek directly or indirectly, to solicit the services of, or hire or engage any of our employees who\nis employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without\nour express consent.\n\n \n\n**Indemnification\nAgreements**\n\n \n\nWe\nhave entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify\nour directors and executive officers against all liabilities and expenses incurred by such persons in connection with claims made by\nreason of their being a director or officer of our company to the fullest extent permitted by law with certain limited exceptions.\n\n \n\n119\n\n \n\n \n\n**D.\nEmployees**\n\n \n\nAs\nof December 31, 2025, we had a total of 1,008 employees. The following table sets forth the breakdown of our employees as of December\n31, 2025 by function.\n\n \n\n  \nNumber of  \n  \n\nFunction \nEmployees  \n%\nof Total \n\nResearch and development \n 234  \n 23.2 \n\nSales and marketing \n 233  \n 23.1 \n\nProject execution \n 430  \n 42.7 \n\nGeneral administration \n 111  \n 11.0 \n\nTotal \n 1,008  \n 100 \n\n \n\nWe\nbelieve we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based\non merit. As a result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team.\n\n \n\nWe\nbelieve that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. None of\nour employees is represented by labor unions.\n\n \n\n**E.\nShare Ownership**\n\n \n\nThe\nfollowing table sets forth information concerning the beneficial ownership of our ordinary shares, as of the date of this annual report,\nfor:\n\n \n\n●each\nof our directors and executive officers; and\n\n   \n\n●each\nperson known to us to beneficially own 5% or more of our ordinary shares.\n\n \n\nThe\npercentage of beneficial ownership in the table below is calculated based on 342,204,171 ordinary shares, comprising 316,554,332\nClass A ordinary shares (excluding treasury shares) and 25,649,839 Class B ordinary shares outstanding as of the date of this annual\nreport. To our knowledge, except as indicated in the footnotes to the following table, the persons named in the table have sole voting\nand investment power with respect to all ordinary shares beneficially owned by them.\n\n \n\nBeneficial\nownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned\nby a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days\nof the date of this annual report, including through the exercise of any option, warrant or other right or the conversion of any other\nsecurity. These shares, however, are not included in the computation of the percentage ownership of any other person.\n\n \n\n  \n   \n   \nTotal  \n% of total  \n  \n\n  \n   \n   \nordinary  \nordinary  \n  \n\n  \n   \n   \nshares on  \nshares on  \n% of \n\n  \nClass A  \nClass B  \nan as-  \nan as-  \naggregate \n\n  \nordinary  \nordinary  \nconverted  \nconverted  \nvoting \n\n  \nshares  \nshares  \nbasis  \nbasis††  \npower††† \n\nDirectors and Executive\nOfficers† \n    \n    \n    \n    \n   \n\nChangxun Sun(1) \n 2,000,000  \n 25,649,839  \n 27,649,839  \n 8.08  \n 45.11 \n\nYipeng Li(2) \n *  \n -  \n *  \n *  \n * \n\nXiegang Xiong(2) \n *  \n -  \n *  \n *  \n * \n\nCheng Luo(2) \n *  \n -  \n *  \n *  \n * \n\nPengfei Yuan(2) \n *  \n -  \n *  \n *  \n * \n\nQingsheng Zheng(3) \n -  \n -  \n -  \n -  \n - \n\nYe Yuan(3) \n -  \n -  \n -  \n -  \n - \n\nYuanqi Wang \n -  \n -  \n -  \n -  \n - \n\nMing Zhao \n -  \n -  \n -  \n -  \n - \n\nZi Yang \n -  \n -  \n -  \n -  \n - \n\nAdam J. Zhao \n *  \n -  \n *  \n *  \n * \n\nTim Yimin Liu \n -  \n -  \n -  \n -  \n - \n\nZiguang Gao \n *  \n -  \n *  \n *  \n * \n\nAll directors and executive officers as a group \n 10,789,978  \n 25,649,839  \n 36,439,817  \n 10.53  \n 46.33 \n\nPrincipal Shareholders: \n    \n    \n    \n    \n   \n\nMain Access Limited(4) \n 55,677,341  \n -  \n 55,677,341  \n 16.27  \n 9.72 \n\nHSG CV IV Holdco, Ltd and\nMax Honest Limited(5) \n 53,580,097  \n -  \n 53,580,097  \n 15.66  \n 9.35 \n\nTrustbridge Partners V, L.P.(6) \n 38,474,611  \n -  \n 38,474,611  \n 11.24  \n 6.71 \n\nCloopen Co., Ltd. \n -  \n 25,649,839  \n 25,649,839  \n 7.50  \n 44.76 \n\n \n\n*Represents\nless than 1% of our total outstanding shares on an as converted basis.\n\n   \n\n†Except\nas indicated otherwise below, the business address of our directors and executive officers\nis 16/F, Tower A, Fairmont Tower 33 Guangshun North Main Street, Chaoyang District, Beijing,\nPeople’s Republic of China.\n\n   \n\n††Beneficial\nownership information disclosed herein represents direct and indirect holdings of entities\nowned, controlled or otherwise affiliated with the applicable holder as determined in accordance\nwith the rules and regulations of the SEC.\n\n   \n\n†††For\neach person or group included in this column, percentage of total voting power represents\nvoting power based on both Class A and Class B ordinary shares held by such person or group\nwith respect to all outstanding shares of our Class A and Class B ordinary shares as a single\nclass. Each holder of our Class A ordinary shares is entitled to one vote per share. Each\nholder of our Class B ordinary shares is entitled to ten votes per share. Our Class B ordinary\nshares are convertible at any time by the holder into Class A ordinary shares on a one-for-one\nbasis, while Class A ordinary shares are not convertible into Class B ordinary shares under\nany circumstances.\n\n \n\n120\n\n \n\n \n\n(1)Represents (1) 25,649,839 Class B ordinary shares held by Cloopen Co., Ltd.,\na 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\nemployee incentive trust that holds such shares for and on behalf of the grantees under our share incentive plans issued due to exercise\nof options under the 2016 Plan. The registered address of Cloopen Co., Ltd. is Vistra Corporate Services Centre, Wickhams Cay II, Road\nTown, Tortola, VG1110, British Virgin Islands. The registered address of Flawless Success Limited is Vistra Corporate Services Centre,\nWickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.\n\n   \n\n(2)Represents Class A ordinary shares held by Flawless Success Limited and\nFlawless Wisdom Limited, nominees of two employee incentive trusts that hold such shares for and on behalf of the grantees under our share\nincentive plans, respectively, and Class A ordinary shares the person has the right to acquire within 60 days of the date of this annual\nreport. The registered address of Flawless Success Limited and Flawless Wisdom Limited is Vistra Corporate Services Centre, Wickhams Cay\nII, Road Town, Tortola, VG1110, British Virgin Islands.\n\n   \n\n(3)Mr.\nQingsheng Zheng and Mr.Ye Yuan ceased to be our directors since February 5, 2026.\n\n   \n\n(4)Represents\n55,677,341 Class A ordinary shares held by Main Access Limited, a company incorporated in\nBritish Virgin Islands, as reported in the Schedule 13G filed with the SEC on February 9,\n2022. Main Access Limited is a wholly-owned subsidiary of Turbo Speed Technology Limited,\nwhich is a wholly-owned subsidiary of Success Bridge Limited, which is a wholly-owned subsidiary\nof Hi Sun Technology (China) Limited, a company listed on The Stock Exchange of Hong Kong\nLimited (Stock Code: 818). There is no ultimate controlling person of Main Access limited.\nTurbo Speed Technology Limited, Success Bridge Limited and Hi Sun Technology (China) Limited\ndisclaim beneficial ownership of the securities other than to the extent of any pecuniary\ninterest they may have therein. The registered office of Main Access Limited is at Vistra\nCorporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.\n\n   \n\n(5)Represents\n(1) 27,528,456 Class A ordinary shares held by HSG CV IV Holdco, Ltd., a company incorporated\nin Cayman Islands with limited liability, and (2) 26,051,641 Class A ordinary shares held\nby Max Honest Limited, as reported in the Schedule 13G filed with the SEC on February 14,\n2022. The sole shareholder of HSG CV IV Holdco, Ltd. is HSG CV IV Senior Holdco, Ltd. The\nsole shareholder of HSG CV IV Senior Holdco, Ltd. is HongShan Capital Venture Fund IV, L.P.,\nthe general partner of which is HSG Venture IV Management, L.P., whose general partner is\nHSG Holding Limited. HSG Holding Limited is wholly owned by SNP China Enterprises Limited,\nwhich in turn is wholly owned by Mr. Neil Nanpeng Shen. The registered office of HSG CV IV\nHoldco, Ltd. is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The\nsole shareholder of Max Honest Limited is Beijing HongShan Mingde Equity Investment Center\n(L.P.), or, Mingde, whose general partner is Beijing HongShan Kunde Investment Management\nCenter (Limited Partnership), or Kunde. The general partner of Kunde is Shanghai Huanyuan\nInvestment Management Limited, or Huanyuan. Huanyuan is wholly owned by Mr. Kui Zhou and\nMs. Xin Fu. The investment committee of Mingde, which includes Mr. Neil Nanpeng Shen and\nMr. Kui Zhou, manages the decisions taken by Mingde to vote or to direct a vote, or to dispose,\nor direct the disposition of, the shares held by Mingde. As the management power is vested\nin the investment committee of which Mr. Neil Nanpeng Shen and Mr. Kui Zhou are members,\nMr. Shen and Mr. Zhou may be deemed to share voting and dispositive power over the shares\nheld by Mingde. The registered office of Max Honest Limited is at PO Box 309, Ugland House,\nGrand Cayman, KY1-1104, Cayman Islands.\n\n   \n\n(6)Represents\n38,474,611 Class A ordinary shares, including 1,921,164 ADSs, held by Trustbridge Partners\nV, L.P., as reported in the Schedule 13G/A filed with the SEC on February 5, 2024. Trustbridge\nPartners V, L.P. is a Cayman registered private equity fund. The registered office of Trustbridge\nPartners V, L.P. is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.\n\n \n\nTo\nour knowledge, as of the date of this annual report, a total of 136,375,872 Class A ordinary shares are held by one record holder in\nthe United States, which was the Bank of New York Mellon, the depositary of the ADSs, representing approximately 39.85% of our total\noutstanding shares. None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business\nof underwriting securities. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our\ncompany.\n\n \n\n**F.\nDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation**\n\n \n\nNot\napplicable."}