{"url_path":"/sec/raasy/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","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":1455,"has_tables":true,"body_markdown":"**ITEM\n7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n \n\n**A.\nMajor Shareholders**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees—E. Share Ownership.”\n\n \n\n**B.\nRelated Party Transactions**\n\n \n\n**Transactions\nwith Certain Related Parties**\n\n \n\n**Transactions\nwith certain unconsolidated affiliates**\n\n \n\nWe\nrecorded revenues of RMB0.9 million, RMB0.2 million and RMB0.3 million (US$48,000) from CPaaS services to Shenyang Yunrongxin\nTechnology Co., Ltd, or Shenyang Yunrongxin, in 2023, 2024 and 2025, respectively. Amounts due from Shenyang Yunrongxin were RMB0.4\nmillion and RMB0.5 million (US$70,000) as of December 31, 2024 and 2025, respectively, which were recorded under accounts receivable\n- a related party, net. In addition, we engaged subsidiaries of Shenyang Yunrongxin for outsourcing services in relation to project\ndevelopment, and recognized cost of revenues of RMB0.3 million, nil and nil in 2023, 2024 and 2025, respectively. Amounts due to\nShenyang Yunrongxin were RMB91,000 and RMB0.2 million (US$33,000) as of December 31, 2024 and 2025, respectively,\nwhich were recorded under amounts due to related parties.\n\n \n\n121\n\n \n\n \n\nWe\nrecorded revenues of RMB1,000, nil and nil from CPaaS services to Shenzhen City Yunjitong Technology Co., Ltd, or Shenzhen City Yunjitong,\nin 2023, 2024 and 2025, respectively. Amounts due to Shenzhen City Yunjitong were RMB1,000 and RMBnil, as of December\n31, 2024 and 2025, respectively, which were received in advance for CPaaS services and were recorded under amounts due to related\nparties.\n\n \n\nIn\nNovember 2021, we acquired 20% of the equity interest in Shanghai Keshen Information Technology Co., Ltd, or Shanghai Keshen, and\nsignificant influence over it through board representation. Accordingly, we regarded it as one of our related parties since then. We\nprovided cloud-based UC&C services to subsidiaries of Shanghai Keshen. In 2023, 2024 and 2025, we recorded revenues of RMB6,000,\nnil and nil. We purchased project development services from Shanghai Keshen, which is included in cost of revenues of RMB3.3\nmillion, RMB2.0 million and RMB2.2 million (US$0.3 million) in 2023, 2024 and 2025, respectively. Amounts due from Shanghai Keshen\nwere RMB2.6 million and RMB3.3 (US$0.5 million), which were prepayment of project development services fee as of December 31, 2024\nand 2025, respectively. Amounts due to Shanghai Keshen were RMB62,000 and RMB62,000 (US$9,000) as of December 31, 2024 and 2025,\nrespectively, which were recorded under amounts due to related parties.\n\n \n\nSee\nnote 19 to our consolidated financial statements included elsewhere in this annual report for more information.\n\n \n\n**Going-Private\nProposal**\n\n \n\nOn\nDecember 22, 2025, our board of directors received a preliminary non-binding proposal letter (the “Proposal”) from Mr. Changxun\nSun, our founder and chief executive officer, and Trustbridge Partners VII, L.P. (collectively, the “Buyer Group”), to acquire\nall of our outstanding Class A and Class B ordinary shares, including Class A ordinary shares represented by ADSs, that are not already\nbeneficially owned by the Buyer Group or their affiliates, for a purchase price of US0.4940perordinaryshare,orUS2.9641 per ADS, in cash\nin a going private transaction.\n\n \n\nOur\nboard of directors formed a special committee consisting of independent and disinterested directors, Mr. Adam J. Zhao, Mr. Tim Yimin\nLiu, and Mr. Ziguang Gao, to evaluate and consider the Proposal. The special committee has retained independent financial and legal advisors\nto assist in this process. As of the date of this annual report, the special committee is continuing its evaluation of the Proposal,\nand no decisions have been made with respect to our response to the Proposal. There can be no assurance that any definitive offer will\nbe made, that any definitive agreement will be executed, or that this or any other transaction will be approved or consummated.\n\n \n\n**Contractual\nArrangements**\n\n \n\nSee\n“Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements.”\n\n \n\n122\n\n \n\n \n\n**Private\nPlacements**\n\n \n\nSee\n“Item 4. Information on the Company—A. History and Development of the Company.”\n\n \n\n**Shareholders\nAgreement**\n\n \n\nIn\nNovember 2020, we entered into a shareholders agreement (as amended) and a right of first refusal and co-sale agreement (as amended)\nwith all of our existing shareholders and warrant holders, or collectively, the shareholders agreements. The shareholders agreements\nprovide for certain shareholders’ rights, including information and inspection rights, preemptive rights, right of first refusal\nand co-sale rights, director nomination rights and provisions governing corporate governance matters. The special rights and the corporate\ngovernance provisions has automatically terminated upon the completion of our initial public offering.\n\n \n\n**Registration\nrights**\n\n \n\nWe\nhave granted certain registration rights to our shareholders. Set forth below is a description of the registration rights granted under\nthe shareholders agreement.\n\n \n\n*Demand\nregistration rights.*At any time or from time to time after six months following the closing of the initial public offering, holders\nof at least 20% of the registrable securities (including shares issued to our investors) then outstanding have the right to demand that\nwe file a registration statement of all registrable securities that the holders request to be registered and included in such registration\nstatement by written notice. Other than required by the underwriter(s) in connection with our initial public offering, not more than\n75% of the registrable securities requested by the holders to be included in such underwriting and registration shall be excluded by\nthe underwriters and shall only be excluded after excluding all other equity securities from the registration and underwritten offering\nfirst and so long as the number of shares to be included on behalf of the non-excluded holders is allocated among all holders in proportion\nto the respective amounts of registrable securities requested by such holders to be included. We have the right to defer filing of a\nregistration statement for a period of not more than 90 days after the receipt of the request of the initiating holders if we furnish\nto the holders requesting registration a certificate signed by our chief executive officer stating that in the good faith judgment of\nour board of directors, it would be materially detrimental to us and our shareholders for such registration statement to be filed at\nsuch time. However, we cannot exercise the deferral right more than once in any 12-month period. We are obligated to effect no more than\nthree demand registrations, other than demand registration to be effected pursuant to registration statement on Form F-3, for which an\nunlimited number of demand registrations shall be permitted.\n\n \n\n*Piggyback\nregistration rights.*If we propose to file a registration statement for a public offering of our securities, we must offer the holders\nof registrable securities an opportunity to include in the registration statement all or any part of the registrable securities held\nby such holders. If the managing underwriters of any underwritten offering determine in good faith that marketing factors require a limitation\nof the number of shares to be underwritten, the underwriters may exclude up to all of the registrable securities requested to be registered\nin connection with the initial public offering and up to 75% of the registrable securities requested to be registered in connection with\nany other public offering, but in any case only after first excluding all other equity securities (except for securities sold for the\naccount of the company) from the registration and underwriting and so long as the registrable securities to be included in such registration\non behalf of any non-excluded holders are allocated among all holders in proportion, as nearly as practicable, to the respective amounts\nof registrable securities requested by such holders to be included.\n\n \n\n*Form\nF-3 registration rights.*Our shareholders may request us in writing to file an unlimited number of registration statements on Form\nF-3. We shall effect the registration of the securities on Form F-3 as soon as practicable, except in certain circumstances.\n\n \n\n*Expenses\nof registration.*We will bear all registration expenses (other than underwriting discounts and commissions in connection with sale\nof registrable securities) and expenses incurred by holders upon our or an underwriters’ request in connection with any demand,\npiggyback or Form F-3 registration. We will not, however, be required to pay for any expenses of any registration proceeding begun pursuant\nto demand registration rights, whether or not on Form F-3/S-3, if the registration request is subsequently withdrawn by the holders of\nno less than a majority of the voting power of the registrable securities requested to be registered, subject to certain exceptions.\n\n \n\n123\n\n \n\n \n\n*Termination\nof registration rights.*Our shareholders’ registration rights will terminate upon the earlier of (1) the fifth anniversary\nof the completion of a qualified public offering, (2) the termination, liquidation, dissolution of our company or a liquidation event,\nand (3) as to any shareholder when the shares subject to registration rights held by such shareholder can be sold without registration\nin any 90-day period pursuant to Rule 144 promulgated under the Securities Act.\n\n \n\n**Employment\nAgreements and Indemnification Agreements**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees—C. Board Practices—Employment Agreements and Indemnification Agreements.”\n\n \n\n**Share\nIncentive Plans**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.”\n\n \n\n**C.\nInterests of Experts and Counsels**\n\n \n\nNot\napplicable."}