{"url_path":"/sec/raasy/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL INFORMATION**","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":1289,"has_tables":true,"body_markdown":"**ITEM\n8. FINANCIAL INFORMATION**\n\n \n\n**A.\nConsolidated Statements and Other Financial Information**\n\n \n\nWe\nhave appended consolidated financial statements filed as part of this annual report.\n\n \n\n**Legal\nand Other Proceedings**\n\n \n\nFrom\ntime to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including\nactions with respect to intellectual property infringement, breach of contract and labor and employment claims. See “Item 3. Key\nInformation—D. Risk Factors—Risks Related to Our Business and Industry—We have been, and may be in the future, party\nto intellectual property rights claims and other litigation matters, which are expensive to support, and if resolved adversely, could\nharm our business.” We are currently not a party to, and are not aware of any threat of, any legal or administrative proceedings\nthat, in the opinion of our management, are likely to have any material and adverse effect on our business, results of operations and\nfinancial condition.\n\n \n\nOn\nApril 19, 2021, we and certain of our current and former directors and officers, the underwriters in our initial public offering and\nour agent for service of process in the United States were named as defendants in a securities class action filed in the Supreme Court\nof the State of New York, New York County (captioned *Sonny St. John v. Cloopen Group Holding Limited et al.*, Index No. 652617/2021\n(N.Y. Sup. Ct. N.Y. Cnty.)). The plaintiff alleged that our registration statement on Form F-1 in connection with our initial public\noffering contained material misstatements and omissions in violation of the U.S. federal securities laws, including those relating to\nour estimates on financial results of the fourth quarter of 2020. On December 3, 2021, defendants in the *Sonny St. John* action\nfiled a motion to dismiss the complaint, and on August 10, 2022, the Supreme Court of the State of New York denied that motion to dismiss.\nOn December 10, 2021, we and certain of our current and former directors and officers, the underwriters in our initial public offering\nand our agent for service of process in the United States were named as defendants in a securities class action filed in the United States\nDistrict Court for the Southern District of New York (captioned *Dong v. Cloopen Group Holding Limited et al.*, Case No. 1:21-cv-10610-JGK-RWL\n(S.D.N.Y.)), which also arose out of certain public disclosures made in connection with our initial public offering. On July 15, 2022,\ndefendants in the *Dong* action filed a motion to dismiss the complaint, and on March 16, 2023, the United States District Court\nfor the Southern District of New York denied that motion to dismiss. On June 5, 2023, we, as well as all parties to the above-mentioned\nclass action lawsuits, executed a binding term sheet for the settlement of both class action lawsuits. On June 6, 2023, the parties informed\nthe courts that they had reached an agreement-in-principle to settle the claims in the class action lawsuits, and, the same day, the\nUnited States District Court for the Southern District of New York discontinued and closed the *Dong* action. On August 16, 2023,\nwe entered into a stipulation of settlement with all parties to the suits reflecting the terms of the settlement. The settlement required\nus to pay a total of US$12.0 million in cash to the plaintiff class. We and the other defendants received full releases of claims pursuant\nto the terms of the settlement. On October 5, 2023, the Supreme Court of the State of New York preliminarily approved the settlement\nof the class action lawsuits. On January 23, 2024, the Supreme Court of the State of New York issued an order granting final approval\nof the settlement and dismissing the claims in the *Sonny St. John* action.\n\n \n\n124\n\n \n\n \n\nIn\naddition, we issued a press release on May 3, 2022 regarding the formation of the Special Committee to investigate the employee misconduct\nand transaction irregularities. We also notified the SEC of the Independent Investigation by the Special Committee, and the SEC subsequently\ninitiated an investigation. We have since cooperated with the SEC and voluntarily provided information. On February 6, 2024, we reached\na settlement with the SEC regarding the employee misconduct and transaction irregularities. Under the terms of the settlement, we, without\nadmitting or denying the findings of the SEC, consented to the entry of an order by the SEC that we shall cease and desist from committing\nor causing any violations and any future violations of certain federal securities laws, including Section 10(b) of the Exchange Act.\nIn settling this matter, the SEC considered our prompt self-reporting to the SEC staff, and the substantial cooperation provided by us\nthroughout its investigation. The SEC also considered the prompt remedial measures undertaken by us, including, among others, terminating\nor disciplining the people involved in the fraudulent scheme, reorganizing the departments engaged in the misconduct, strengthening our\naccounting controls, and recruiting new finance and accounting staff with expertise in U.S. GAAP. The SEC did not impose civil penalties\nagainst us because of our self-reporting, cooperation and remediation.\n\n \n\n**Dividend\nPolicy**\n\n \n\nWe\nhave not declared or paid any dividends. We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable\nfuture. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.\nOur board of directors has complete discretion in deciding the payment of any future dividends, subject to certain requirements of Cayman\nIslands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended\nby our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits or share premium\naccount, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as\nthey fall due in the ordinary course of business. The declaration and payment of dividends will depend upon, among other things, our\nfuture operations and earnings, capital requirements and surplus, our financial condition, contractual restrictions, general business\nconditions and other factors as our board of directors may deem relevant.\n\n \n\nWe\nare a holding company incorporated in the Cayman Islands. We may rely on dividends from our PRC subsidiaries for our cash requirements,\nincluding any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends\nto us or of the affiliated entities to pay cash dividend payments to us. See “Item 3. Key Information—D. Risk Factors—Risks\nRelated to Our Corporate Structure—We may rely on dividends paid by our PRC subsidiaries to fund cash and financing requirements.\nAny limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct\nour business and to pay dividends to holders of our ordinary shares, including those represented by the ADSs.”\n\n \n\nIf\nwe pay any dividends, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying the ADSs to\nthe depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to the ADS holders\nin proportion to the Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement,\nincluding the fees and expenses payable thereunder. Cash dividends on our Class A ordinary shares, if any, will be paid in U.S. dollars.\n\n \n\n**B.\nSignificant Changes**\n\n \n\nExcept\nas disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated\nfinancial statements included in this annual report.\n\n \n\n125"}