On April 19, 2021 a
Motion,Ex Parte
was filed
involving a dispute between
Sonny St. John
Individually And On Behalf Of All Others Similarly Situated,,
and
Changxun Sun,
China International Capital Corporation Hong Kong Securities Limited,
Ching Chiu,
Citigroup Global Markets, Inc.,
Cloopen Group Holding Limited,
Cogency Global Inc.,
Colleen A. Devries,
Feng Zhu,
Futu, Inc.,
Goldman Sachs,
Jianhong Zhou,
Kui Zhou,
Lok Yan Hui,
Ming Liao,
Qingsheng Zheng,
Tiger Brokers,
Xiaodong Liang,
Yipeng Li,
Zi Yang,
for Commercial Division
in the District Court of New York County.
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FILED: NEW YORK COUNTY CLERK 01/19/2022 10:36 PM INDEX NO. 652617/2021
NYSCEF DOC. NO. 45 RECEIVED NYSCEF: 01/19/2022
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK: COMMERCIAL DIVISION
SONNY ST. JOHN, Individually and on Behalf of All
Others Similarly Situated, Index No. 652617/2021
Plaintiff, Motion Sequence Nos. 003, 004 & 005
v. Part 53: Hon. Andrew Borrok
CLOOPEN GROUP HOLDING LIMITED,
CHANGXUN SUN, YIPENG LI, KUI ZHOU, ORAL ARGUMENT REQUESTED
QINGSHENG ZHENG, XIAODONG LIANG, ZI
YANG, MING LIAO, FENG ZHU, LOK YAN HUI,
JIANHONG ZHOU, CHING CHIU, COGENCY
GLOBAL INC., COLLEEN A. DEVRIES,
GOLDMAN SACHS (ASIA) L.L.C., CITIGROUP
GLOBAL MARKETS INC., CHINA
INTERNATIONAL CAPITAL CORPORATION
HONG KONG SECURITIES LIMITED, TIGER
BROKERS (NZ) LIMITED, and FUTU, INC.,
Defendants.
AFFIRMATION OF THOMAS L. LAUGHLIN, IV, IN OPPOSITION TO
DEFENDANTS’ MOTIONS TO DISMISS THE AMENDED COMPLAINT
THOMAS L. LAUGHLIN, IV, an attorney admitted to practice law in the Courts of the
State of New York, affirms under penalty of perjury as follows:
1. I am an attorney at Scott+Scott Attorneys at Law LLP, counsel for Plaintiff Sonny
St. John in the above-captioned proceeding.
2. I am fully familiar with the facts set forth below, and I respectfully submit this
affirmation in opposition to Defendants’ motions to dismiss the Amended Complaint.
3. Attached as Exhibit A hereto is a true and correct copy of excerpts from Cloopen’s
Form 424(b)(4) final prospectus, filed with the Securities and Exchange Commission (the “SEC”)
on February 9, 2021. This document is quoted and/or referenced throughout the Amended
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FILED: NEW YORK COUNTY CLERK 01/19/2022 10:36 PM INDEX NO. 652617/2021
NYSCEF DOC. NO. 45 RECEIVED NYSCEF: 01/19/2022
Complaint (NYSCEF No. 23), including at ¶¶5-8, 10-11, 57, and 73-91, and other excerpts from
this document are cited in Defendants’ motions to dismiss.
4. Attached as Exhibit B hereto is a true and correct copy of Cloopen’s Form 20-F
Annual Report for FY 2020, filed with the SEC on May 10, 2021. This document is quoted
and/or referenced in the Amended Complaint, including at ¶¶97-98.
Dated: January 19, 2022 /s/ Thomas L. Laughlin, IV
New York, NY Thomas L. Laughlin, IV
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FILED: NEW YORK COUNTY CLERK 01/19/2022 10:36 PM INDEX NO. 652617/2021
NYSCEF DOC. NO. 45 RECEIVED NYSCEF: 01/19/2022
CERTIFICATE OF COMPLIANCE WITH WORD LIMIT
The preceding Affirmation of Thomas L. Laughlin, IV, in Opposition to Defendants’
Motions to Dismiss complies with the 7,000-word limit set by Commercial Division Rule 17.
Excluding the caption, table of contents, table of authorities, and the signature block, the document
contains 182 words as measured by Microsoft Word, the word-processing system that was used to
prepare the document.
Dated: January 19, 2022 /s/ Thomas L. Laughlin, IV
New York, NY Thomas L. Laughlin, IV
3
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FILED: NEW YORK COUNTY CLERK 01/19/2022 10:36 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 45 RECEIVED NYSCEF: 01/19/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION SONNY ST. JOHN, Individually and on Behalf of All Others Similarly Situated, Index No. 652617/2021 Plaintiff, Motion Sequence Nos. 003, 004 & 005 v. Part 53: Hon. Andrew Borrok CLOOPEN GROUP HOLDING LIMITED, CHANGXUN SUN, YIPENG LI, KUI ZHOU, ORAL ARGUMENT REQUESTED QINGSHENG ZHENG, XIAODONG LIANG, ZI YANG, MING LIAO, FENG ZHU, LOK YAN HUI, JIANHONG ZHOU, CHING CHIU, COGENCY GLOBAL INC., COLLEEN A. DEVRIES, GOLDMAN SACHS (ASIA) L.L.C., CITIGROUP GLOBAL MARKETS INC., CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED, TIGER BROKERS (NZ) LIMITED, and FUTU, INC., Defendants. AFFIRMATION OF THOMAS L. LAUGHLIN, IV, IN OPPOSITION TO DEFENDANTS’ MOTIONS TO DISMISS THE AMENDED COMPLAINT THOMAS L. LAUGHLIN, IV, an attorney admitted to practice law in the Courts of the State of New York, affirms under penalty of perjury as follows: 1. I am an attorney at Scott+Scott Attorneys at Law LLP, counsel for Plaintiff Sonny St. John in the above-captioned proceeding. 2. I am fully familiar with the facts set forth below, and I respectfully submit this affirmation in opposition to Defendants’ motions to dismiss the Amended Complaint. 3. Attached as Exhibit A hereto is a true and correct copy of excerpts from Cloopen’s Form 424(b)(4) final prospectus, filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2021. This document is quoted and/or referenced throughout the Amended 1 of 3 FILED: NEW YORK COUNTY CLERK 01/19/2022 10:36 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 45 RECEIVED NYSCEF: 01/19/2022 Complaint (NYSCEF No. 23), including at ¶¶5-8, 10-11, 57, and 73-91, and other excerpts from this document are cited in Defendants’ motions to dismiss. 4. Attached as Exhibit B hereto is a true and correct copy of Cloopen’s Form 20-F Annual Report for FY 2020, filed with the SEC on May 10, 2021. This document is quoted and/or referenced in the Amended Complaint, including at ¶¶97-98. Dated: January 19, 2022 /s/ Thomas L. Laughlin, IV New York, NY Thomas L. Laughlin, IV 2 2 of 3 FILED: NEW YORK COUNTY CLERK 01/19/2022 10:36 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 45 RECEIVED NYSCEF: 01/19/2022 CERTIFICATE OF COMPLIANCE WITH WORD LIMIT The preceding Affirmation of Thomas L. Laughlin, IV, in Opposition to Defendants’ Motions to Dismiss complies with the 7,000-word limit set by Commercial Division Rule 17. Excluding the caption, table of contents, table of authorities, and the signature block, the document contains 182 words as measured by Microsoft Word, the word-processing system that was used to prepare the document. Dated: January 19, 2022 /s/ Thomas L. Laughlin, IV New York, NY Thomas L. Laughlin, IV 3 3 of 3