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FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021
NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022
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, )
) Part 53
v. )
) Hon. Andrew Borrok
CLOOPEN GROUP HOLDING LIMITED, )
CHANGXUN SUN, YIPENG LI, KUI )
ZHOU, QINGSHENG ZHENG, ) ANSWER
XIAODONG LIANG, ZI YANG, MING )
LIAO, FENG ZHU, LOK YAN HUI, )
JIANHONG ZHOU, CHING CHIU, )
COGENCY GLOBAL INC., )
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. )
)
Defendant Cogency Global Inc. (“Cogency”),1 by and through its undersigned counsel,
respectfully submits this Answer to the Amended Complaint for Violations of the Securities Act
of 1933 (the “Amended Complaint”) asserted by Plaintiff Sonny St. John (“Plaintiff”), individually
and on behalf of all others similarly situated. Cogency denies all of the Amended Complaint’s
allegations unless expressly admitted herein. The first non-numbered paragraph of the Amended
Complaint reflects Plaintiff’s characterization of its own alleged investigation for which no
response is required. To the extent a response is required, Cogency states that it lacks knowledge
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Colleen DeVries was named as a defendant in the Amended Complaint. Pursuant to a stipulation, however,
all claims against Ms. DeVries were dismissed, and the parties also agreed to dismiss the second and third causes of
action against Cogency. See NYSCEF No. 43.
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or information sufficient to form a belief as to the truth of the allegations in that paragraph and on
that basis denies them. To the extent any headings in the Amended Complaint contain any factual
allegations or legal conclusions, Cogency denies those allegations or legal conclusions. Cogency
answers the allegations in the Amended Complaint as follows:
SUMMARY OF THE ACTION
1. Cogency denies the allegations contained in Paragraph 1 of the Amended
Complaint, but admits that the Amended Complaint is styled as a putative securities class action
purportedly brought on behalf of all persons or entities who purchased the American Depositary
Shares (“ADSs”) of Cloopen Group Holding Limited (“Cloopen”) pursuant and/or traceable to
Cloopen’s prospectus and registration statement, as amended (together, “Offering Documents”),
issued in connection with Cloopen’s February 9, 2021 initial public offering (the “IPO”).
2. Cogency admits that Plaintiff purports to assert claims under Sections 11, 12, and
15 of the Securities Act of 1933 against Cloopen, certain Cloopen officers and directors, the
underwriters of the IPO, and Cloopen’s U.S. representatives, but denies that such claims have
merit.
3. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 3 of the Amended Complaint and on that
basis denies them except it admits that Cloopen’s ADSs are listed on the New York Stock
Exchange under the ticket symbol “RAAS”.
4. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 4 of the Amended Complaint and on that
basis denies them except that it admits that the IPO was commenced in February 2021, and that
Cloopen issued approximately 23 million ADSs at $16/share.
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5. Paragraph 5 contains legal conclusions to which no response is required. To the
extent a response is required, Cogency denies the allegations contained in Paragraph 5 of the
Amended Complaint.
6. Paragraph 6 contains legal conclusions to which no response is required. To the
extent a response is required, Cogency states that the Offering Documents speak for themselves,
and therefore the allegations in Paragraph 6 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
7. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 7 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents, Cloopen’s March 26, 2021
Form 6-K, and/or Cloopen’s FY2020 Annual Report speak for themselves, and therefore the
allegations in Paragraph 7 are denied to the extent they attempt to summarize or characterize such
documents.
8. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 8 of the Amended Complaint and on that
basis denies them. Cogency further states that Cloopen’s March 26, 2021 Form 6-K speaks for
itself, and therefore the allegations in Paragraph 8 are denied to the extent they attempt to
summarize or characterize that document.
9. Paragraph 9 contains legal conclusions to which no response is required. To the
extent a response is required, Cogency states that it lacks knowledge or information sufficient to
form a belief as to the truth of the allegations contained in Paragraph 9 of the Amended Complaint
and on that basis denies them.
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10. Paragraph 10 contains legal conclusions to which no response is required. To the
extent a response is required, Cogency states that it lacks knowledge or information sufficient to
form a belief as to the truth of the allegations contained in Paragraph 10 of the Amended Complaint
and on that basis denies them.
11. Paragraph 11 contains legal conclusions to which no response is required. To the
extent a response is required, Cogency states that it lacks knowledge or information sufficient to
form a belief as to the truth of the allegations contained in Paragraph 11 of the Amended Complaint
and on that basis denies them except it admits that Cloopen conducted the IPO and raised
approximately $340.2 million in net proceeds.
12. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 12 of the Amended Complaint and on that
basis denies them except it admits that the price of Cloopen’s ADSs fell 18.5% from $14.42 per
ADS at close of March 25, 2021 to $11.75 per ADS at close of March 26, 2021.
13. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 13 of the Amended Complaint and on that
basis denies them except it admits that the price of Cloopen’s ADSs fell 9.3% from $9.89 per ADS
at close of May 11, 2021 to $8.97 per ADS at close of May 12, 2021.
14. Cogency admits that, from the IPO to the date of the filing of the Amended
Complaint on October 4, 2021, the price of Cloopen’s ADSs has traded as low as $3.98 per ADS
and that such price represents a decline of over 75% from the $16 per ADS IPO offering price.
15. Paragraph 15 contains legal conclusions to which no response is required. To the
extent a response is required, Cogency states that it lacks knowledge or information sufficient to
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form a belief as to the truth of the allegations contained in Paragraph 15 of the Amended Complaint
and on that basis denies them.
JURISDICTION AND VENUE
16. The allegations contained in Paragraph 16 of the Amended Complaint state legal
conclusions for which no response is required. To the extent a response is required, Cogency
denies the allegations in Paragraph 16, except it admits that Plaintiff purports to base jurisdiction
over this action on the bases stated in Paragraph 16.
17. The allegations contained in Paragraph 17 of the Amended Complaint state legal
conclusions for which no response is required. To the extent a response is required, Cogency states
that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations
contained in Paragraph 17 to the extent that they pertain to the other defendants and on that basis
denies them, but admits that Cogency is based within New York County.
PARTIES
18. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 18 of the Amended Complaint and on that
basis denies them.
19. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 19 of the Amended Complaint and on that
basis denies them but admits that Cloopen’s ADSs are listed on the NYSE under the ticker symbol
“RAAS.”
20. The allegations contained in Paragraph 20 of the Amended Complaint state legal
conclusions for which no response is required. To the extent a response is required, Cogency
admits that it was Cloopen’s authorized U.S. representative for purposes of the IPO. Ms. DeVries
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has been dismissed from this action, but Cogency admits that she signed the Registration Statement
on behalf of Cogency and that she is an employee of Cogency.
21. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 21 of the Amended Complaint and on that
basis denies them except it admits that Changxun Sun signed the Registration Statement, and that
the Registration Statement referred to Changxun Sun as Cloopen’s Chief Executive Officer and
Chairman of Cloopen’s Board of Directors.
22. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 22 of the Amended Complaint and on that
basis denies them except it admits that Yipeng Li signed the Registration Statement, and that the
Registration Statement referred to Yipeng Li as Cloopen’s Chief Financial Officer and a member
of Cloopen’s Board of Directors.
23. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 23 of the Amended Complaint and on that
basis denies them except it admits that Kui Zhou signed the Registration Statement, and that the
Registration Statement referred to Kui Zhou as a member of Cloopen’s Board of Directors.
24. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 24 of the Amended Complaint and on that
basis denies them except it admits that Qingsheng Zheng signed the Registration Statement, and
that the Registration Statement referred to Qingsheng Zheng as a member of Cloopen’s Board of
Directors.
25. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 25 of the Amended Complaint and on that
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basis denies them except it admits that Xiaodong Liang signed the Registration Statement, and that
the Registration Statement referred to Xiaodong Liang as a member of Cloopen’s Board of
Directors.
26. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 26 of the Amended Complaint and on that
basis denies them except it admits that Zi Yang signed the Registration Statement, and that the
Registration Statement referred to Zi Yang as a member of Cloopen’s Board of Directors.
27. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 27 of the Amended Complaint and on that
basis denies them except it admits that Ming Liao signed the Registration Statement, and that the
Registration Statement referred to Ming Liao as a member of Cloopen’s Board of Directors.
28. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 28 of the Amended Complaint and on that
basis denies them except it admits that Feng Zhu signed the Registration Statement, and that the
Registration Statement referred to Feng Zhu as a member of Cloopen’s Board of Directors.
29. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 29 of the Amended Complaint and on that
basis denies them except it admits that Lok Yan Hui signed the Registration Statement, and that
the Registration Statement referred to Lok Yan Hui as a member of Cloopen’s Board of Directors.
30. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 30 of the Amended Complaint and on that
basis denies them except it admits that Jianhong Zhou signed the Registration Statement, and that
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the Registration Statement referred to Jianhong Zhou as a member of Cloopen’s Board of
Directors.
31. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 31 of the Amended Complaint and on that
basis denies them except it admits that Ching Chiu signed the Registration Statement, and that the
Registration Statement referred to Ching Chiu as a member of Cloopen’s Board of Directors.
32. Ms. DeVries has been dismissed from this action, but Cogency admits that she
signed the Registration Statement on behalf of Cogency and that she is an employee of Cogency.
33. Cogency admits that the Defendants named in Paragraphs 21-32 are referred to by
the Plaintiff in the Amended Complaint as the “Individual Defendants” and that Colleen DeVries
signed the registration statement on behalf of Cogency, which acted as the “duly authorized
representative” under Section 6(a) of the 1933 Act. Cogency denies the remaining allegations in
Paragraph 33 of the Amended Complaint as they relate to Cogency and states that it lacks
knowledge or information sufficient to form a belief as to the truth of the allegations contained in
Paragraph 33 of the Amended Complaint as they relate to the other Defendants and on that basis
denies them.
34. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 34 of the Amended Complaint and on that
basis denies them except it admits that Goldman Sachs (Asia) L.L.C., Citigroup Global Markets
Inc., (“Citigroup”), China International Capital Corporation Hong Kong Securities Limited, Tiger
Brokers (NZ) Limited, and Futu, Inc. served as underwriters to Cloopen’s ADSs and that such
defendants are referred to by the Plaintiff in the Amended Complaint as “Underwriter Defendants”.
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35. The allegations contained in Paragraph 35 of the Amended Complaint state legal
conclusions for which no response is required. To the extent a response is required, Cogency states
that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations
contained in Paragraph 35 of the Amended Complaint and on that basis denies them.
SUBSTANTIVE ALLEGATIONS
A. Cloopen’s Business and Financial Performance in the Years Leading Up to the IPO
36. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 36 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 36 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
37. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 37 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 37 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
38. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 38 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 38 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
39. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 39 of the Amended Complaint and on that
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basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 39 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
40. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 40 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 40 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
41. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 41 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 41 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
42. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 42 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 42 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
B. Cloopen Issues Warrants and Engages in Other Financing Before the IPO
43. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 43 of the Amended Complaint and on that
basis denies them.
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44. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 44 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 44 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
45. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 45 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 45 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
46. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 46 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 46 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
47. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 47 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 47 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
48. Paragraph 48 contains legal conclusions to which no response is required. To the
extent a response is required, Cogency states that it lacks knowledge or information sufficient to
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form a belief as to the truth of the allegations contained in Paragraph 48 of the Amended Complaint
and on that basis denies them.
49. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 49 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 49 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
50. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 50 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 50 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
51. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 51 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 51 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
52. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 52 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 52 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
C. Cloopen Races to Conduct Its IPO Becoming the First Chinese SaaS Company Listed
in the United States
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53. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 53 of the Amended Complaint and on that
basis denies them except it admits that on November 13, 2020, Cloopen filed a draft registration
statement on Form F-1 with the SEC. Cogency further states that the Offering Documents speak
for themselves, and therefore the allegations in Paragraph 53 are denied to the extent they attempt
to summarize or characterize the Offering Documents.
54. Cogency admits the allegations contained in Paragraph 54 of the Amended
Complaint.
55. Cogency states that Cloopen’s publicly-filed correspondence to the SEC dated
February 5, 2021 and the joinder correspondence publicly filed by Goldman Sachs, Citigroup, and
China International Capital Corporation dated February 5, 2021 speak for themselves, and
therefore the allegations in Paragraph 55 are denied to the extent they attempt to summarize or
characterize such documents. Cogency otherwise admits the allegations contained in Paragraph
55 of the Amended Complaint.
56. Cogency admits the allegations contained in Paragraph 56 of the Amended
Complaint.
57. Cogency admits the allegations contained in Paragraph 57 of the Amended
Complaint.
58. Cogency admits the allegations contained in Paragraph 58 of the Amended
Complaint.
D. Undisclosed Investors at the Time of Its IPO, Cloopen Experienced Severe Business
Reversals in the Fourth Quarter of 2020
59. Cogency admits the allegations contained in Paragraph 59 of the Amended
Complaint.
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60. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 60 of the Amended Complaint and on that
basis denies them
61. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 61 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 61 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
62. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 62 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 62 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
63. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 63 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 63 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
64. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 64 of the Amended Complaint and on that
basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report
speak for themselves, and therefore the allegations in Paragraph 64 are denied to the extent they
attempt to summarize or characterize such documents.
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65. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 65 of the Amended Complaint and on that
basis denies them.
66. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 66 of the Amended Complaint and on that
basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report
speak for themselves, and therefore the allegations in Paragraph 66 are denied to the extent they
attempt to summarize or characterize such documents.
67. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 67 of the Amended Complaint and on that
basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report
speak for themselves, and therefore the allegations in Paragraph 67 are denied to the extent they
attempt to summarize or characterize such documents.
68. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 68 of the Amended Complaint and on that
basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report
speak for themselves, and therefore the allegations in Paragraph 68 are denied to the extent they
attempt to summarize or characterize such documents.
69. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 69 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 69 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
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70. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 70 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 70 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
71. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 71 of the Amended Complaint and on that
basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report
speak for themselves, and therefore the allegations in Paragraph 71 are denied to the extent they
attempt to summarize or characterize such documents.
72. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 72 of the Amended Complaint and on that
basis denies them.
E. The Offering Materials’ Actionable Omissions and Misrepresentations
73. The allegations contained in Paragraph 73 of the Amended Complaint state legal
conclusions for which no response is required. To the extent a response is required, Cogency states
that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations
contained in Paragraph 73 of the Amended Complaint and on that basis denies them.
74. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 74 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 74 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
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75. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 75 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 75 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
76. Cogency states that it lacks knowledge or information sufficient to form a belief as
to the truth of the allegations contained in Paragraph 76 of the Amended Complaint and on that
basis denies them. Cogency further states that the Offering Documents speak for themselves, and
therefore the allegations in Paragraph 76 are denied to the extent they attempt to summarize or
characterize the Offering Documents.
77. The allegations contained in Paragraph 77 of the Amended Complaint state legal
conclusions for which no response is required. To the extent a response is required, Cogency states
that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations
contained in Paragraph 77 of the Amended Complaint and on that basis denies them. Cogency
further states that the Offering Documents speak for themselves, and therefore the allegations in
Paragraph 77 are denied to the extent they attempt to summarize or characterize the Offering
Documents.
78. The allegations contained in Paragraph 78 of the Amended Complaint state legal
conclusions for which no response is required. To the extent a response is required, Cogency states
that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations
contained in Paragraph 78 of the Amended Complaint and on that basis denies them. Cogency
further states that the Offering Documents speak for themselves, and therefore the allegations in
17
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FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 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, ) ) Part 53 v. ) ) Hon. Andrew Borrok CLOOPEN GROUP HOLDING LIMITED, ) CHANGXUN SUN, YIPENG LI, KUI ) ZHOU, QINGSHENG ZHENG, ) ANSWER XIAODONG LIANG, ZI YANG, MING ) LIAO, FENG ZHU, LOK YAN HUI, ) JIANHONG ZHOU, CHING CHIU, ) COGENCY GLOBAL INC., ) 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. ) ) Defendant Cogency Global Inc. (“Cogency”),1 by and through its undersigned counsel, respectfully submits this Answer to the Amended Complaint for Violations of the Securities Act of 1933 (the “Amended Complaint”) asserted by Plaintiff Sonny St. John (“Plaintiff”), individually and on behalf of all others similarly situated. Cogency denies all of the Amended Complaint’s allegations unless expressly admitted herein. The first non-numbered paragraph of the Amended Complaint reflects Plaintiff’s characterization of its own alleged investigation for which no response is required. To the extent a response is required, Cogency states that it lacks knowledge 1 Colleen DeVries was named as a defendant in the Amended Complaint. Pursuant to a stipulation, however, all claims against Ms. DeVries were dismissed, and the parties also agreed to dismiss the second and third causes of action against Cogency. See NYSCEF No. 43. 1 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 or information sufficient to form a belief as to the truth of the allegations in that paragraph and on that basis denies them. To the extent any headings in the Amended Complaint contain any factual allegations or legal conclusions, Cogency denies those allegations or legal conclusions. Cogency answers the allegations in the Amended Complaint as follows: SUMMARY OF THE ACTION 1. Cogency denies the allegations contained in Paragraph 1 of the Amended Complaint, but admits that the Amended Complaint is styled as a putative securities class action purportedly brought on behalf of all persons or entities who purchased the American Depositary Shares (“ADSs”) of Cloopen Group Holding Limited (“Cloopen”) pursuant and/or traceable to Cloopen’s prospectus and registration statement, as amended (together, “Offering Documents”), issued in connection with Cloopen’s February 9, 2021 initial public offering (the “IPO”). 2. Cogency admits that Plaintiff purports to assert claims under Sections 11, 12, and 15 of the Securities Act of 1933 against Cloopen, certain Cloopen officers and directors, the underwriters of the IPO, and Cloopen’s U.S. representatives, but denies that such claims have merit. 3. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 3 of the Amended Complaint and on that basis denies them except it admits that Cloopen’s ADSs are listed on the New York Stock Exchange under the ticket symbol “RAAS”. 4. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 4 of the Amended Complaint and on that basis denies them except that it admits that the IPO was commenced in February 2021, and that Cloopen issued approximately 23 million ADSs at $16/share. 2 2 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 5. Paragraph 5 contains legal conclusions to which no response is required. To the extent a response is required, Cogency denies the allegations contained in Paragraph 5 of the Amended Complaint. 6. Paragraph 6 contains legal conclusions to which no response is required. To the extent a response is required, Cogency states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 6 are denied to the extent they attempt to summarize or characterize the Offering Documents. 7. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 7 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents, Cloopen’s March 26, 2021 Form 6-K, and/or Cloopen’s FY2020 Annual Report speak for themselves, and therefore the allegations in Paragraph 7 are denied to the extent they attempt to summarize or characterize such documents. 8. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 8 of the Amended Complaint and on that basis denies them. Cogency further states that Cloopen’s March 26, 2021 Form 6-K speaks for itself, and therefore the allegations in Paragraph 8 are denied to the extent they attempt to summarize or characterize that document. 9. Paragraph 9 contains legal conclusions to which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 9 of the Amended Complaint and on that basis denies them. 3 3 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 10. Paragraph 10 contains legal conclusions to which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 10 of the Amended Complaint and on that basis denies them. 11. Paragraph 11 contains legal conclusions to which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 11 of the Amended Complaint and on that basis denies them except it admits that Cloopen conducted the IPO and raised approximately $340.2 million in net proceeds. 12. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 12 of the Amended Complaint and on that basis denies them except it admits that the price of Cloopen’s ADSs fell 18.5% from $14.42 per ADS at close of March 25, 2021 to $11.75 per ADS at close of March 26, 2021. 13. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 13 of the Amended Complaint and on that basis denies them except it admits that the price of Cloopen’s ADSs fell 9.3% from $9.89 per ADS at close of May 11, 2021 to $8.97 per ADS at close of May 12, 2021. 14. Cogency admits that, from the IPO to the date of the filing of the Amended Complaint on October 4, 2021, the price of Cloopen’s ADSs has traded as low as $3.98 per ADS and that such price represents a decline of over 75% from the $16 per ADS IPO offering price. 15. Paragraph 15 contains legal conclusions to which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to 4 4 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 form a belief as to the truth of the allegations contained in Paragraph 15 of the Amended Complaint and on that basis denies them. JURISDICTION AND VENUE 16. The allegations contained in Paragraph 16 of the Amended Complaint state legal conclusions for which no response is required. To the extent a response is required, Cogency denies the allegations in Paragraph 16, except it admits that Plaintiff purports to base jurisdiction over this action on the bases stated in Paragraph 16. 17. The allegations contained in Paragraph 17 of the Amended Complaint state legal conclusions for which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 17 to the extent that they pertain to the other defendants and on that basis denies them, but admits that Cogency is based within New York County. PARTIES 18. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 18 of the Amended Complaint and on that basis denies them. 19. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 19 of the Amended Complaint and on that basis denies them but admits that Cloopen’s ADSs are listed on the NYSE under the ticker symbol “RAAS.” 20. The allegations contained in Paragraph 20 of the Amended Complaint state legal conclusions for which no response is required. To the extent a response is required, Cogency admits that it was Cloopen’s authorized U.S. representative for purposes of the IPO. Ms. DeVries 5 5 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 has been dismissed from this action, but Cogency admits that she signed the Registration Statement on behalf of Cogency and that she is an employee of Cogency. 21. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 21 of the Amended Complaint and on that basis denies them except it admits that Changxun Sun signed the Registration Statement, and that the Registration Statement referred to Changxun Sun as Cloopen’s Chief Executive Officer and Chairman of Cloopen’s Board of Directors. 22. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 22 of the Amended Complaint and on that basis denies them except it admits that Yipeng Li signed the Registration Statement, and that the Registration Statement referred to Yipeng Li as Cloopen’s Chief Financial Officer and a member of Cloopen’s Board of Directors. 23. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 23 of the Amended Complaint and on that basis denies them except it admits that Kui Zhou signed the Registration Statement, and that the Registration Statement referred to Kui Zhou as a member of Cloopen’s Board of Directors. 24. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 24 of the Amended Complaint and on that basis denies them except it admits that Qingsheng Zheng signed the Registration Statement, and that the Registration Statement referred to Qingsheng Zheng as a member of Cloopen’s Board of Directors. 25. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 25 of the Amended Complaint and on that 6 6 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 basis denies them except it admits that Xiaodong Liang signed the Registration Statement, and that the Registration Statement referred to Xiaodong Liang as a member of Cloopen’s Board of Directors. 26. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 26 of the Amended Complaint and on that basis denies them except it admits that Zi Yang signed the Registration Statement, and that the Registration Statement referred to Zi Yang as a member of Cloopen’s Board of Directors. 27. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 27 of the Amended Complaint and on that basis denies them except it admits that Ming Liao signed the Registration Statement, and that the Registration Statement referred to Ming Liao as a member of Cloopen’s Board of Directors. 28. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 28 of the Amended Complaint and on that basis denies them except it admits that Feng Zhu signed the Registration Statement, and that the Registration Statement referred to Feng Zhu as a member of Cloopen’s Board of Directors. 29. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 29 of the Amended Complaint and on that basis denies them except it admits that Lok Yan Hui signed the Registration Statement, and that the Registration Statement referred to Lok Yan Hui as a member of Cloopen’s Board of Directors. 30. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 30 of the Amended Complaint and on that basis denies them except it admits that Jianhong Zhou signed the Registration Statement, and that 7 7 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 the Registration Statement referred to Jianhong Zhou as a member of Cloopen’s Board of Directors. 31. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 31 of the Amended Complaint and on that basis denies them except it admits that Ching Chiu signed the Registration Statement, and that the Registration Statement referred to Ching Chiu as a member of Cloopen’s Board of Directors. 32. Ms. DeVries has been dismissed from this action, but Cogency admits that she signed the Registration Statement on behalf of Cogency and that she is an employee of Cogency. 33. Cogency admits that the Defendants named in Paragraphs 21-32 are referred to by the Plaintiff in the Amended Complaint as the “Individual Defendants” and that Colleen DeVries signed the registration statement on behalf of Cogency, which acted as the “duly authorized representative” under Section 6(a) of the 1933 Act. Cogency denies the remaining allegations in Paragraph 33 of the Amended Complaint as they relate to Cogency and states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 33 of the Amended Complaint as they relate to the other Defendants and on that basis denies them. 34. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 34 of the Amended Complaint and on that basis denies them except it admits that Goldman Sachs (Asia) L.L.C., Citigroup Global Markets Inc., (“Citigroup”), China International Capital Corporation Hong Kong Securities Limited, Tiger Brokers (NZ) Limited, and Futu, Inc. served as underwriters to Cloopen’s ADSs and that such defendants are referred to by the Plaintiff in the Amended Complaint as “Underwriter Defendants”. 8 8 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 35. The allegations contained in Paragraph 35 of the Amended Complaint state legal conclusions for which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 35 of the Amended Complaint and on that basis denies them. SUBSTANTIVE ALLEGATIONS A. Cloopen’s Business and Financial Performance in the Years Leading Up to the IPO 36. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 36 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 36 are denied to the extent they attempt to summarize or characterize the Offering Documents. 37. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 37 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 37 are denied to the extent they attempt to summarize or characterize the Offering Documents. 38. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 38 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 38 are denied to the extent they attempt to summarize or characterize the Offering Documents. 39. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 39 of the Amended Complaint and on that 9 9 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 39 are denied to the extent they attempt to summarize or characterize the Offering Documents. 40. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 40 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 40 are denied to the extent they attempt to summarize or characterize the Offering Documents. 41. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 41 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 41 are denied to the extent they attempt to summarize or characterize the Offering Documents. 42. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 42 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 42 are denied to the extent they attempt to summarize or characterize the Offering Documents. B. Cloopen Issues Warrants and Engages in Other Financing Before the IPO 43. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 43 of the Amended Complaint and on that basis denies them. 10 10 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 44. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 44 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 44 are denied to the extent they attempt to summarize or characterize the Offering Documents. 45. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 45 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 45 are denied to the extent they attempt to summarize or characterize the Offering Documents. 46. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 46 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 46 are denied to the extent they attempt to summarize or characterize the Offering Documents. 47. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 47 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 47 are denied to the extent they attempt to summarize or characterize the Offering Documents. 48. Paragraph 48 contains legal conclusions to which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to 11 11 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 form a belief as to the truth of the allegations contained in Paragraph 48 of the Amended Complaint and on that basis denies them. 49. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 49 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 49 are denied to the extent they attempt to summarize or characterize the Offering Documents. 50. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 50 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 50 are denied to the extent they attempt to summarize or characterize the Offering Documents. 51. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 51 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 51 are denied to the extent they attempt to summarize or characterize the Offering Documents. 52. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 52 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 52 are denied to the extent they attempt to summarize or characterize the Offering Documents. C. Cloopen Races to Conduct Its IPO Becoming the First Chinese SaaS Company Listed in the United States 12 12 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 53. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 53 of the Amended Complaint and on that basis denies them except it admits that on November 13, 2020, Cloopen filed a draft registration statement on Form F-1 with the SEC. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 53 are denied to the extent they attempt to summarize or characterize the Offering Documents. 54. Cogency admits the allegations contained in Paragraph 54 of the Amended Complaint. 55. Cogency states that Cloopen’s publicly-filed correspondence to the SEC dated February 5, 2021 and the joinder correspondence publicly filed by Goldman Sachs, Citigroup, and China International Capital Corporation dated February 5, 2021 speak for themselves, and therefore the allegations in Paragraph 55 are denied to the extent they attempt to summarize or characterize such documents. Cogency otherwise admits the allegations contained in Paragraph 55 of the Amended Complaint. 56. Cogency admits the allegations contained in Paragraph 56 of the Amended Complaint. 57. Cogency admits the allegations contained in Paragraph 57 of the Amended Complaint. 58. Cogency admits the allegations contained in Paragraph 58 of the Amended Complaint. D. Undisclosed Investors at the Time of Its IPO, Cloopen Experienced Severe Business Reversals in the Fourth Quarter of 2020 59. Cogency admits the allegations contained in Paragraph 59 of the Amended Complaint. 13 13 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 60. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 60 of the Amended Complaint and on that basis denies them 61. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 61 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 61 are denied to the extent they attempt to summarize or characterize the Offering Documents. 62. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 62 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 62 are denied to the extent they attempt to summarize or characterize the Offering Documents. 63. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 63 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 63 are denied to the extent they attempt to summarize or characterize the Offering Documents. 64. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 64 of the Amended Complaint and on that basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report speak for themselves, and therefore the allegations in Paragraph 64 are denied to the extent they attempt to summarize or characterize such documents. 14 14 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 65. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 65 of the Amended Complaint and on that basis denies them. 66. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 66 of the Amended Complaint and on that basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report speak for themselves, and therefore the allegations in Paragraph 66 are denied to the extent they attempt to summarize or characterize such documents. 67. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 67 of the Amended Complaint and on that basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report speak for themselves, and therefore the allegations in Paragraph 67 are denied to the extent they attempt to summarize or characterize such documents. 68. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 68 of the Amended Complaint and on that basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report speak for themselves, and therefore the allegations in Paragraph 68 are denied to the extent they attempt to summarize or characterize such documents. 69. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 69 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 69 are denied to the extent they attempt to summarize or characterize the Offering Documents. 15 15 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 70. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 70 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 70 are denied to the extent they attempt to summarize or characterize the Offering Documents. 71. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 71 of the Amended Complaint and on that basis denies them. Cogency further states that Cloopen’s Form 6-K and/or FY2020 Annual Report speak for themselves, and therefore the allegations in Paragraph 71 are denied to the extent they attempt to summarize or characterize such documents. 72. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 72 of the Amended Complaint and on that basis denies them. E. The Offering Materials’ Actionable Omissions and Misrepresentations 73. The allegations contained in Paragraph 73 of the Amended Complaint state legal conclusions for which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 73 of the Amended Complaint and on that basis denies them. 74. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 74 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 74 are denied to the extent they attempt to summarize or characterize the Offering Documents. 16 16 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM INDEX NO. 652617/2021 NYSCEF DOC. NO. 65 RECEIVED NYSCEF: 08/30/2022 75. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 75 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 75 are denied to the extent they attempt to summarize or characterize the Offering Documents. 76. Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 76 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 76 are denied to the extent they attempt to summarize or characterize the Offering Documents. 77. The allegations contained in Paragraph 77 of the Amended Complaint state legal conclusions for which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 77 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in Paragraph 77 are denied to the extent they attempt to summarize or characterize the Offering Documents. 78. The allegations contained in Paragraph 78 of the Amended Complaint state legal conclusions for which no response is required. To the extent a response is required, Cogency states that it lacks knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 78 of the Amended Complaint and on that basis denies them. Cogency further states that the Offering Documents speak for themselves, and therefore the allegations in 17 17 of 34 FILED: NEW YORK COUNTY CLERK 08/30/2022 06:01 PM