Motion-Secondary: Sonny St. John Individually and on Behalf of All Others Similarly Situated, v. Cloopen Group Holding Limited, Changxun Sun, Yipeng Li, Kui Zhou, 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, Futu, Inc.

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                                FILED: NEW YORK COUNTY CLERK 12/19/2023 06:14 PM                                   INDEX NO. 652617/2021
NYSCEF DOC. NO. 124                                                         RECEIVED NYSCEF: 12/19/2023




          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,

                        v.
                                                              Part 53: Hon. Andrew Borrok
          CLOOPEN GROUP HOLDING LIMITED,
          CHANGXUN SUN, YIPENG LI, KUI ZHOU,
          QINGSHENG ZHENG, XIAODONG LIANG, ZI                 ORAL ARGUMENT REQUESTED
          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 SONNY ST. JOHN IN SUPPORT OF MOTIONS FOR
            (1) FINAL SETTLEMENT APPROVAL; (2) ATTORNEYS’ FEES AND PAYMENT
                 OF LITIGATION EXPENSES; AND (3) PLAINTIFFS’ SERVICE AWARD




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FILED: NEW YORK COUNTY CLERK 12/19/2023 06:14 PM                                               INDEX NO. 652617/2021
NYSCEF DOC. NO. 124                                                                     RECEIVED NYSCEF: 12/19/2023




                 I, SONNY ST. JOHN, hereby affirm as follows:

                 1.      I am the Court-appointed class representative in the above-captioned securities

          class action (the “State Action”). I submit this affidavit in support of: (1) Plaintiffs’ Motion for

          Final Approval of the Proposed Settlement and the Proposed Plan of Allocation; (2) Plaintiffs’ and

          Class Counsel’s Application for an award of Attorneys’ Fees and Litigation Expenses (which also

          includes my application for a service award of $7,500.00 for the time and effort I have spent on

          behalf of the Class in this matter).

                 2.      As a representative plaintiff, I have consistently understood that, throughout these

          proceedings, I have had the obligation to do my best to represent not only my own interests, but

          also to faithfully represent the best interests of all other members of the proposed Class. I

          respectfully submit that I have discharged those duties to the best of my ability, including by: (a)

          consulting regularly with my counsel at Scott+Scott Attorneys at Law LLP (“Scott+Scott”) and

          additional counsel at Schall Law Firm (“SLF”); (b) producing documents in response to document

          requests served on me by Defendants; (c) reviewing important litigation briefs and court orders;

          (d) preparing for and providing deposition testimony and (e) otherwise generally following the

          course of the litigation and the mediation process that ultimately resulted in the $12 million

          settlement.

                 3.      As reflected on my brokerage account statements, all of my transactions in Cloopen

          ADSs during the Class Period consisted of my purchase of 980 ADSs pursuant or traceable to

          Cloopen’s February 9, 2021 initial public offering (“IPO), at an average price of $42.65 per ADS.

          Accordingly, like other members of the Settlement Class, I suffered losses as a result of my class

          period transactions in Cloopen ADSs.




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FILED: NEW YORK COUNTY CLERK 12/19/2023 06:14 PM                                                 INDEX NO. 652617/2021
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                 4.      I chose to be involved in this action as a plaintiff and potential class representative

          because I was committed to vigorously prosecuting this lawsuit. Indeed, I have been actively

          involved in the prosecution of this Action, beginning with my decision in early 2021 to retain

          Scott+Scott and SLF and the subsequent filing of my complaint against Cloopen in this Court on

          April 19, 2021. NYSCEF No. 1.

                 5.      In connection with my efforts on behalf of the Class, over the past two and half

          years I have, among other things:

                      a. Researched and followed the performance of Cloopen ADSs;

                      b. Contacted counsel, specifically the specialist securities class action firms of

                         Scott+Scott and SLF, to discuss the basis of possible securities claims against the

                         Defendants;

                      c. Reviewed drafts of my initial complaint, and of my subsequent Amended

                         Complaint (NYSCEF No. 23), which were filed against Defendants;

                      d. Reviewed and discussed with counsel the Court’s August 10, 2022 Order denying

                         Defendants’ motions to dismiss the Amended Complaint (NYSCEF Nos. 57-59);

                      e. Searched for, located, and produced documents in response to Defendants’

                         Requests for Production of Documents;

                      f. Prepared for and provided testimony in response to Defendants’ Notice of

                         Deposition;

                      g. Read and reviewed the numerous briefs and pleadings filed in this Court throughout

                         the case, and worked with my counsel to prepare my Affirmation in Support of

                         Class Certification (NYSCEF No. 70);




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                      h. Consulted regularly with my counsel at SLF (Rina Restaino) and Scott+Scott (Max

                         Schwartz) by phone, Zoom, and email regarding important developments in this

                         case (including, beginning in the winter of 2022, the possibility of mediating,

                         overall settlement objectives, and potential settlement terms);

                      i. Reviewed, before the February 2023 mediation, the various pre-mediation briefs

                         submitted to the Mediator by both Class Counsel and counsel for Defendant

                         Cloopen; and

                      j. Engaged in various settlement-related discussions with my counsel, including both

                         discussions before and after the February 2023 mediation and later discussions

                         regarding the “mediator’s proposal” of May 2023, which forms the basis of the

                         proposed $12 million Settlement.

                 6.      In total, I conservatively estimate that I have spent roughly 75 hours in connection

          with discharging my duties as lead plaintiff and class representative in the State Action.

                 7.      Based on the time and effort I have spent on this case, the success achieved in

          obtaining an excellent $12 million settlement on behalf of the Class, and my understanding from

          my counsel that service awards are regularly awarded in similar circumstances by New York

          courts, I respectfully ask the Court to approve my request for a service award of $7,500.00.

                 8.      I also understand that all Class Counsel (including certain counsel who represent

          an identical class in a separate action brought in the federal courts) intend to seek a total aggregate

          award of attorneys’ fees in the amount of 33⅓% of the $12 million Settlement Fund, plus

          reimbursement of their reasonable expenses. I know that my counsel here agreed to represent me

          and the Class on a fully contingent basis, and to advance all litigation costs and expenses, so that

          they risked being paid nothing at all if this case was unsuccessful – and I am advised that all other




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FILED: NEW YORK COUNTY CLERK 12/19/2023 06:14 PM                                                             INDEX NO. 652617/2021
NYSCEF DOC. NO. 124                                                                                    RECEIVED NYSCEF: 12/19/2023




          Class Counsel also agreed to work for the Class on the same basis. Based on my experience

          working with my counsel at Scott+Scott, my understanding that contingent fees of 1/3 of the

          recovery are not unusual, the excellent result achieved, and my understanding that a 1/3 fee (even

          if awarded in full) will not result in a significant “multiple” on the value of counsels’ time (i.e.

          hourly rates x hours spent) spent on this case, I support counsel’s fee and expense application.

                   9.        In sum, I respectfully request the Court approve: (1) Plaintiffs’ Motion for Final

          Approval of the Proposed Settlement and the Proposed Plan of Allocation; (2) Class Counsel’s

          Motion for Attorneys’ Fees and Litigation Expenses, and (3) my application for a service award

          in the amount of $7,500.00.

                   10.       I declare under penalty of perjury that the foregoing is true and correct.



          Dated: December 15, 2023



                                                             ________________________
                                                             Sonny St. John (Dec 15, 2023 14:04 PST)
                                                                     SONNY ST. JOHN


          Subscribed and sworn (or affirmed) before me
                           December 2023.in Norfolk, Virginia
                15 day of __________,
          this _____


          _______________________
          Notary Public
          This notarial act was performed online by way of
          two-way audio/video communication technology.




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FILED: NEW YORK COUNTY CLERK 12/19/2023 06:14 PM                                                                  INDEX NO. 652617/2021
NYSCEF DOC. NO. 124                                                                                         RECEIVED NYSCEF: 12/19/2023


      1702651843-2023-12-6-affirmation-of-sonny-st-j
      ohn
      Final Audit Report                                                                             2023-12-15

        Created:                2023-12-15

        By:                     Ketsia McClease (ketsiac@aol.com)

        Status:                 Signed

        Transaction ID:         CBJCHBCAABAADd1fnXdXc7woPvKBih4JrR8cV_h4lMPv




      "1702651843-2023-12-6-affirmation-of-sonny-st-john" History
          Document created by Ketsia McClease (ketsiac@aol.com)
          2023-12-15 - 10:03:06 PM GMT- IP address: 70.177.244.241


          Document emailed to sonny_stjohn_48@hotmail.com for signature
          2023-12-15 - 10:03:10 PM GMT


          Email viewed by sonny_stjohn_48@hotmail.com
          2023-12-15 - 10:03:18 PM GMT- IP address: 172.248.118.247


          Signer sonny_stjohn_48@hotmail.com entered name at signing as Sonny St. John
          2023-12-15 - 10:04:24 PM GMT- IP address: 172.248.118.247


          Document e-signed by Sonny St. John (sonny_stjohn_48@hotmail.com)
          Signature Date: 2023-12-15 - 10:04:26 PM GMT - Time Source: server- IP address: 172.248.118.247


          Agreement completed.
          2023-12-15 - 10:04:26 PM GMT




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