TB Alternative Assets Ltd. Enters Merger Agreement to Take Cloopen Group Private

On May 12, 2026, Cloopen Group Holding Limited (the "Issuer") entered into a definitive Merger Agreement with SpringX Holdings Limited ("Parent") and its subsidiaries. Under the terms of the agreement, the Issuer will be acquired in a merger that will result in it becoming a private company. Shareholders will receive US$0.4940 per Ordinary Share or US$2.9641 per ADS. TB Alternative Assets Ltd. (TBAA) and its affiliates, including Trustbridge Partners V, L.P., currently hold 38,474,611 Class A Ordinary Shares, representing a 12.15% stake. This filing marks a decrease in ownership percentage from 12.19% due to changes in the total shares outstanding. TBAA, along with other "Rollover Shareholders" such as Tencent Holdings and Changxun Sun, have entered into a Support Agreement to vote in favor of the merger and rollover their equity into the surviving entity. The total transaction is valued at approximately US$112 million, funded through equity contributions from Trustbridge VII, Cloopen Co, and Dmall, alongside a debt facility from China Minsheng Banking Corp. Upon completion, the Issuer's ADSs will be delisted from the OTC market.