Sec Form 13G Filing - SC US (TTGP) LTD. filing for CLOOPEN GROUP HLDG LTD SPONSOR (RAASY) - 2022-02-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  SEQUOIA CAPITAL CV IV HOLDCO, LTD. (“SC CV IV HOLDCO”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  27,528,456

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  27,528,456

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  27,528,456

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REP RESENTED BY AMOUNT IN ROW 9

  9.1%1

  TYPE OF REPORTING PERSON

  OO

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  SEQUOIA CAPITAL CV IV SENIOR HOLDCO, LTD. (“SC CVF IV SENIOR HOLDCO”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

27,528,456 shares, of which 27,528,456 shares are directly owned by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CVF IV SENIOR HOLDCO.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

27,528,456 shares, of which 27,528,456 shares are directly owned by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CVF IV SENIOR HOLDCO.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  27,528,456

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.1%1

  TYPE OF REPORTING PERSON

  OO

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  SEQUOIA CAPITAL CHINA VENTURE FUND IV, L.P. (“SC CVF IV”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

27,528,456 shares, of which 27,528,456 shares are directly owned by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CVF IV SENIOR HOLDCO. The sole shareholder of SC CVF IV SENIOR HOLDCO is SC CVF IV.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

27,528,456 shares, of which 27,528,456 shares are directly owned by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CVF IV SENIOR HOLDCO. The sole shareholder of SC CVF IV SENIOR HOLDCO is SC CVF IV.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  27,528,456

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.1%1

  TYPE OF REPORTING PERSON

  PN

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  SC CHINA VENTURE IV MANAGEMENT, L.P. (“SC CV IV MGMT”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

27,528,456 shares, of which 27,528,456 shares are directly owned by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CV IV SENIOR HOLDCO. The sole shareholder of SC CV IV SENIOR HOLDCO is SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

27,528,456 shares, of which 27,528,456 shares are directly owned by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CV IV SENIOR HOLDCO. The sole shareholder of SC CV IV SENIOR HOLDCO is SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  27,528,456

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.1%1

  TYPE OF REPORTING PERSON

  PN

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  SC CHINA HOLDING LIMITED (“SCC HOLD”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

27,528,456 shares, of which 27,528,456 shares are directly held by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CV IV SENIOR HOLDCO. The sole shareholder of SC CV IV SENIOR HOLDCO is SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC HOLD is the General Partner of SC CV IV MGMT.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

27,528,456 shares, of which 27,528,456 shares are directly held by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CV IV SENIOR HOLDCO. The sole shareholder of SC CV IV SENIOR HOLDCO is SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC HOLD is the General Partner of SC CV IV MGMT.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  27,528,456

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.1%1

  TYPE OF REPORTING PERSON

  OO

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  SNP CHINA ENTERPRISES LIMITED (“SNP”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  BRITISH VIRGIN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

27,528,456 shares, of which 27,528,456 shares are directly held by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CV IV SENIOR HOLDCO. The sole shareholder of SC CV IV SENIOR HOLDCO is SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC HOLD is the General Partner of SC CV IV MGMT. SCC HOLD is wholly owned by SNP.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

27,528,456 shares, of which 27,528,456 shares are directly held by SC CV IV HOLDCO. The sole shareholder of SC CV IV HOLDCO is SC CV IV SENIOR HOLDCO. The sole shareholder of SC CV IV SENIOR HOLDCO is SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC HOLD is the General Partner of SC CV IV MGMT. SCC HOLD is wholly owned by SNP.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  27,528,456

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.1%1

  TYPE OF REPORTING PERSON

  OO

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  MAX HONEST LIMITED (“MAX HONEST”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  26,051,641

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  26,051,641

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,051,641

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  8.6%1

  TYPE OF REPORTING PERSON

  OO

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in th Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  BEIJING SEQUOIA MINGDE EQUITY INVESTMENT CENTRE (L.P.) (“BEIJING MINGDE EQUITY”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  THE PEOPLE’S REPUBLIC OF CHINA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

26,051,641 shares, of which 26,051,641 shares are directly owned by MAX HONEST. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

26,051,641 shares, of which 26,051,641 shares are directly owned by MAX HONEST. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,051,641

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  8.6%1

  TYPE OF REPORTING PERSON

  PN

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  BEIJING SEQUOIA KUNDE INVESTMENT MANAGEMENT CENTRE LIMITED PARTNERSHIP (“BEIJING KUNDE”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  THE PEOPLE’S REPUBLIC OF CHINA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

26,051,641 shares, of which 26,051,641 shares are directly owned by MAX HONEST. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY. The General Partner of BEIJING MINGDE EQUITY is BEIJING KUNDE.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

26,051,641 shares, of which 26,051,641 shares are directly owned by MAX HONEST. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY. The General Partner of BEIJING MINGDE EQUITY is BEIJING KUNDE.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,051,641

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  8.6%1

  TYPE OF REPORTING PERSON

  PN

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  SHANGHAI HUANYUAN INVESTMENT MANAGEMENT LIMITED (“SHANGHAI HUANYUAN”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  THE PEOPLE’S REPUBLIC OF CHINA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

26,051,641 shares, of which 26,051,641 shares are directly owned by MAX HONEST. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY. The General Partner of BEIJING MINGDE EQUITY is BEIJING KUNDE. The General Partner of BEIJING KUNDE is SHANGHAI HUANYUAN.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

26,051,641 shares, of which 26,051,641 shares are directly owned by MAX HONEST. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY. The General Partner of BEIJING MINGDE EQUITY is BEIJING KUNDE. The General Partner of BEIJING KUNDE is SHANGHAI HUANYUAN.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,051,641

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  8.6%1

  TYPE OF REPORTING PERSON

  OO

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  KUI ZHOU (“KZ”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  THE PEOPLE’S REPUBLIC OF CHINA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

26,051,641 shares, of which 26,051,641 shares are directly owned by MAX HONEST. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY. The General Partner of BEIJING MINGDE EQUITY is BEIJING KUNDE. The General Partner of BEIJING KUNDE is SHANGHAI HUANYUAN. The members of the investment committee of BEIJING MINGDE EQUITY who exercise voting and investment discretion with respect to the shares held by BEIJING MINGDE EQUITY are Messrs. KZ and NS.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

26,051,641 shares, of which 26,051,641 shares are directly owned by MAX HONEST. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY. The General Partner of BEIJING MINGDE EQUITY is BEIJING KUNDE. The General Partner of BEIJING KUNDE is SHANGHAI HUANYUAN. The members of the investment committee of BEIJING MINGDE EQUITY who exercise voting and investment discretion with respect to the shares held by BEIJING MINGDE EQUITY are Messrs. KZ and NS.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,051,641

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  8.6%1

  TYPE OF REPORTING PERSON

  IN

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

  NAME OF REPORTING PERSON

  NEIL NANPENG SHEN (“NS”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  HONG KONG SAR

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

53,580,097 shares, of which 27,528,456 shares are directly held by SC CV IV HOLDCO and 26,051,641 shares are directly held by MAX HONEST. The sole shareholder of SC CV IV HOLDCO is SC CV IV SENIOR HOLDCO. The sole shareholder of SC CV IV SENIOR HOLDCO is SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC HOLD is the General Partner of SC CV IV MGMT. SCC HOLD is wholly owned by SNP. NS wholly owns SNP. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY. The General Partner of BEIJING MINGDE EQUITY is BEIJING KUNDE. The General Partner of BEIJING KUNDE is SHANGHAI HUANYUAN. The members of the investment committee of BEIJING MINGDE EQUITY who exercise voting and investment discretion with respect to the shares held by BEIJING MINGDE EQUITY are Messrs. KZ and NS.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

53,580,097 shares, of which 27,528,456 shares are directly held by SC CV IV HOLDCO and 26,051,641 shares are directly held by MAX HONEST. The sole shareholder of SC CV IV HOLDCO is SC CV IV SENIOR HOLDCO. The sole shareholder of SC CV IV SENIOR HOLDCO is SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC HOLD is the General Partner of SC CV IV MGMT. SCC HOLD is wholly owned by SNP. NS wholly owns SNP. The sole shareholder of MAX HONEST is BEIJING MINGDE EQUITY. The General Partner of BEIJING MINGDE EQUITY is BEIJING KUNDE. The General Partner of BEIJING KUNDE is SHANGHAI HUANYUAN. The members of the investment committee of BEIJING MINGDE EQUITY who exercise voting and investment discretion with respect to the shares held by BEIJING MINGDE EQUITY are Messrs. KZ and NS.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  53,580,097

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  17.7%1

  TYPE OF REPORTING PERSON

  IN

Based on a total of 303,090,509 Class A Ordinary Shares outstanding as of May 10, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 10, 2021.

OWNERSHIP

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOTICE OF DISSOLUTION OF GROUP.

CERTIFICATION