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CORRESP
 1
 filename1.htm

 Baker
& McKenzie LLP

 Suite
 3401, China World Office 2
 China World Trade Centre
 1 Jianguomenwai Dajie
 Beijing 100004
 People's Republic of China

 中 国 北 京 建 国 门 外 大 街 1 号
 中 国 国 际 贸 易 中 心
 国 贸 写 字 楼 2 座 3401 室
 邮 编 : 100004

 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309
 chinalaw@bakermckenzie.com
 www.bakermckenzie.com

 December
8, 2025

 PRIVATE
AND CONFIDENTIAL

 Ms.
Joyce Sweeney

 Ms.
Kathleen Collins

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Cloopen
Group Holding Ltd. (the " Company " )

 Response
to the Staff's Comments on

 Form
20-F for Fiscal Year Ended December 31, 2024 Filed September 3, 2025 (File No. 001-40004)

 Dear
Ms. Joyce Sweeney and Ms. Kathleen Collins,

 This
letter sets forth the Company's responses to the comment letter from the staff (the " Staff ") of the Securities
and Exchange Commission dated December 4, 2025 relating to the above referenced filing in connection with the Form 20-F for the fiscal
year ended December 31, 2024 filed on September 3, 2025 (the " 2024 Form 20-F ").

 The
Staff's comments are repeated below in bold and are followed by the Company's responses.

 Beijing
 Suite
 3401, China World Office 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China
 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309
 Hong
 Kong
 14th
 Floor, One Taikoo Place
 979
 King's Road, Quarry Bay
 Hong
 Kong SAR
 People's
 Republic of China
 Tel:
 +852 2846 1888
 Fax:
 +852 2845 0476
 Shanghai
 Unit
 1601, Jin Mao Tower
 88
 Century Avenue
 Pudong,
 Shanghai 200121
 People's
 Republic of China
 Tel:
 +86 21 6105 8558
 Fax:
 +86 21 5047 0020

 Registered
foreign lawyers not admitted to practice in the PRC.

 Baker
& McKenzie LLP is a member of Baker & McKenzie International.

 Form
20-F for Fiscal Year Ended December 31, 2024

 Introduction,
page ii

 1.
 We
 note your proposed disclosure in response to prior comment 1. Please further revise your proposed disclosure to remove the exclusion
 of Hong Kong and Macau from the definition of "PRC" and "China." Revise to clearly state that all the legal
 and operational risks associated with having operations in the People's Republic of China (PRC) also apply to operations and
 entities in Hong Kong and Macau. This disclosure could appear in the definition itself or in an appropriate discussion of legal and
 operational risks. To the extent you do not have material operations in Hong Kong and/or Macau, as you indicate in your response,
 you may provide disclosure to this effect. However, we also note that you have two Hong Kong intermediate holding companies in your
 corporate structure and disclose income before taxes attributable to Hong Kong for fiscal year 2024 in your income tax disclosure
 on page F-49. Please provide us with proposed revised disclosures in your response.

 Response:
In response to the Staff's comment, the Company undertakes to revise the relevant disclosure in its future Form 20-F filings. The
current definition of "China" and "PRC" will be replaced in its entirety with the following updated disclosure,
subject to further updates and adjustments for any material developments of the subject matter being disclosed:

 "INTRODUCTION

 …

 ● "China"
 or "PRC" refers to the People's Republic of China. For the avoidance of
 doubt, all the legal and operational risks associated with having operations in the People's
 Republic of China (PRC) also apply to operations and entities in Hong Kong and Macau. We
 do not have material operations in Hong Kong or Macau. Our Hong Kong intermediate holding
 companies have no substantive business activities, and any income or expenses attributable
 to Hong Kong are primarily from financial interest income and certain intermediary fees;"

 Item
3. Key Information

 The
Holding Foreign Companies Accountable Act, page 4

 2.
 In
 your response to prior comment 2 you provide proposed revised disclosure of the referenced risk factor and Item disclosures. Please
 confirm that you intend to provide similar disclosure in the Item 3 disclosures regarding The Holding Foreign Companies Accountable
 Act.

 Response:
In response to the Staff's comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F
filings as follows (with additions in underline showing the changes against the disclosure in the 2024 Form 20-F), subject to such updates
and adjustments to be made in connection with any material developments of the subject matter being disclosed.

 2

 " ITEM
3. KEY INFORMATION

 …

 The
Holding Foreign Companies Accountable Act

 The
Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. Pursuant to the HFCAA and related regulations,
if we have filed an audit report issued by a registered public accounting firm that the PCAOB has determined that it is unable to inspect
and investigate completely, the SEC will identify us as a "Commission-Identified Issuer," and the trading of our securities
on any U.S. national securities exchanges, as well as any over-the-counter, or OTC, trading in the United States, will be prohibited
if we are identified as a Commission-Identified Issuer for two consecutive years. Our independent registered public accounting firm,
ARK Pro CPA & Co, is located in and organized under the laws of Hong Kong, a jurisdiction where, at the time of the adoption of the
HFCAA, the PCAOB was unable to conduct inspections without the approval of the Chinese authorities. On August 26, 2022, the PCAOB,
the CSRC and the Ministry of Finance of the PRC signed the Statement of Protocol, which establishes a specific and accountable framework
for the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong. On December
15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting
firms headquartered in mainland China and Hong Kong in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB
was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However,
whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered
in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor's control.
The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections,
as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it
will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB is unable to inspect and
investigate completely registered public accounting firms located in mainland China and Hong Kong, or if we fail to, among others, meet
the PCAOB's requirements, including retaining a registered public accounting firm that the PCAOB determines it is able to inspect
and investigate completely, and upon two consecutive years of non-inspection under the HFCAA, our shares and the ADSs will not be permitted
for trading on a national securities exchange or the OTC trading market in the United States under the HFCAA and related regulations.
The related risks and uncertainties could cause the value of the ADSs to decline significantly or become worthless. For details, see
"- D. Risk Factors - Risks Related to Doing Business in China - The ADSs may be delisted from a U.S. exchange
and prohibited from being traded over the counter in the United States under the HFCAA if the SEC subsequently determines our audit work
is performed by auditors that the PCAOB is unable to inspect or investigate completely. The delisting and prohibition from trading of
the ADSs, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your
investment."

 3

 If
you have any additional questions or comments regarding the 2024 Form 20-F, please contact Ms. Zhenzhen Bao at Baker & McKenzie LLP
by telephone at +86 13911966903 or via e-mail at Zhenzhen.Bao@bakermckenziefenxun.com, or the undersigned by telephone at +852 2846 1016
or via e-mail at Dan.Ouyang@bakermckenzie.com.

 Very
 truly yours,

 /s/
 Dan Ouyang

 Enclosures

 cc:

 Yipeng
Li, Chief Financial Officer, Cloopen Group Holding Ltd

 Zhenzhen
Bao, Esq., Partner, Baker & McKenzie LLP

 Wing
Wai Lai, Partner, ARK Pro CPA & Co

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