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August 28, 2023
Zhiyong Tang
Chief Executive Officer
Roan Holdings Group Co., Ltd.
147 Ganshui Lane, Yuhuangshannan Fund Town
Shangcheng District
Hangzhou, Zhejiang , China
Re:Roan Holdings Group Co., Ltd.
Annual Report on Form 20-F
Filed May 15, 2023
File No. 001-36664
Dear Zhiyong Tang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 20-F filed May 15, 2023
Certain Information, page 1
1.In future filings, please clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document so that it
is clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations. Refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated
for accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations.

 FirstName LastNameZhiyong Tang
 Comapany NameRoan Holdings Group Co., Ltd.
 August 28, 2023 Page 2
 FirstName LastName
Zhiyong Tang
Roan Holdings Group Co., Ltd.
August 28, 2023
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Risk Factors, page 4
2.Please revise your risk factors to acknowledge that if the PRC government determines that
the contractual arrangements constituting part of the VIE structure do not comply with
PRC regulations, or if these regulations change or are interpreted differently in the future,
securities you register may decline in value or become worthless if the determinations,
changes, or interpretations result in your inability to assert contractual control over the
assets of your PRC subsidiaries or the VIEs that conduct all or substantially all of your
operations.
3.We note your disclosure about the Holding Foreign Companies Accountable Act on pages
13 to 15. In future filings, please expand your risk factors to disclose that the Holding
Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, decreases the number of consecutive “non-inspection years” from three years
to two years, and thus, reduces the time before your securities may be prohibited from
trading or delisted.
Organizational Structure, page 56
4.In future filings, please disclose clearly that the company uses a structure that involves a
VIE based in China and what that entails, and provide early in the summary a diagram of
the company’s corporate structure, identifying the person or entity that owns the equity in
each depicted entity. Describe all contracts and arrangements through which you claim to
have economic rights and exercise control that results in consolidation of the VIE’s
operations and financial results into your financial statements. Identify clearly the entity in
which investors are purchasing their interest and the entity(ies) in which the company’s
operations are conducted. Describe the relevant contractual agreements between the
entities and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the
terms of the arrangements. Disclose the uncertainties regarding the status of the rights of
the British Virgin Islands holding company with respect to its contractual arrangements
with the VIE, its founders and owners, and the challenges the company may face
enforcing these contractual agreements due to legal uncertainties and jurisdictional limits.
ITEM 5. Operating and Financial Review and Prospects, page 57
5.We note that you appear to conduct a portion of your operations in, or appear to rely on
counterparties that conduct operations in, the Xinjiang Uyghur Autonomous Region. To
the extent material, please describe how your business segments, products, lines of
service, projects, or operations are impacted by the Uyghur Forced Labor Prevention Act
(UFLPA), that, among other matters, prohibits the import of goods from the Xinjiang
Uyghur Autonomous Region.

 FirstName LastNameZhiyong Tang
 Comapany NameRoan Holdings Group Co., Ltd.
 August 28, 2023 Page 3
 FirstName LastName
Zhiyong Tang
Roan Holdings Group Co., Ltd.
August 28, 2023
Page 3
General
6.Please disclose prominently early on in the annual report that you are not a Chinese
operating company but a British Virgin Islands holding company with operations
conducted by your subsidiaries and through contractual arrangements with a variable
interest entity (VIE) based in China and that this structure involves unique risks to
investors. If true, disclose that these contracts have not been tested in court. Explain
whether the VIE structure is used to provide investors with exposure to foreign investment
in China-based companies where Chinese law prohibits direct foreign investment in the
operating companies, and disclose that investors may never hold equity interests in the
Chinese operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of the securities you are registering
for sale, including that it could cause the value of such securities to significantly decline
or become worthless. Provide a cross-reference to your detailed discussion of risks facing
the company and the offering as a result of this structure.
7.Please provide prominent disclosure early on in the annual report about the legal and
operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in
a material change in your operations and/or the value of the securities you are registering
for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and
regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, have or may impact
the company’s ability to conduct its business, accept foreign investments, or list on a U.S.
or other foreign exchange. Please disclose the location of your auditor’s headquarters and
whether and how the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, and related regulations will affect your company.
8.Please provide a description early on in the annual report of how cash is transferred
through your organization and disclose your intentions to distribute earnings or settle
amounts owed under the VIE agreements. State whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, and
consolidated VIEs, or to investors, and quantify the amounts where applicable. Provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.
9.In future filings, please disclose each permission or approval that you, your subsidiaries,
or the VIEs are required to obtain from Chinese authorities to operate your business and to
offer the securities being registered to foreign investors. State whether you, your
subsidiaries, or VIEs are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any

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August 28, 2023
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other governmental agency that is required to approve the VIE’s operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
10.Please provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings or settle amounts owed under the VIE
agreements. Quantify any cash flows and transfers of other assets by type that have
occurred between the holding company, its subsidiaries, and the consolidated VIEs, and
direction of transfer. Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made to the holding company and which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date. Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries and/or the consolidated VIEs, to
the parent company and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.
11.In future filings, please provide in tabular form a condensed consolidating schedule that
disaggregates the operations and depicts the financial position, cash flows, and results of
operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated
intercompany amounts, such as separate line items for intercompany receivables and
investment in subsidiary. The schedule should also disaggregate the parent company, the
VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the
VIEs, and an aggregation of other entities that are consolidated. The objective of this
disclosure is to allow an investor to evaluate the nature of assets held by, and the
operations of, entities apart from the VIE, as well as the nature and amounts associated
with intercompany transactions. Any intercompany amounts should be presented on a
gross basis and when necessary, additional disclosure about such amounts should be
included in order to make the information presented not misleading.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Michael Henderson at (202) 551-3364 or Robert Klein at (202) 551-

 FirstName LastNameZhiyong Tang
 Comapany NameRoan Holdings Group Co., Ltd.
 August 28, 2023 Page 5
 FirstName LastName
Zhiyong Tang
Roan Holdings Group Co., Ltd.
August 28, 2023
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3847 if you have questions regarding comments on the financial statements and related
matters.  Please contact Robert Arzonetti at (202) 551-8819 or Christian Windsor, Legal Branch
Chief, at (202) 551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Stephen M. Wurzburg