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Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street | Palo Alto, CA 94304-1115
| tel 650.233.4500 | fax 650.233.4545

Stephen M. Wurzburg

tel:+1.650.233.4538

steve.wurzburg@pillsburylaw.com

VIA EDGAR

October 27, 2023

U.S. Securities and Exchange Commission

Division of Corporation
Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

    Attn:
    Christian Windsor, Branch Chief

    Robert Arzonetti, Esq., Staff Attorney

    Michael Henderson, Staff Accountant

    Robert Klein, Staff Accountant

 Re: Roan Holdings Group Co., Ltd.

Annual Report on Form 20-F

Filed May 15, 2023

File No. 001-36664

Ladies and Gentlemen:

On behalf of Roan Holdings Group Co.,
Ltd. (the “Registrant”), we are providing this letter in response to the comments of the staff of the U.S. Securities and
Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in its letter, dated August 28, 2023 (the
“Comment Letter”), relating to the Registrant’s Annual Report on Form 20-F, filed May 15, 2023 (the “Annual Report”).

The responses below correspond to the
numbering and headings of the paragraphs contained in the Comment Letter, which for your convenience we have incorporated into this response
letter in italics. Capitalized terms used in this letter but not otherwise defined in this letter shall have the meanings set forth in
the Annual Report. Page numbers refer to page numbers in the Annual Report.

We would note that there were a few places
in the Comment Letter where the Staff requested revisions to the Annual Report. Per our subsequent telephone calls, it was agreed that
we would describe proposed revisions to the Staff but not amend the Annual Report until the Staff had had the opportunity to further comment
upon the proposed revisions.

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.

RESPONSE: Roan Holdings Group Co., Ltd. (“Roan”),
is a BVI corporation. It is a holding company for several operating companies which are all located in the PRC (“OpCos.”).
The OpCos are majority or wholly-owned directly or indirectly by Roan. Roan does not use a VIE structure. Going forward, we will use Roan
to refer to Roan, OpCos to refer to the OpCos, and the Roan Group to refer to Roan and the OpCos combined. Registrant will use the term
“we” or “our” to refer to the activities of the Roan Group.

    U.S. Securities and Exchange Commission

October 27, 2023

Page 2 of 10

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.

RESPONSE: Since, as described in the response to Staff Comment 1 above,
the Roan Group does not utilize a VIE structure, Registrant respectfully does not believe any such revision to the risk factors is necessary.

 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.

RESPONSE: In future filings, Registrant will disclose that
its auditing firm is “an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,
is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance
with the applicable professional standards.” Therefore, Registrant respectfully submits that further expansion of this risk factor
is not necessary.

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.

RESPONSE: Since, as described in the response to Staff Comment 1 above,
the Roan Group does not utilize a VIE structure, Registrant respectfully does not believe any such disclosure is necessary. Registrant
will add further disclosure in future filings that the investment is in Roan which is a holding company for the OpCos which conduct all
of the Roan Group’s operations.

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.

RESPONSE: Since 2020, Roan has had no operations in, the Xinjiang Uyghur
Autonomous Region; therefore, Registrant respectfully submits that no such disclosure is necessary.

    U.S. Securities and Exchange Commission

October 27, 2023

Page 3 of 10

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.

RESPONSE: Since, as described in the response to Staff Comment 1 above,
the Roan Group does not utilize a VIE structure, Registrant respectfully does not believe any such disclosure is necessary in our annual
report. Analogous to Registrant’s above response to Item 4, Registrant will add further disclosure early on the Annual Report that
the investment is in Roan which is a holding company for the OpCos which conduct all of the Roan Group’s operations.

 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.

RESPONSE: Registrant’s risk factors start out with the China-related ones
on pages 3-14. The first risk factor leads off stating that “All of our businesses are conducted entirely in China.” In the
risk factor on page 4 entitled “The uncertainties of the PRC government’s policies could negatively impact our business.”
Registrant discusses some of the risks Registrant is subject to due to being in the widely regulated financial industry. Registrant proposes
to add at the end: “and revenue which may lead to a decline in the market price of Roan stock.” The next risk factor also
on page 4 is entitled “PRC legal system is constantly changing, with new laws being introduced and some previous laws being repealed.
There are certain uncertainties in the interpretation and application of PRC laws which could negatively impact our business.” Registrant
proposes to add at the end: “which could negatively impact our results of operation and could result in a decline in the market
price of Roan stock”. On page 5 there is a risk factor regarding data security entitled “The recent enhanced Chinese government
oversight of data security, especially the increased scrutiny of companies seeking a foreign listing, could adversely affect our business
and our business.” Registrant proposes to add at the end “which could result in a decline in the market price of Roan stock”.
There is a risk factor page 5 entitled “The China Securities Regulatory Commission is preparing to strengthen supervision over overseas
listing, and has issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic
Companies (Draft for Comments), including unified supervision and management, strengthening regulatory coordination and cross-border regulatory
cooperation. Although not yet in effect, we are not currently affected by it. However, it is not clear about the future impact on us after
it officially comes into force.” Registrant proposes to change the last two sentence of that heading to read: “If the proposed
regulations come into effect, we may incur greater compliance expenses and if we are required but are unable to comply with approval procedures
for future refinancing in the capital market, we may be unable to raise the capital required. These impacts could materially affect our
results of operations and could lead to a decline in the market price of Roan stock. Additionally, if we require but are unable to raise
additional financing, this could result in Roan stock becoming worthless.” And Registrant proposes to add a new paragraph at the
end: “If the proposed regulations come into effect, we may incur greater compliance expenses and if we are required but are unable
to comply with approval procedures for future refinancing in the capital market, we may be unable to raise the capital required. These
impacts could materially affect our results of operations and could lead to a decline in the market price of Roan stock. Additionally,
if