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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

January 23, 2024

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 December 22,
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.

U.S. Securities and Exchange Commission

January 23, 2024

Page 2 of 6

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. In this letter , we will use Roan to refer to Roan as the holding company,
OpCos to refer to the OpCos, and the Roan Group to refer to Roan and the OpCos combined.

We would note that as to the first
two comments in the Comment Letter, the Staff requested revisions to the Annual Report. In respect of the SEC prior comment letter of
August 28, 2023, 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. Unless we hear otherwise from
you this week, we will assume that such process does not apply to the Comment Letter and we will plan to file our revised 20-F shortly
thereafter.

Annual Report on Form 20-F filed May
15, 2023

General

 1. We
                                            note your response to comment 6 and reissue in full. 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 based in China and that this
                                            structure involves unique risks to investors. Explain whether your 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: We note that the reissued comment now focuses on
risks related to the fact that Roan is not a PRC company but rather a BVI company with PRC OpCos rather than focusing on the risks associated
with a VIE structure which Roan does not have, and we are responding accordingly.

We will insert new third, fourth, and fifth paragraphs under
“CERTAIN INFORMATION” on page 1 reading as follows:

“Roan Holdings Group Co., Ltd., or Roan, is a BVI corporation
which serves as a holding company for several operating companies, or OpCos, which are all located in the PRC. The OpCos are majority
or wholly-owned directly or indirectly by Roan. In this Report, we will use Roan to refer to the BVI holding company, 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

January 23, 2024

Page 3 of 6

The OpCos historically desired to access international sources
of equity financing and to have their equity trade on a market readily accessible internationally. Chinese law presently prohibits direct
foreign investment in the OpCos, so to accomplish these objectives it was necessary to employ the structure of a holding company located
outside of the PRC owning the OpCos, with its stock trading on a stock exchange outside the PRC. A BVI corporation was chosen as the domicile
for the holding company for corporate governance and tax reasons and US markets were chosen for registration and trading of the securities.

As a result of the requirements of current
PRC law, the stockholders of Roan may never directly own stock in the OpCos. In the future, PRC regulatory authorities could
disallow our structure of a holding company located outside of the PRC owning the PRC OpCos, with its stock trading on a stock
exchange outside the PRC. This could cause the value of our stock to decline or become worthless. Such and other risks involving our
structure are described below under Item 3e, Risk Factors.”

We will add a new first risk factor under “Risks Related
to Doing Business in China” reading as follows:

“We are a BVI holding company
with PRC operating companies. In the future, PRC regulatory authorities could disallow such structure, which could cause the value
of our stock to decline or become worthless.

Chinese law presently prohibits direct foreign investment in
the OpCos, so to accomplish the objective of the OpCos to obtain access to international sources of equity financing and to have their
equity trade on a market readily accessible internationally, it was necessary to employ the structure of a holding company located outside
of the PRC owning the OpCos. A BVI corporation was chosen as the domicile for the holding company for corporate governance and tax reasons
and US markets were chosen for registration and trading of the securities.

As a result of the requirements of current
PRC law, the stockholders of Roan may never directly own stock in the OpCos. In the future, PRC regulatory authorities could
disallow our structure of a holding company located outside of the PRC owning the PRC OpCos, with its stock trading on a stock
exchange outside the PRC. This would likely result in our need to sell our OpCos or their assets and operations to a PRC company and
in exchange to issue a combination of cash and debt to those of our stockholders who are then not eligible to own shares in a PRC
entity. This could cause the value of our stock to decline or become worthless.”

 2. We note your response to comment 8 and
                                            reissue in part. We note that you state you will include the proposed disclosure on page
                                            34 of the Form 20-F. Please revise your disclosure so that it will appear early on in the
                                            filing.

RESPONSE: We will relabel Risk Factors as Item
2e and we will insert the proposed disclosure as a new Item 2d entitled “Cash Transfers within the Roan Group and Dividends”
rather than on page 34.

U.S. Securities and Exchange Commission

January 23, 2024

Page 4 of 6

Risk factors

Risks Related to Doing Business in China, page 3

 3. We note that you include a number of risk
                                            factors related to the risks of doing business in China stemming from the control that the
                                            Chinese and Hong Kong governments can exert over most businesses, and financial services
                                            companies in particular. We also note recent statements by the Central Financial Work Conference
                                            in October, as well as policy documents published on December 1, 2023, which indicate that
                                            the primary function of the industry is to support the growth of China, as opposed to the
                                            pursuit of profits by individual firms. In your next 20-F, as well as any other relevant
                                            filing, add risk factor disclosure that addresses the impact of the control exerted by governmental
                                            agencies in China and Hong Kong that may require you to take actions that might not directly
                                            serve the interests of your shareholders.

RESPONSE: In our next 20-F, as well as any other relevant
filing, we will add the following risk factor disclosure that addresses the impact of the control exerted by governmental agencies in
China and Hong Kong that may require us to take actions that might not directly serve the interests of our shareholders.

“The PRC and Hong Kong governments
pursue a policy that the financial industry’s primary function is to support the growth of the PRC real economy rather than to pursue
profit by individual firms. This could adversely affect our business operations and market capitalization and the value of our stock.

PRC and Hong Kong governments are able to regulate and exert
control over most businesses operating within their borders to a greater extent than many other countries, in particular with respect
to financial services companies. Recent statements by the Central Financial Work Conference in October, 2023, as well as policy documents
published on December 1, 2023, indicate that the primary function of the financial industry is to support the growth of the PRC real economy,
as opposed to the pursuit of profit by individual firms. As a result, the PRC and/or Hong Kong governments could impose requirements or
restrictions which further their perceived government interest which may be detrimental to our interest. These requirements or restrictions
could mandate that we take actions that might not directly serve the interests of our shareholders and which could cause our revenue to
decline, our expenses to increase, and/or the value of our business and our market capitalization to decline.”

Newly enacted Holding Foreign Companies
Accountable Act, page 13

 4. We note your response to comment 3 and
                                            reissue in full. In your next 20-F, revise this risk factor to clarify that the original
                                            three year non-inspection period contemplated by the Holding Foreign Companies Accountable
                                            Act, was reduced to a two year period by the Consolidated Appropriations Act of 2023.

RESPONSE: In our next 20-F, we will revise the subject risk
factor to clarify that the original three-year non-inspection period contemplated by the Holding Foreign Companies Accountable Act was
reduced to a two-year period by the Consolidated Appropriations Act of 2023.

 U.S. Securities and Exchange Commission

January 23, 2024

Page 5 of 6

We have extended loans or purchased loans, page 17

 5. We note that you have extended loans to
                                            five third-party customers that, collectively account for $26 million, which represents almost
                                            half your assets as of the end of 2022. To the extent that these loans are secured by real
                                            estate, revise your disclosure to discuss the extent to which you are dependent on the value
                                            of real estate in China. Depending on your dependency on real estate to secure your loans,
                                            add a risk factor to address the current issues in the Chinese property market, including
                                            significant difficulties among both large and small property development firms, and the possible
                                            impact on the value of individual properties in China.

RESPONSE: As of December 31, 2022, the OpCos had extended
approximately $26 million of interest-bearing loans to five third-party customers with balances of approximately $9.27 million, $6.12
million, $5.53 million, $4.95 million, and $0.14 million, respectively. The loans of approximately $6.12 million and $4.95 million were
secured by accounts receivables of the customers while the other loans were unsecured. None of these loans was secured by real estate.
Thus, it was erroneous for the Annual Report to state that these loans were collateralized by real estate. As a result, we will make the
following edits to the Annual Report:

(a) on page 17, we will change “Approximately one-half
of the aggregate outstanding loan balance is backed by the pledge of either real estate assets or trade receivables of the customers.”
to “The Loans of two of the five customers aggregating approximately $11 million are secured by accounts receivable of the customers.”

(b) on page 67 we will delete the words “real estate
assets or” from and change “customer’s” to “customers’” in the sentence reading: “Under
the CECL methodology, the allowance for credit losses has two components. (1) individual specific valuation allowances based on historical
loss experience, aging of loan receivables due [from] third parties and accounts receivable, valuation of real estate assets or customer’s
trade receivables pledged to the Company and other qualitative risk factors both internal and external to the Company (2) a general valuation
allowance based on estimate probability of default and loss given default rates in order to response the forward-looking economic scenarios.”

(c) on page F-31 in footnote 1 we will delete the words “real
estate assets or” from the last sentences of both the first and second paragraphs.

As a result, we do not believe any additional disclosures
related to the Chinese property market are necessary or appropriate.

*****

 U.S. Securities and Exchange Commission

January 23, 2024

Page 6 of 6

Please contact the undersigned at (650)
233-4538 or steve.wurzburg@pillsburylaw.com with any questions regarding the responses to the Staff’s comments or the Annual
Report, or if you require any additional information.

Thank you in advance for your attention
to this matter.

Sincerely,

/s/ Stephen M. Wurzburg

cc. Zhiyong Tang