Correspondence 0001213900-24-023052 from Roan Holdings Group Co., Ltd. (RAHGF) (CIK 0001611852)
Roan Holdings Group Co., Ltd. (RAHGF) (CIK 0001611852)
Date: March 15, 2024 · CIK: 0001611852 · Accession: 0001213900-24-023052
AI Filing Summary & Sentiment
File numbers found in text: 001-36664
Referenced dates: March 8, 2024
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CORRESP
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filename1.htm
U.S. Securities and Exchange Commission
March 15, 2024
Page 1 of 2
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street | Palo Alto, CA 94304-1115 | tel 650.233.4500 |
fax 650.233.4545
Stephen Wurzburg
tel: +1.650.233.4538
steve.wurzburg@pillsburylaw.com
VIA EDGAR
March 15, 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.
Amendment
No. 1 to the Annual Report on Form 20-F
Filed
February 7, 2024
File No.
001-36664
Ladies and Gentlemen:
On behalf of Roan Holdings Group Co., Ltd. (“Roan”),
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 March 8, 2024 (the “Comment Letter”), relating
to Amendment No. 1 to Roan’s Annual Report on Form 20-F, filed February 7, 2024 (the “Annual Report”). The response
below corresponds 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.
U.S. Securities and Exchange Commission
March 15, 2024
Page 2 of 2
Amendment No. 1 to the Annual Report
on Form 20-F filed February 7, 2024
Risk Factors
Our business entities in Hong Kong may be subject
to certain laws, page 7
1.
We note your statement that "...[y]our business entities in Hong Kong that have no substantial operations are subject to virtually no legal risks..." Please confirm that you will revise this risk factor to remove the qualification about "entities...that have no substantial operations" in your next 1934 Act Report. Further revise to clarify the risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice and the risk that the Chinese government may intervene or influence your operations at any time which could result in a material change in your operations.
RESPONSE:
Roan confirms that, in its next 1934 Act Report, Roan will revise this risk factor to not include the qualification that its business
entities in Hong Kong that have no substantial Operations “are subject to virtually no legal risks..." Roan will further revise
this risk factor to clarify the risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can
change quickly with little advance notice and the risk that the Chinese government may intervene or influence. Roan will do so by adding
the following language to this risk factor: “Additionally, the PRC
could change the legal status of Hong Kong and the applicability of PRC laws to Hong Kong at any time and Hong Kong could change its laws
at any time, including if pressured to do so by the PRC. Also, the enforcement of laws and rules and regulations in the PRC, including
Hong Kong, can change quickly with little advance notice and the PRC government may intervene or influence our operations at any time.
Changes in these laws or their enforcement, or such intervention or influence, could force us to alter the way our Hong Kong entities
function or, if possible, to reincorporate them elsewhere, either of which could have material adverse impacts on our overall operations
and cause a reduction in our stock trading price.”
*****
Please contact the undersigned at steve.wurzburg@pillsburylaw.com
or (650) 233-4538 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 Wurzburg
Stephen Wurzburg
cc:
Zhiyong Tang
Jenny Liu