UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~December~~January ~~2023~~2024

Commission File Number: 001-36664

Roan Holdings Group Co., Ltd.

No. 1 Building, 5 Bailiantan Road

Yuhang District

Hangzhou, Zhejiang

The People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:.

Form 20-F ☒ Form 40-F ☐

Explanatory Note

IOn December 20, 2023, the Board of Directors (the “Board”) of Roan Holdings Group Co, Ltd. ~~Chief~~(the ~~Financial~~“Registrant”) ~~Officer~~unanimously passed ~~Replacement~~a resolution to amend the definition of “Class B Conversion Date” in the Registrant’s Memorandum and Articles of Association (the “Amended M&A”). The Class B Conversion Date is the date on which all then outstanding Class B Preferred Shares of the Registrant shall automatically convert into Ordinary Shares of the Registrant. Under the Amended M&A, the Board is given the authority to amend the Class B Conversion Date on or prior to the then-applicable Class B Conversion Date, and thereby extend or reduce the maximum term for which the Class B Preferred Shares may be outstanding, by resolution and without approval of the holders of Class B Preferred Shares. The Class B Conversion Date was originally two years after the date on which the Class B Preferred Shares were issued. The Class B Conversion Date was previously amended to be (i) thirty months after such issuance date, (ii) thirty-three months after such issuance date, (iii) thirty-six months after such issuance date, (iv) March 31, 2023, (v) June 30, 2023 and (vi) December 31, 2023. The Class B Conversion Date is now being amended to be March 31, 2024.

OnThe Registrant ~~December~~has ~~11,~~filed ~~2023,~~the ~~Ms.~~Amended ~~Xiaolan~~M&A ~~Lin~~with ~~resigned as~~the ~~Chief~~BVI ~~Financial~~Registry ~~Officer~~ of ~~the~~Corporate ~~Company~~Affairs ~~due to personal reasons,~~ effective December 1127, 2023. ~~Ms.~~A ~~Lin’s~~copy ~~resignation was not the result~~ of ~~any disagreement with~~ the ~~Company,~~Amended M&A ~~the~~is ~~Company’s~~attached ~~management~~hereto oras ~~the~~Exhibit ~~Board~~3.1.

The Company’s Nominating and Corporate Governance Committee nominated Ms. Xuerong Hu to serve as Chief Financial Officer of the Company and the Company’s Board approved such nomination on December 11, 2023. Prior to joining the Company Ms. Hu served as Chief Financial Officer of Hangzhou Lyushidai Technology Group Co., Ltd. from February 2020 to September 2023. Ms. Hu also previously served as Chief Financial Officer at Hangzhou Wochi Technology Co., Ltd. from February 2014 to December 2019. Ms. Hu holds a degree in accounting from Zhejiang University of Finance and Economics. In accordance with the terms of Ms. Hu’s employment agreement with the Company entered into on December 11, 2023, Ms. Hu will receive an annual base salary of RMB 216,000. The employment agreement has an initial term of one year and automatically renews for successive one-year periods, subject to the termination provisions in the employment agreement. The Company can terminate Ms. Hu’s employment at any time upon thirty days’ prior notice. Ms. Hu may terminate her employment with the Company at any time upon thirty days’ prior notice.

There are no family relationships between Ms. Hu and any director or executive officer of the Company. There are no related party transactions between the Company and Ms. Hu disclosable under Item 404 of Regulation S-K.

Exhibit Index

Exhibit		Description

3.1		Amended and Restated Memorandum and Articles of Association

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Roan Holdings Group Co., Ltd.
Date: December 14, 2023	By:	/s/ Zhiyong Tang
Date: January 4, 2024	By:	/s/ Zhiyong Tang
	Name:	Zhiyong Tang
	Title:	Chief Executive Officer

Exhibit Index

Exhibit		Description
10.1		Employment Agreement for Ms. Xuerong Hu

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