Roan : Explanatory Note - Form 6-K

Explanatory Note

I. Independent Director Replacement

On October 13, 2022, Mr. Yiguo Xu resigned as Independent Director and Chair of the Compensation Committee of Roan Holdings Group Co, Ltd. (the "Company") due to personal reasons, effective October 13, 2022. Mr. Xu's decision to resign was not the result of any disagreement with the Company, any matter related to the Company's operations, policies or practices, the Company's management, or the Company's board of directors (the "Board").

The Company's Nominating and Corporate Governance Committee recommended Ms. Yu Liu to serve as Independent Director and Chair of the Compensation Committee of the Company and the Company's Board approved Ms. Liu's election on October 13, 2022. Ms. Liu, age 46, has over twenty years of human resources experience working directly with companies in the following industries: energy conservation, environmental protection, financial services, and manufacturing. Throughout her career, Ms. Liu has supported the management team of large companies through establishing human resources management systems, standardizing various work processes, and utilizing world-class human resources management technology and operation methods. Since March 2022, Ms. Liu has served as Vice President of Beijing Zero Carbon Research Institute at China Tianying Inc.. Previously, she was a partner at Manpower GRC from November 2019, to March, 2022, and General Manager of Integrated Management Department of the Yinge Group from November, 2017, through August, 2019. After receiving a Bachelor degree in Economics at Dongbei University of Finance and Economics, Ms. Liu studied at and received a post-graduate certificate from Nankai University.

In accordance with the terms of Ms. Liu's independent director agreement with the Company entered into on October 13, 2022, Ms. Liu will receive an annual director fee of USD $20,000, which will be paid through the issuance of the Company's ordinary shares, and cash reimbursement of expenses she incurs in connection with her services. The independent agreement terminates if (i) Ms. Liu is removed from the Board in accordance with the Company's charter documents and applicable law; (ii) Ms. Liu resigns from the Board upon written notice to the Board; (iii) the Company terminates the independent director agreement if certain requirements are not satisfied; or (iv) Ms. Liu is not re-elected to the Board at the Company's annual shareholder meeting. The independent director agreement also provides for indemnification if Ms. Liu is the subject of legal proceedings in connection with her services, provided she has acted in good faith.

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