Explanatory Note

On December 26, 2022, the Board of Directors (the "Board") of Roan Holdings Group Co, Ltd. (the "Registrant") unanimously passed 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, and thirty-six months after such issuance date. The Class B Conversion Date is now being amended to be March 31, 2023.

The Registrant has filed the Amended M&A with the BVI Registry of Corporate Affairs effective January 4, 2023. A copy of the Amended M&A is attached hereto as Exhibit 3.1.

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Roan Holdings Group Co. Ltd. published this content on 10 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 January 2023 11:10:03 UTC.