0001106644 – Page 28 – China Stock Advice

CPHI [CHINA PHARMAS,] 8-K: (Original Filing)

[FORM OF RESTRICTED SHARE AWARDREEMENT 2010 LONG-TERMENTIVE PLAN OF CHINA PHARMAS, ***** Participant: _______ Number of Restricted Shares granted:_______ ***** 2. Grant of Restricted Share Award . Vesting 3.1 _______________________________________ 3.3 If the Participants employment with thempany and/or its Subsidiaries terminates due to the Participant's death, Disability or Retirement, the Participant shall become 100% vested] [FORM OF NON-QUALIFIED STOCK OPTIONREEMENT 2010 LONG-TERMENTIVE PLAN OF CHINA PHARMAS, ***** Optionee:________ Per Share Exercise Price: $________ Number of Option Shares subject to this Option: ________ ***** 2. Grant of Option . 3. No Dividends Equivalents . 4. Exercise of this Option . 4.1 4.2 4.3] [EMPLOYMENTREEMENT WITNESSETH: WHEREAS, thempany is engaged in the business of develop, manufacture, and marketecialty pharmaceutical products in China (the business); and WHEREAS, Employee has represented that he has the experience, background and expertise necessary to enable him to be thempanys Chief Financial Officer; and WHEREAS, based on such representation, and thempanys reasonable due diligence, thempany]

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CPHI [CHINA PHARMAS,] 8-K: FORM OF RESTRICTED SHARE AWARDREEMENT 2010 LONG-TERMENTIVE PLAN

[FORM OF RESTRICTED SHARE AWARDREEMENT 2010 LONG-TERMENTIVE PLAN OF CHINA PHARMAS, ***** Participant: _______ Number of Restricted Shares granted:_______ ***** 2. Grant of Restricted Share Award . Vesting 3.1 _______________________________________ 3.3 If the Participants employment with thempany and/or its Subsidiaries terminates due to the Participant's death, Disability or Retirement, the Participant shall become 100% vested] [FORM OF NON-QUALIFIED STOCK OPTIONREEMENT 2010 LONG-TERMENTIVE PLAN OF CHINA PHARMAS, ***** Optionee:________ Per Share Exercise Price: $________ Number of Option Shares subject to this Option: ________ ***** 2. Grant of Option . 3. No Dividends Equivalents . 4. Exercise of this Option . 4.1 4.2 4.3] [EMPLOYMENTREEMENT WITNESSETH: WHEREAS, thempany is engaged in the business of develop, manufacture, and marketecialty pharmaceutical products in China (the business); and WHEREAS, Employee has represented that he has the experience, background and expertise necessary to enable him to be thempanys Chief Financial Officer; and WHEREAS, based on such representation, and thempanys reasonable due diligence, thempany]

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CPHI [CHINA PHARMAS,] 10-Q: (Original Filing)

[FORM 10-Q (Mark One) x March 31, 2011 For the quarterly period ended o For the transition period from ____________ to ____________ CHINA PHARMA HOLDINGS, INC. Delaware 73-1564807 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216 +86 898-6681-1730 (China) (Issuer's telephone number, including area code)] [CERTIFICATION I, Zhilin Li certify that: 1. I have reviewed this report on Form 10-Q of China Pharma Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, Frank Waung, certify that: 1. I have reviewed this report on Form 10-Q of China Pharma Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 10, 2011 -------------------------------- President and Chief Executive Officer EX-32.1 4 cphi10qex321033111.htm] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 10, 2011 --------------------- (principal financial officer and principal accounting officer) EX-32.2 5 cphi10qex322033111.htm]

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CPHI [CHINA PHARMAS,] 10-Q: FORM 10-Q (Mark One) x March 31, 2011

[FORM 10-Q (Mark One) x March 31, 2011 For the quarterly period ended o For the transition period from ____________ to ____________ CHINA PHARMA HOLDINGS, INC. Delaware 73-1564807 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216 +86 898-6681-1730 (China) (Issuer's telephone number, including area code)] [CERTIFICATION I, Zhilin Li certify that: 1. I have reviewed this report on Form 10-Q of China Pharma Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, Frank Waung, certify that: 1. I have reviewed this report on Form 10-Q of China Pharma Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 10, 2011 -------------------------------- President and Chief Executive Officer EX-32.1 4 cphi10qex321033111.htm] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 10, 2011 --------------------- (principal financial officer and principal accounting officer) EX-32.2 5 cphi10qex322033111.htm]

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CPHI [CHINA PHARMAS,] 10-Q: (Original Filing)

[FORM 10-Q (Mark One) x March 31, 2011 For the quarterly period ended o For the transition period from ____________ to ____________ CHINA PHARMAS, Delaware 73-1564807 (State or other jurisdiction of (IRS Employerorporation or organization) Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China570216 +86 898-6681-1730 (China)] [CERTIFICATION I, Zhilin Li certify that: 1. I have reviewed this report on Form 10-Q of China Pharmas,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Frank Waung, certify that: 1. I have reviewed this report on Form 10-Q of China Pharmas,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [18 U.S.C. SECTION 1350, SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany.ted:May 10, 2011 -------------------------------- President and Chief Executive Officer cphi10qex321033111.htm 4 EX-32.1] [18 U.S.C. SECTION 1350, SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany.ted:May 10, 2011 --------------------- (principal financial officer and principal accounting officer) cphi10qex322033111.htm 5 EX-32.2]

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CPHI [CHINA PHARMAS,] 10-Q: FORM 10-Q (Mark One) x March 31, 2011

[FORM 10-Q (Mark One) x March 31, 2011 For the quarterly period ended o For the transition period from ____________ to ____________ CHINA PHARMAS, Delaware 73-1564807 (State or other jurisdiction of (IRS Employerorporation or organization) Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China570216 +86 898-6681-1730 (China)] [CERTIFICATION I, Zhilin Li certify that: 1. I have reviewed this report on Form 10-Q of China Pharmas,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Frank Waung, certify that: 1. I have reviewed this report on Form 10-Q of China Pharmas,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [18 U.S.C. SECTION 1350, SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany.ted:May 10, 2011 -------------------------------- President and Chief Executive Officer cphi10qex321033111.htm 4 EX-32.1] [18 U.S.C. SECTION 1350, SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany.ted:May 10, 2011 --------------------- (principal financial officer and principal accounting officer) cphi10qex322033111.htm 5 EX-32.2]

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CPHI [CHINA PHARMAS,] 10-K/A: (Original Filing)

[FORM 10-K/A (Amendment No. 1) x For the fiscal year ended December 31, 2010 or ¨ For the transition period from _________ to _____________ 001-34471 China Pharma Holdings, Inc. Delaware 73-1564807 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216 (011) 86 898-6681-1730 Common Stock, par] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-164049 on Form S-3 and Registration Statement No. 333-141734 Post-Effective Amendment No. 1 to Form SB-2 on Form S-3 of our report dated March 2, 2011 relating to the consolidated financial statements of China Pharma Holdings, Inc. and subsidiaries appearing in this] [CERTIFICATION (Section 302 of the Sarbanes-Oxley Act of 2002) I, Zhilin Li, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of China Pharma Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make] [CERTIFICATION (Section 302 of the Sarbanes-Oxley Act of 2002) I, Frank Waung, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b.] [CERTIFICATION (Section 906 of the Sarbanes-Oxley Act of 2002) (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhilin Li EX-32.1 8 cphi10kaex321123110.htm] [CERTIFICATION (Section 906 of the Sarbanes-Oxley Act of 2002) (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) EX-32.2 9 cphi10kaex322123110.htm]

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CPHI [CHINA PHARMAS,] 10-K/A: FORM 10-K/A (Amendment No. 1) x For the

[FORM 10-K/A (Amendment No. 1) x For the fiscal year ended December 31, 2010 or ¨ For the transition period from _________ to _____________ 001-34471 China Pharma Holdings, Inc. Delaware 73-1564807 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216 (011) 86 898-6681-1730 Common Stock, par] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-164049 on Form S-3 and Registration Statement No. 333-141734 Post-Effective Amendment No. 1 to Form SB-2 on Form S-3 of our report dated March 2, 2011 relating to the consolidated financial statements of China Pharma Holdings, Inc. and subsidiaries appearing in this] [CERTIFICATION (Section 302 of the Sarbanes-Oxley Act of 2002) I, Zhilin Li, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of China Pharma Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make] [CERTIFICATION (Section 302 of the Sarbanes-Oxley Act of 2002) I, Frank Waung, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b.] [CERTIFICATION (Section 906 of the Sarbanes-Oxley Act of 2002) (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhilin Li EX-32.1 8 cphi10kaex321123110.htm] [CERTIFICATION (Section 906 of the Sarbanes-Oxley Act of 2002) (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) EX-32.2 9 cphi10kaex322123110.htm]

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CPHI [CHINA PHARMAS,] 10-K/A: FORM 10-K/A (Amendment No. 1) x For the

[FORM 10-K/A (Amendment No. 1) x For the fiscal year ended December 31, 2010 or For the transition period from _________ to _____________ 001-34471 China Pharmas, Delaware 73-1564807 (State or other jurisdiction oforporation or organization) (IRS Employer Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in Registration Statement No. 333-164049 on Form S-3 and Registration Statement No. 333-141734 Post-Effective Amendment No. 1 to Form SB-2 on Form S-3 of our reportted March 2, 2011 relating to thensolidated financial statements of China Pharmas, and subsidiaries appearing in this Annual] [CERTIFICATION (Section 302 of therbanes-Oxley Act of 2002) I, Zhilin Li, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of China Pharmas,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to] [CERTIFICATION (Section 302 of therbanes-Oxley Act of 2002) I, Frank Waung, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) cphi10kaex312123110.htm 7 EX-31.2] [CERTIFICATION (Section 906 of therbanes-Oxley Act of 2002) (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Zhilin Li cphi10kaex321123110.htm 8 EX-32.1] [CERTIFICATION (Section 906 of therbanes-Oxley Act of 2002) (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) cphi10kaex322123110.htm 9 EX-32.2]

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CPHI [CHINA PHARMAS,] 10-K/A: (Original Filing)

[FORM 10-K/A (Amendment No. 1) x For the fiscal year ended December 31, 2010 or For the transition period from _________ to _____________ 001-34471 China Pharmas, Delaware 73-1564807 (State or other jurisdiction oforporation or organization) (IRS Employer Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in Registration Statement No. 333-164049 on Form S-3 and Registration Statement No. 333-141734 Post-Effective Amendment No. 1 to Form SB-2 on Form S-3 of our reportted March 2, 2011 relating to thensolidated financial statements of China Pharmas, and subsidiaries appearing in this Annual] [CERTIFICATION (Section 302 of therbanes-Oxley Act of 2002) I, Zhilin Li, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of China Pharmas,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to] [CERTIFICATION (Section 302 of therbanes-Oxley Act of 2002) I, Frank Waung, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) cphi10kaex312123110.htm 7 EX-31.2] [CERTIFICATION (Section 906 of therbanes-Oxley Act of 2002) (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Zhilin Li cphi10kaex321123110.htm 8 EX-32.1] [CERTIFICATION (Section 906 of therbanes-Oxley Act of 2002) (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) cphi10kaex322123110.htm 9 EX-32.2]

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