[AMENDMENTREEMENT TO NON-QUALIFIED STOCK OPTIONREEMENTS OF CHINA PHARMAS, WHEREAS, the Employmentreement by and between thempany and the Optionee will cease its effect of April 28, 2012; WHEREAS, the Nominating andmpensationmmittee believes it is for the best interest of thempany to terminate the Subject Options on April 28, 2012 and the Optioneereed to.]

[FORM 10-K x For the fiscal year ended December 31, 2011 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 value $0.001 per] [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 14, 2012 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 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 the statements made, in] [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. s/ Zhilin Li / Zhilin Li EX-32.1 8 cphi10kex321123111.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 cphi10kex322123111.htm]

[FORM 10-K x For the fiscal year ended December 31, 2011 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 (011) 86 898-6681-1730] [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 14, 2012 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 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 make the statements made,] [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 accountingofficer) cphi10kex312123111.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. s/ Zhilin Li / Zhilin Li cphi10kex321123111.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) cphi10kex322123111.htm 9 EX-32.2]