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<SEC-DOCUMENT>0001010549-07-000095.txt : 20070206
<SEC-HEADER>0001010549-07-000095.hdr.sgml : 20070206
<ACCEPTANCE-DATETIME>20070206094438
ACCESSION NUMBER:		0001010549-07-000095
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20070201
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070206
DATE AS OF CHANGE:		20070206

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHINA PHARMA HOLDINGS, INC.
		CENTRAL INDEX KEY:			0001106644
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				731564807
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29523
		FILM NUMBER:		07582710

	BUSINESS ADDRESS:	
		STREET 1:		2ND FLOOR, NO. 17, JINPAN ROAD
		STREET 2:		HAIKOU
		CITY:			HAINAN PROVINCE
		STATE:			F4
		ZIP:			570216
		BUSINESS PHONE:		8689866811730

	MAIL ADDRESS:	
		STREET 1:		2ND FLOOR, NO. 17, JINPAN ROAD
		STREET 2:		HAIKOU
		CITY:			HAINAN PROVINCE
		STATE:			F4
		ZIP:			570216

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TS ELECTRONICS INC
		DATE OF NAME CHANGE:	20030818

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SOFTSTONE INC
		DATE OF NAME CHANGE:	20030128

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SOFTSTONE INC /DE/
		DATE OF NAME CHANGE:	20010808
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cph8k020107.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: February 6, 2007

                           China Pharma Holdings, Inc
                         ------------------------------

             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

        000-29532                                         73-1564807
(Commission File Number)                    (IRS Employer Identification Number)

                         2nd Floor, No. 17, Jinpan Road
                         Haikou, Hainan Province, China
                    (Address of Principal Executive Offices)

                                 86-898-66811730
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_]  Pre-commencement  c  ommunications  pursuant  to Rule  14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


                                       1
<PAGE>

This  Form 8-K and  other  reports  filed by China  Pharma  Holdings  Inc.  (the
"Company")  from  time to time  with  the  Securities  and  Exchange  Commission
(collectively the "Filings")  contain forward looking statements and information
that are based upon  beliefs of, and  information  currently  available  to, the
Company's  management as well as estimates and assumptions made by the Company's
management.  When  used  in  the  Filings  the  words  "anticipate",  "believe",
"estimate",  "expect", "future", "intend", "plan" or the negative of these terms
and  similar  expressions  as they  relate  to the  Company's  or the  Company's
management  identify  forward looking  statements.  Such statements  reflect the
current  view of the Company  with  respect to future  events and are subject to
risks,  uncertainties,  assumptions and other factors  relating to the Company's
industry,  operations and results of operations  and any businesses  that may be
acquired  by the  Company.  Should one or more of these  risks or  uncertainties
materialize,  or should  the  underlying  assumptions  prove  incorrect,  actual
results may differ  significantly from those anticipated,  believed,  estimated,
expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement


On  February  1, 2007,  China  Pharma  Holdings  Inc.,  a  Delaware  corporation
completed  an  offering  pursuant  to a  Subscription  and  Registration  Rights
Agreement  (the  "Agreement")   with  17  subscribers  (the   "Subscribers")  in
connection with a private  placement of 2,505,882 shares of the Company's common
stock  at  $1.7  per  share  (the  "Shares").  Pursuant  to the  Agreement,  the
Subscribers  also  received  three-year  warrants to purchase  an  aggregate  of
1,252,941 shares of Company's common stock at $2.38 per share (the  "Warrants").
Pursuant to the  transaction  on February 1, 2007, we received the  subscription
proceeds in the  aggregate  amount of  $4,259,899.90.  The net  proceeds,  after
deduction of related expenses, amounted to $3,814,642.34.

Under the Agreement,  we shall prepare and file a registration statement on Form
SB2 or such other document with the Securities  Exchange  Commission (the "SEC")
to permit the  registered  resale of the Shares and the shares of the  Company's
common  stock  issuable  upon  the  exercise  of the  Warrants  pursuant  to the
Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1. A copy of
Form of Warrant attached hereto as Exhibit 10.2.

The  foregoing  description  does not purport to be complete and is qualified in
its entirety by reference to the Subscription and Registration  Rights Agreement
attached hereto as and the Form of Warrant.

Item 3.02 Unregistered Sales of Equity Securities

The  information  set forth above in "Item 1.01- Entry into Material  Definitive
Agreement" is incorporated herein by this reference.


                                       2
<PAGE>

The  Subscriber's  Shares  described in Item 1.01 were made in reliance upon the
exemption from  registration  under the Securities Act 1933 (the "Act") provided
by Section 4(2) thereof and Rule 506 thereunder and exemptions from registration
under applicable state securities laws. Each of the Subscribers is an accredited
investor as defined in Rule 501 of Regulation D promulgated under the Act.

Item 7.01 Regulation FD Disclosure

The Company  intends to issue a press release  regarding the closing of the sale
of the Shares described in Item 1.01 herein substantially in the form of a press
release filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

The following  exhibits are furnished in accordance  with Item 601 of Regulation
S-B:


EXHIBIT NO.    DESCRIPTION
10.1           Subscription  and  Registration  Rights  Agreement by and between
               China Pharma Holdings, Inc. and the Subscribers.

10.2           Form of Warrant by and between  China Pharma  Holdings,  Inc. and
               the Subscribers.

99.1           Press release dated February 6, 2007.












                                       3
<PAGE>

                                    Signature



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

China Pharma Holdings, Inc.
Date: February 6, 2007

   /s/ Zhilin Li
- -------------------
     Zhilin Li
 President and CEO















                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>cph8kex101020107.txt
<DESCRIPTION>SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
<TEXT>

                                                                    Exhibit 10.1

                 SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT


                           CHINA PHARMA HOLDINGS, INC.


             Private Offering of up to 5,882,353 Units of Securities

                  Purchase Price: $1.70 per Unit of Securities

     This  Subscription  and Registration  Rights Agreement (this  "Agreement"),
made as of the date set forth below by and between China Pharma Holdings,  Inc.,
a Delaware corporation (the "Company"),  and the undersigned (the "Subscriber"),
is intended  to set forth  certain  representations,  covenants  and  agreements
between  the Company  and the  Subscriber,  with  respect to the  offering  (the
"Offering")  for sale by the  Company  of up to  5,882,353  units of  securities
(collectively,  the  "Securities")  pursuant to the exemptions from registration
provided in the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),
applicable  state  securities  laws, and the rules and  regulations  promulgated
thereunder.  Each unit of  Securities  shall  consist of the  following  two (2)
securities: (i) one (1) share of the Company's common stock, par value $.001 per
share,  issued  at  $1.70  per  share  (individually,  the  "Common  Share"  and
collectively, the "Common Shares") and (ii) one (1) warrant to purchase one-half
(1/2) share of the Company's common stock at $2.38 per share (individually,  the
"Warrant" and collectively, the "Warrants"), which Warrants shall have the terms
set forth in the "Form of Warrant" attached hereto as Exhibit A. Sterne,  Agee &
Leach,  Inc.  is the  exclusive  placement  agent  (the  "Placement  Agent")  in
connection with the Offering.

     1. Subscription. Subject to the terms and conditions hereof, the Subscriber
hereby irrevocably  subscribes for and agrees to purchase from the Company,  the
number of units of  Securities  set forth  under  the  Subscriber's  name on the
signature page hereto,  at a purchase price of $1.70 per unit of Securities (the
"Offering  Price"),  and the Company  agrees to sell such units of Securities to
the Subscriber at the Offering Price,  subject to the Company's right to sell to
the Subscriber  such lesser number of units of Securities as the Company may, in
its sole discretion, deem necessary or desirable.

     2. Delivery of Subscription Amount; Acceptance of Subscription; Delivery of
Securities. The Subscriber understands and agrees that this subscription is made
subject to the following terms and conditions:

     (a) The Subscriber  understands that separate Subscription and Registration
Rights  Agreements  will be executed with other  subscribers for up to 5,882,353
units of Securities to be sold in the Offering;

     (b) Contemporaneously  with the completion,  execution and delivery of this
Agreement,  the Subscriber shall complete,  execute and deliver the "Certificate
of Accredited Investor Status" attached as Exhibit C hereto, and shall submit to
the Company payment in the form of a wire of immediately available United States
funds in the amount  equal to the  Offering  Price  multiplied  by the number of

<PAGE>

units of Securities for which the Subscriber has subscribed  (the  "Subscription
Amount") in accordance with the "Subscription Instructions" set forth on Exhibit
B hereto;

     (c) The  subscription  for  Securities  shall be deemed to be accepted only
when this Agreement has been signed by an authorized officer of the Company, and
the  deposit  of the  Subscription  Amount for  clearance  will not be deemed an
acceptance of this Agreement;

     (d) The Company shall have the right to reject this subscription,  in whole
or in part, and shall have the right to allocate Securities among subscribers in
any manner it may desire;

     (e) The payment  representing the  Subscription  Amount (or, in the case of
rejection of a portion of the Subscriber's subscription, the part of the payment
relating to such rejected  portion) will be returned promptly to the Subscriber,
without  interest,  if the Subscriber's  subscription is rejected in whole or in
part or if the Offering is withdrawn or canceled;

     (f) The Placement Agent and the Company may conduct one or more closings of
the Offering (each a "Closing") until all 5,882,353 units of Securities  offered
hereby are sold;

     (g) The Company may, in its sole discretion,  terminate the Offering at any
time and accept any subscriptions then in its receipt;

     (h) Certificates  representing  the Securities  purchased will be issued in
the name of each Subscriber within 14 days following each Closing;

     (i)  The  minimum   Subscription   Amount  is  $50,000   (29,412  units  of
Securities),  provided,  however,  that the Company reserves the right to accept
subscriptions for less than the minimum Subscription Amount;

     (j) The Offering is being  conducted  on a "best  efforts"  basis,  and the
Company is not  required to accept any minimum  amount of  subscriptions  before
conducting a Closing; and

     (k) The  representations  and  warranties of the Company and the Subscriber
set forth  herein  shall be true and  correct  as of the date  that the  Company
accepts this subscription.

     3. Terms of Subscription.

     (a) The  subscription  period will begin as of December 18, 2006,  and will
continue until such time as the Company terminates it in its sole discretion.

     (b) The Placement  Agent will receive a placement  management  fee equal to
five percent (5.0%) of the aggregate  purchase price of the Securities sold. The
Company has also agreed to reimburse  the Placement  Agent for their  reasonable
out of pocket expenses, including the fees and expenses of the Placement Agent's
legal counsel, up to a maximum (without the consent of the Company) of $40,000.


                                       2
<PAGE>

     (c) If the Subscriber is not a United States person,  the Subscriber hereby
represents that it has satisfied itself as to the full observance of the laws of
its  jurisdiction  in  connection  with  any  invitation  to  subscribe  for the
Securities or any use of this Agreement,  including, without limitation, (i) the
legal  requirements  within its jurisdiction for the purchase of the Securities,
(ii) any foreign exchange  restrictions  applicable to such purchase,  (iii) any
governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax  consequences,  if any,  that may be relevant to the purchase,
holding,  redemption,  sale  or  transfer  of  the  Securities.  The  Subscriber
represents and warrants that the Subscriber's  subscription and payment for, and
the  Subscriber's  continued  beneficial  ownership of, the Securities  will not
violate  any   applicable   securities   or  other  laws  of  the   Subscriber's
jurisdiction.

     4. Registration Rights.

     (a) The Subscriber acknowledges that it is acquiring the Securities for its
own  account  and for  the  purpose  of  investment  and not  with a view to any
distribution  or resale thereof  within the meaning of the  Securities  Act. The
Subscriber  further  agrees  that it will  not  sell,  assign  or  transfer  the
Securities at any time in violation of the Securities Act and acknowledges that,
in taking unregistered securities, it must continue to bear the economic risk of
its  investment  for an  indefinite  period of time because of the fact that the
Securities  have not been  registered  under the  Securities  Act,  and  further
realizes that the Securities cannot be sold unless subsequently registered under
the  Securities  Act or an exemption from such  registration  is available.  The
Subscriber also acknowledges that appropriate  legends  reflecting the status of
the  Securities  under  the  Securities  Act may be  placed  on the  face of the
certificates  for such  Securities at the time of their transfer and delivery to
the holder thereof.

     (b) The Securities may not be transferred  except in a transaction  that is
in compliance with the Securities Act. Except as provided hereafter with respect
to  registration  of the Common  Shares and the shares of the  Company's  common
stock issuable upon the exercise of the Warrants (collectively, the "Registrable
Securities"),  it shall be a  condition  to any such  transfer  that the Company
shall be furnished with an opinion of counsel to the holder of such  Securities,
reasonably satisfactory to the Company, to the effect that the proposed transfer
would be in compliance with the Securities Act.

     (c) Within 60 days following the earlier to occur of (i) the sale of all of
the Securities in the Offering or (ii) the termination of the Offering following
any sale of Securities as reflected in a written  notice given by the Company to
the Placement  Agent, the Company shall prepare and file with the Securities and
Exchange Commission (the "SEC"), a registration  statement on Form SB-2 and such
other  documents  as may be necessary in the opinion of counsel for the Company,
and use its commercially  reasonable efforts to have such registration statement
declared effective as soon as reasonably  practicable after such filing in order
to comply  with the  provisions  of the  Securities  Act,  so as to  permit  the
registered resale of the Registrable Securities.  Except as set forth in Section
4(e), the Company shall keep the Registration  Statement  continuously effective
until such time as all of the  Registrable  Securities  are  eligible for resale
pursuant to Rule 144(k)  promulgated under the Securities Act. The Company shall
prepare  and  file  with  the  SEC  such   amendments  and  supplements  to  the
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep the  Registration  Statement  effective  for the period herein
prescribed  and to comply with the  requirements  of the  Securities Act and the
rules and regulations  promulgated by the SEC thereunder relating to the sale or


                                       3
<PAGE>

other disposition of the securities covered by the Registration  Statement.  The
Subscriber  acknowledges  that certain shares of the Company's common stock held
by certain  shareholders  will be included  in the  registration  statement,  as
described in the Company's  Confidential  Private  Placement  Memorandum,  dated
December 18, 2006, and the exhibits and appendices (the "Memorandum"), a copy of
which  has  heretofore  been  delivered  to  the  Subscriber.   The  Registrable
Securities that are registered for resale under the  Registration  Statement are
referred  to  herein  as  the  "Registration  Statement  Securities",   and  the
Subscribers  who are eligible to sell their  Registration  Statement  Securities
under the Registration Statement, together with their respective affiliates, are
hereafter  referred to as "Offering  Holders."  The Company will include in such
registration  statement (i) the information required under the Securities Act to
be so included  concerning  the  Offering  Holders,  as provided by the Offering
Holders on the signature pages to this Agreement and the other  Subscription and
Registration  Rights  Agreements  entered into in connection  with the Offering,
including any changes in such  information  that may be provided by the Offering
Holders in writing to the Company from time to time, and (ii) a section entitled
"Plan of  Distribution,"  substantially  in the form of  Exhibit D hereto,  that
describes the various procedures that may be used by the Offering Holders in the
sale of their Registration Statement Securities.

     (d) In the event that the Company does not file a registration statement to
register  the  Registration  Statement  Securities  with the SEC within the time
period  specified in Section 4(c) hereof,  the Company will be required to pay a
penalty to each Offering  Holder equal to one percent (1%) of the purchase price
for such Offering Holder's Registration Statement Securities,  and an additional
one percent (1%) of the purchase price for such Offering  Holder's  Registration
Statement  Securities  for each  additional  30-day  period  during  which  such
registration statement is not filed.

     (e) Notwithstanding the foregoing provisions of this Section 4, the Company
may voluntarily suspend the effectiveness of any such registration statement for
a  limited  time,  which  in no  event  shall  be  longer  than  60  days in any
three-month  period and no longer than 120 days in any twelve-month  period,  if
the  Company  has been  advised in writing  by  counsel or  underwriters  to the
Company that the offering of any Registration  Statement  Securities pursuant to
the  registration  statement  would  materially  adversely  affect,  or would be
improper in view of (or improper without disclosure in a prospectus), a proposed
financing, reorganization,  recapitalization,  merger, consolidation, or similar
transaction involving the Company. The Company shall notify all Offering Holders
to such effect,  and,  upon receipt of such notice,  each such  Offering  Holder
shall  immediately  discontinue any sales of Registration  Statement  Securities
pursuant to such registration  statement until such Offering Holder has received
copies of a supplemented or amended  prospectus or until such Offering Holder is
advised in writing by the Company that the then current  prospectus  may be used
and has  received  copies of any  additional  or  supplemental  filings that are
incorporated or deemed incorporated by reference in such prospectus.

     (f) If any event occurs that would cause any such registration statement to
contain a material  misstatement  or omission or not to be effective  and usable
during the period that such  registration  statement is required to be effective
and usable, the Company shall promptly notify the Offering Holders of such event
and, if requested, the Offering Holders shall immediately cease making offers of
Registration  Statement  Securities and return all  prospectuses to the Company.
The Company shall  promptly file an amendment to the  registration  statement to
correct  such  misstatement  or  omission  and use its  commercially  reasonable


                                       4
<PAGE>

efforts to cause such amendment to be declared  effective as soon as practicable
thereafter. The Company shall promptly provide the Offering Holders with revised
prospectuses and,  following receipt of the revised  prospectuses,  the Offering
Holders  shall be free to resume  making  offers of the  Registration  Statement
Securities.

     (g)  Notwithstanding  any provision  contained herein to the contrary,  the
Company's obligation to include, or continue to include,  Registration Statement
Securities  in any  such  registration  statement  under  this  Section  4 shall
terminate to the extent such Registration  Statement Securities are eligible for
resale under Rule 144(k) promulgated under the Securities Act.

     (i) If and  whenever  the  Company is required  by the  provisions  of this
Agreement to use its commercially  reasonable efforts to effect the registration
of the  Registration  Statement  Securities  under  the  Securities  Act for the
account of an Offering Holder, the Company will, as promptly as possible:

          (A) prepare and file with the SEC a  registration  statement,  on Form
     SB-2, complying with applicable requirements under the Securities Act, with
     respect to such securities and use its commercially  reasonable  efforts to
     cause such registration  statement to become and remain effective until all
     Registration Statement Securities qualify for resale under 144(k);

          (B) prepare and file with the SEC such  amendments and  supplements to
     such registration statement and the prospectus used in connection therewith
     as may be necessary to keep such  registration  statement  effective and to
     comply  with the  requirements  of the  Securities  Act and the  rules  and
     regulations promulgated by the SEC thereunder relating to the sale or other
     disposition of the securities covered by such registration statement; and

          (C)  furnish  to each  Offering  Holder  such  numbers  of copies of a
     prospectus,   including  a  preliminary  prospectus,   complying  with  the
     requirements  of the  Securities  Act,  and such  other  documents  as such
     Offering  Holder may  reasonably  request in order to facilitate the public
     sale or other disposition of the Registration Statement Securities owned by
     such Offering Holder, but such Offering Holder shall not be entitled to use
     any selling  materials  other than a prospectus and such other materials as
     may be approved by the Company,  which  approval  will not be  unreasonably
     withheld.

     (j) Except as provided  below in this Section 4, the  expenses  incurred by
the Company in  connection  with action taken by the Company to comply with this
Section 4, including,  without  limitation,  all  registration  and filing fees,
printing and delivery  expenses,  accounting  fees,  fees and  disbursements  of
counsel to the  Company,  consultant  and expert fees,  premiums  for  liability
insurance,  if the  Company  chooses  to  obtain  such  insurance,  obtained  in
connection with a registration statement filed to effect such compliance and all
expenses,  including  counsel fees, of complying with any state securities laws,
shall  be paid by the  Company.  All  fees  and  disbursements  of any  counsel,
experts,  or consultants  employed by any Offering Holder shall be borne by such
Offering  Holder.  The Company  shall not be obligated in any way in  connection
with any registration  pursuant to this Section 4 for any selling commissions or


                                       5
<PAGE>

discounts  payable  by any  Offering  Holder  to any  underwriter  or  broker of
securities to be sold by such Offering  Holder.  The Subscriber  agrees that any
such selling commissions or discounts shall be borne by such Offering Holder.

     (k) In the event of any registration of Registration  Statement  Securities
pursuant to this Section 4, the Company will  indemnify  and hold  harmless each
Offering Holder, its officers, directors, attorneys, partners, agents, employees
and consultants and each underwriter of such Registration  Statement Securities,
and any person who  controls  such  Offering  Holder or  underwriter  within the
meaning of Section 15 of the  Securities  Act  (collectively,  the  "Indemnified
Parties"),  against  all  claims,  actions,  losses,  damages,  liabilities  and
expenses,  joint or several, to which any of such Indemnified Parties may become
subject under the Securities Act or otherwise,  insofar as such losses,  claims,
damages,  liabilities  or  actions  arise out of or are based upon any actual or
alleged  untrue  statement of any material  fact  contained in any  registration
statement under which such securities were registered  under the Securities Act,
any  preliminary  prospectus  or  final  prospectus  contained  therein,  or any
amendment or supplement thereof, or arise out of or are based upon the actual or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading,  and  will  reimburse  each  of  such
Indemnified  Parties for any legal and any other expenses reasonably incurred by
such  Indemnified  Party in connection with  investigating or defending any such
loss, claim, damage,  liability, or action; provided,  however, that the Company
will not be liable in any such case to the  extent  that any such  loss,  claim,
damage, liability or action arises directly out of or is based primarily upon an
untrue  statement  or  omission  of a  material  fact made in said  registration
statement,  said preliminary prospectus or said prospectus, or said amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by such Offering Holder or such underwriter  specifically for use
in the preparation thereof; and provided further, however, that the Company will
not be liable in any such case to the extent that any such loss,  claim,  damage
or liability or action  arises  directly  out of or is based  primarily  upon an
untrue  statement  or  omission  of a  material  fact  made  in any  preliminary
prospectus or final  prospectus  if (i) such  Offering  Holder failed to send or
deliver the copy of the final  prospectus  or prospectus  supplement  which such
Offering  Holder shall have been  previously  provided by the  Company,  with or
prior to the delivery of written  confirmation  of the sale of the  Registration
Statement  Securities,  and (ii) the final  prospectus or prospectus  supplement
would have corrected such untrue statement or omission.

     (l) At any time when a  prospectus  relating to the Offering is required to
be  delivered  under the  Securities  Act,  the Company will notify the Offering
Holder of the happening of any event, upon the notification or awareness of such
event  by an  executive  officer  of the  Company,  as a  result  of  which  the
prospectus included in such registration  statement, as then in effect, includes
an untrue  statement of material fact or omits to state a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the circumstances then existing.

     (m) In  the  event  of  any  registration  of  any  Registration  Statement
Securities  under the  Securities Act pursuant to this Section 4, the Subscriber
agrees to indemnify  and hold  harmless the Company,  its  officers,  directors,
attorneys,  partners,  agents,  employees  and  consultants  and any  person who
controls  the  Company  within the meaning of Section 15 of the  Securities  Act
(collectively,  the "Indemnified Persons"), against any losses, claims, damages,
liabilities,  or  actions,  joint or several,  to which any of such  Indemnified


                                       6
<PAGE>

Persons may become  subject under the  Securities  Act or otherwise,  insofar as
such losses, claims, damages,  liabilities, or actions arise out of or are based
upon any actual or alleged  untrue  statement of any material fact  contained in
any registration statement under which such securities were registered under the
Securities  Act,  any  preliminary  prospectus  or  final  prospectus  contained
therein,  or any amendment or supplement  thereto,  or arise out of or are based
upon the actual or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, in
each  case to the  extent  and only to the  extent  that any such  loss,  claim,
damage,  liability, or action arises out of or is based upon an untrue statement
or  omission  of a  material  fact  made in said  registration  statement,  said
preliminary  prospectus or said  prospectus  or said  amendment or supplement in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by the Subscriber or any affiliate (as defined in the Securities Act) of
the Subscriber specifically for use in the preparation thereof.

     (n) Any party  entitled to  indemnification  hereunder will (i) give prompt
written notice to the  indemnifying  party of any claim with respect to which it
seeks  indemnification  and (ii) unless in such indemnified  party's  reasonable
judgment a conflict  of  interest  between  such  indemnified  and  indemnifying
parties may exist with respect to such claim,  permit such indemnifying party to
assume the defense of such claim with  counsel  reasonably  satisfactory  to the
indemnified  party. If such defense is assumed,  the indemnifying party will not
be subject to any liability for any  settlement  made by the  indemnified  party
without  its  consent  (which  consent  may not be  unreasonably  withheld).  An
indemnifying  party who is not entitled to, or elects not to, assume the defense
of a claim will not be  obligated  to pay the fees and expenses of more than one
counsel for all parties  indemnified by such indemnifying  party with respect to
such  claim,  unless  in the  reasonable  judgment  of any  indemnified  party a
conflict of interest may exist between such  indemnified  party and any other of
such indemnified parties with respect to such claim.

     (o) With a view to making  available to the Offering Holder the benefits of
Rule 144  promulgated  under the Securities Act, the Company agrees that it will
use its commercially  reasonable efforts to maintain  registration of its common
stock under  Section 12 or 15 of the  Securities  and Exchange  Act of 1934,  as
amended (the  "Exchange  Act"),  and to file with the SEC in a timely manner all
reports  and other  documents  required  to be filed by an issuer of  securities
registered  under the Exchange Act so as to maintain  the  availability  of Rule
144.  Upon the request of any record  owner,  the Company  will  deliver to such
owner a written  statement  as to whether  it has  complied  with the  reporting
requirements of Rule 144.

     5. Representations and Warranties of the Subscriber.  The Subscriber hereby
represents and warrants to the Company and the Placement Agent as follows:

     (a) The  Subscriber is acquiring the  Securities  for its own account,  for
investment  and not  with a view to,  or for  resale  in  connection  with,  any
distribution  or public  offering  thereof  within the meaning of the Securities
Act, and applicable state  securities laws. The Subscriber  understands that (A)
the  Securities  (1) have not been  registered  under the  Securities Act or any
state securities laws, (2) will be issued in reliance upon an exemption from the
registration and prospectus delivery requirements of the Securities Act pursuant
to Section 4(2) and/or Regulation D thereof,  and (3) will be issued in reliance
upon exemptions from the  registration and prospectus  delivery  requirements of
state securities laws which relate to private offerings,  and (B) the Subscriber


                                       7
<PAGE>

must therefore bear the economic risk of such investment  indefinitely  unless a
subsequent  disposition  thereof  is  registered  under the  Securities  Act and
applicable state securities laws or is exempt therefrom.  The Subscriber further
understands that such exemptions depend upon, among other things,  the bona fide
nature of the investment intent of the Subscriber expressed herein.  Pursuant to
the foregoing,  the Subscriber  acknowledges that the certificates  representing
the  Securities  acquired  by the  Subscriber  shall bear a  restrictive  legend
substantially as follows:

          "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
          TO  RESTRICTIONS  ON TRANSFER  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED,  AND STATE SECURITIES LAWS, AND MAY NOT BE
          OFFERED FOR SALE, SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR
          OTHERWISE  DISPOSED  OF  UNLESS  (I)  REGISTERED  UNDER  THE
          APPLICABLE  SECURITIES  LAWS OR (II) AN OPINION OF  COUNSEL,
          WHICH OPINION AND COUNSEL ARE BOTH  REASONABLY  SATISFACTORY
          TO THE COMPANY,  HAS BEEN  DELIVERED TO THE COMPANY AND SUCH
          OPINION  STATES  THAT  THE  SECURITIES  MAY  BE  TRANSFERRED
          WITHOUT SUCH REGISTRATION."

     (b) The  Subscriber  has  knowledge,  skill and  experience  in  financial,
business and  investment  matters  relating to an investment of this type and is
capable of evaluating the merits and risks of such investment and protecting the
Subscriber's interest in connection with the acquisition of the Securities.  The
Subscriber  understands  that the acquisition of the Securities is a speculative
investment and involves substantial risks and that the Subscriber could lose the
Subscriber's  entire investment in the Securities.  Further,  the Subscriber has
carefully read and  considered the matters set forth under the section  entitled
"Risk  Factors"  in  the  Memorandum,  and  has  taken  full  cognizance  of and
understands all of the risks related to the purchase of the  Securities.  To the
extent deemed necessary by the Subscriber,  the Subscriber has retained,  at its
own expense,  and relied upon,  appropriate  professional  advice  regarding the
investment,  tax and legal merits and  consequences of purchasing and owning the
Securities.  The  Subscriber  has the ability to bear the economic  risks of the
Subscriber's  investment  in the  Company,  including  a  complete  loss  of the
investment, and the Subscriber has no need for liquidity in such investment.

     (c) The Subscriber has been  furnished by the Company all  information  (or
provided  access  to all  information)  regarding  the  business  and  financial
condition of the Company, its expected plans for future business activities, the
attributes  of the  Securities  and the merits and risks of an investment in the
Securities  which the  Subscriber  has requested or otherwise  believes that the
Subscriber needs to evaluate the investment in the Company.

     (d) The Subscriber is in receipt of and has carefully read and  understands
the following items:

               o    THE MEMORANDUM;

               o    ANNUAL  REPORT  ON  FORM  10-KSB/A  FOR  FISCAL  YEAR  ENDED
                    DECEMBER 31, 2005


                                       8
<PAGE>

               o    QUARTERLY  REPORT ON FORM 10-QSB FOR THE QUARTER ENDED MARCH
                    31, 2006

               o    QUARTERLY  REPORT ON FORM 10-QSB FOR THE QUARTER  ENDED JUNE
                    30, 2006

               o    QUARTERLY  REPORT  ON  FORM  10-QSB  FOR THE  QUARTER  ENDED
                    SEPTEMBER 30, 2006

               o    DEFINITIVE  INFORMATION STATEMENT ON SCHEDULE 14C FILED WITH
                    THE U.S.  SECURITIES  AND EXCHANGE  COMMISSION  ON MARCH 28,
                    2006

               o    CURRENT  REPORT ON FORM 8-K FILED  WITH THE U.S.  SECURITIES
                    AND EXCHANGE COMMISSION ON MAY 4, 2006

               o    CURRENT  REPORT ON FORM 8-K FILED  WITH THE U.S.  SECURITIES
                    AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2006

               o    AUDIT  AND  OPINION   FOR  HAINAN   HELPSON   MEDICINE   AND
                    BIO-TECHNOLOBY CO. LTD.  ("HELPSON"),  AUDIT AND OPINION FOR
                    TS  ELECTRONICS  INC.  (THE  PREVIOUS  NAME OF CHINA  PHARMA
                    HOLDINGS, INC.) AND THE MANAGEMENT'S DISCUSSION AND ANALYSIS
                    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ("MD&A") IN
                    THE  REGISTRATION  STATEMENT  ON FORM SB-2/A  FILED WITH THE
                    U.S. SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2005

               o    PROFORMA FINANCIAL STATEMENTS FOR DECEMBER 31, 2005

     (e) In making the  Subscriber's  investment  decision,  the  Subscriber  is
relying solely on  investigations  made by the  Subscriber and the  Subscriber's
representative(s),  if any. The offer to sell the Securities was communicated to
the Subscriber in such a manner that the Subscriber was able to ask questions of
and receive answers from the management of the Company  concerning the terms and
conditions of the proposed transaction.  At no time was the Subscriber presented
with or  solicited by or through any  advertisement,  article,  leaflet,  public
promotional meeting,  notice or other communication  published in any newspaper,
magazine or similar media or broadcast over  television or radio or presented at
any  seminar or meeting  or any other form of general or public  advertising  or
solicitation.

     (f) The Subscriber acknowledges that the Subscriber has been advised that:

          (A)  The   Securities   offered  hereby  have  not  been  approved  or
     disapproved by the SEC or any state  securities  commission nor has the SEC
     or any state securities  commission passed upon the accuracy or adequacy of
     any representations by the Company. Any representation to the contrary is a
     criminal offense.


                                       9
<PAGE>

          (B) In making an investment decision,  the Subscriber must rely on its
     own examination of the Company and the terms of the Offering, including the
     merits and risks involved.  The Securities have not been recommended by any
     federal  or state  securities  commission  or other  regulatory  authority.
     Furthermore,  the foregoing  authorities have not confirmed the accuracy or
     determined  the  adequacy  of  any  representation  by  the  Company.   Any
     representation to the contrary is a criminal offense.

          (C) The Securities will be "restricted  securities" within the meaning
     of Rule 144 under the  Securities  Act,  are  subject  to  restrictions  on
     transferability  and resale and may not be  transferred or resold except as
     permitted under the Securities Act and applicable  state  securities  laws,
     pursuant to  registration or exemption  therefrom.  The Subscriber is aware
     that the  Subscriber  may be required to bear the  financial  risks of this
     investment for an indefinite period of time.

     (g) The Subscriber  acknowledges and is aware that there has never been any
representation,  guarantee  or  warranty  made by the  Company  or any  officer,
director,  employee or agent or representative  of the Company,  expressly or by
implication,  as to (i)  the  approximate  or  exact  length  of time  that  the
Subscriber  will be  required  to  remain an owner of the  Securities;  (ii) the
percentage of profit and/or amount of or type of  consideration,  profit or loss
to be  realized,  if any,  as a result  of this  investment;  or (iii)  that the
limited past  performance (if any) or experience on the part of the Company,  or
any future expectations regarding the Company's business or operations,  will in
any way indicate the  predictable  results of the ownership of the Securities or
of the overall financial performance of the Company.

     (h) The Subscriber  agrees to furnish the Company such other information as
the  Company  may  reasonably  request  in order to verify the  accuracy  of the
information contained herein and agrees to notify the Company immediately of any
material  change in the  information  provided  herein that occurs  prior to the
Company's acceptance of this Agreement.

     (i) The Subscriber  further represents and warrants that (1) the Subscriber
is an institutional  investor and an "accredited investor" within the meaning of
Rule 501 of  Regulation  D under the  Securities  Act,  (2) the  Subscriber  has
executed the  "Certificate of Accredited  Investor  Status",  attached hereto as
Exhibit  C and  (3) the  Subscriber  has a  preexisting  relationship  with  the
Placement Agent.

     (j) If this Agreement is executed and delivered on behalf of a partnership,
corporation,  trust,  estate or other entity (an "Entity"):  (i) such Entity has
the full legal right and power and all  authority  and approval  required (a) to
execute and deliver,  or authorize execution and delivery of, this Agreement and
all other  instruments  executed and delivered by or on behalf of such Entity in
connection  with the  purchase  of the  Securities,  (b) to  delegate  authority
pursuant to power of attorney and (c) to purchase and hold such Securities, (ii)
the signature of the party signing on behalf of such Entity is binding upon such
Entity;  and (iii) such Entity has not been formed for the  specific  purpose of
acquiring  such  Securities,  unless  each  beneficial  owner of such  Entity is
qualified  as an  accredited  investor  within  the  meaning  of Rule  501(a) of
Regulation D promulgated under the Securities Act and has submitted  information
substantiating such individual qualification.


                                       10
<PAGE>

     (k) If the  Subscriber is a retirement  plan or is investing on behalf of a
retirement  plan, the Subscriber  acknowledges  that investment in the Company's
common  stock  poses  additional  risks,  including,   without  limitation,  the
inability to use losses generated by an investment in its common stock to offset
taxable income.

     (l) The Subscriber  represents and warrants that it is not a  broker-dealer
or an affiliate of a broker-dealer, except as follows:__________________________
_______________________________________________________________________________.
If the  Subscriber is a  broker-dealer,  the  Subscriber  acknowledges  that the
Subscriber will be deemed to be an underwriter with respect to the resale of its
Securities. If the Subscriber is an affiliate of a broker-dealer, the Subscriber
acknowledges  that the  Subscriber  will be  deemed  to be an  underwriter  with
respect to the resale of its  Securities to the extent that such  Securities are
sold through its affiliated broker-dealer.  To the extent that the Subscriber is
affiliated in any manner with a broker-dealer, the Subscriber further represents
and warrants that it is purchasing the Securities in the ordinary  course of its
business and that as of the date hereof it has no agreements or  understandings,
directly or indirectly, with any person to distribute the Securities.

     (m) Neither the  Subscriber  nor any of its affiliates or any person acting
on its behalf has entered into any "short sale" (as such term is defined in Rule
200 under Regulation SHO adopted by the SEC under the Exchange Act) of shares of
the Company's Common Stock within a period of 60 days prior to the date that the
Subscriber executes this Agreement.  Further,  the Subscriber hereby agrees that
neither the  Subscriber  nor any of its  affiliates  or any person acting on its
behalf shall enter into any "short sale" of shares of the Company's common stock
within a period  of 30 days  after the date that the  Subscriber  executes  this
Agreement.

     The foregoing  representations  and warranties and undertakings are made by
the  Subscriber  with the intent that they be relied upon by the Company and the
Placement Agent in determining the Subscriber's  suitability as an investor, and
the Subscriber  hereby agrees that such  representations  and  warranties  shall
survive the Subscriber's purchase of the Securities.

     6.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents and warrants to the Subscriber as follows:

     (a) The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware, and is duly qualified to do business as
a  foreign  corporation  in all  jurisdictions  in which  the  failure  to be so
qualified  would  materially  and  adversely  affect the  business or  financial
condition, properties or operations of the Company.

     (b) The Company has duly authorized the issuance and sale of the Securities
in accordance  with the terms of this  Agreement  (as  described  herein) by all
requisite  corporate action,  including the authorization of the Company's Board
of Directors of the issuance and sale of the Securities in accordance  herewith,
and  the  execution,  delivery  and  performance  of any  other  agreements  and
instruments executed in connection herewith.  This Agreement constitutes a valid
and legally  binding  obligation of the Company,  enforceable in accordance with
its  terms,  except  (i)  as  limited  by  applicable  bankruptcy,   insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors' rights generally,  (ii) as limited by laws relating to
the availability of specific performance,  injunctive relief, or other equitable


                                       11
<PAGE>

remedies,  and (iii) to the  extent  the  indemnification  provisions  contained
herein may be limited by applicable federal or state securities laws.

     (c) As of the date of this  Agreement,  the Memorandum does not contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading.

     (d)  The  documents   incorporated   by  reference  or  included  with  the
Memorandum,  at the time they were filed with the SEC,  complied in all material
respects with the  requirements of the Exchange Act, and, when read together and
with the other information in the Memorandum,  did not contain, at the time they
were filed  with the SEC,  any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

     7. Understandings. The Subscriber understands, acknowledges and agrees with
the Company as follows:

     (a) This Subscription may be rejected,  in whole or in part, by the Company
in  its  sole  and   absolute   discretion,   at  any  time  before  a  Closing,
notwithstanding  prior receipt by the undersigned of notice of acceptance of the
undersigned's Subscription.  The Company may terminate this Offering at any time
in its  sole  discretion.  Neither  the  execution  of  this  Agreement  nor the
solicitation of the investment  contemplated  hereby shall create any obligation
of the Company to accept any subscription or complete the Offering.  The Company
is not required to accept any minimum amount of subscriptions  before conducting
a Closing.

     (b) The Subscriber  hereby  acknowledges  and agrees that the  subscription
hereunder is irrevocable by the Subscriber, that, except as required by law, the
Subscriber is not entitled to cancel,  terminate or revoke this Agreement or any
agreements of the  Subscriber  hereunder and that this  Agreement and such other
agreements  shall survive the death or disability of the Subscriber and shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators,  successors, legal representatives and permitted assigns. If the
Subscriber is more than one person, the obligations of the Subscriber  hereunder
shall be joint and several and the agreements,  representations,  warranties and
acknowledgments  herein  contained  shall be deemed to be made by and be binding
upon each such person and his/her heirs, executors, administrators,  successors,
legal representatives and permitted assigns.

     (c) No federal or state agency has made any finding or  determination as to
the  accuracy or  adequacy of the  Memorandum  or as to the  suitability  of the
Offering  for  investment,   nor  any   recommendation  or  endorsement  of  the
Securities.

     (d) The  Offering  is intended  to be exempt  from  registration  under the
Securities  Act by  virtue  of  Section  4(2)  of the  Securities  Act  and  the
provisions  of  Regulation D  thereunder,  which is in part  dependent  upon the
truth,  completeness  and  accuracy  of the  statements  made by the  Subscriber
herein.

     (e) There can be no assurance that the  Subscriber  will be able to sell or
dispose of the Securities.  It is understood that in order not to jeopardize the
Offering's exempt status under Section 4(2) of the Securities Act and Regulation


                                       12
<PAGE>

D, any  transferee  will,  at a minimum,  be required  to fulfill  the  investor
suitability requirements thereunder.

     (f) The  Subscriber  acknowledges  that the  information  contained  in the
Memorandum is confidential  and non-public and agrees that all such  information
shall  be  kept  in  confidence  by the  Subscriber  and  neither  used  for the
Subscriber's  personal benefit (other than in connection with this subscription)
nor disclosed to any third party for any reason;  provided,  however,  that this
confidentiality  obligation  shall not apply to any such information that (i) is
part of the public  knowledge  or  literature,  (ii)  becomes part of the public
knowledge or  literature  (except as a result of a breach of this  provision) or
(iii) is received  from third  parties  (except  third parties who disclose such
information  in  violation of any  confidentiality  agreements  or  obligations,
including,  without limitation, any subscription agreement entered into with the
Company).  In addition,  the Subscriber  may disclose any  information as may be
required by law or applicable legal process;  provided,  however,  to the extent
permitted by law or applicable  legal process,  the Subscriber shall provide the
Company at least five business days prior written  notice before making any such
disclosure.

     (g)  The  representations,  warranties  and  agreements  of the  Subscriber
contained  herein and in any other  writing  delivered  in  connection  with the
transactions  contemplated  hereby  shall be true and correct in all respects on
and as of the date of a Closing of the sale of the  Securities as if made on and
as of such date and shall survive the  execution and delivery of this  Agreement
and the purchase of the Securities.

     8. Survival; Indemnification. All representations, warranties and covenants
contained in this  Agreement and the  indemnification  obligations  contained in
this  Section  8 shall  survive  (i) the  acceptance  of this  Agreement  by the
Company,  (ii) changes in the transactions,  documents and instruments described
herein which are not material or which are to the benefit of the Subscriber, and
(iii) the death or disability of the Subscriber.  The Subscriber understands the
meaning and legal consequences of the representations,  warranties and covenants
contained in this  Agreement and that the Company and the  Placement  Agent have
relied upon such  representations,  warranties and covenants in determining  the
Subscriber's  qualification  and  suitability  to purchase the  Securities.  The
Subscriber hereby agrees to indemnify, defend and hold harmless the Company, the
Placement Agent and their respective officers, directors,  employees, agents and
controlling  persons,  from and  against any and all  losses,  claims,  damages,
liabilities,  expenses (including attorneys' fees and disbursements),  judgments
or amounts paid in  settlement of actions  arising out of or resulting  from the
untruth  of any  representation  of the  Subscriber  herein or the breach of any
warranty or covenant  herein by the Subscriber.  Notwithstanding  the foregoing,
however, no representation,  warranty, covenant or acknowledgment made herein by
the  Subscriber  shall in any  manner be deemed  to  constitute  a waiver of any
rights granted to it under the Securities Act or state securities laws.

     9. Notices. All notices and other communications  provided for herein shall
be in  writing  and  shall be  deemed  to have  been  duly  given  if  delivered
personally or sent by registered or certified  mail,  return receipt  requested,
postage prepaid, or sent by reputable overnight courier, charges prepaid:

     (a) if to the Company, to the following address:


                                       13
<PAGE>

               c/o King and Wood
               40th Floor, Office Tower A
               Beijing Fortune Plaza
               7 Dongsanhuan Zhonglu
               Chaoyang District
               Beijing 100020, PRC
               Attn:  Charles Law
               Telephone:  86-10-5878-5023

     (b) if to the  Subscriber,  to the address set forth on the signature  page
hereto;

or at such other address as any party shall have  specified by notice in writing
to the other.

     10. Notification of Changes.  The Subscriber agrees and covenants to notify
the  Company  immediately  upon  the  occurrence  of  any  event  prior  to  the
consummation  of the  Offering  that would cause any  representation,  warranty,
covenant or other statement contained in this Agreement to be false or incorrect
or  of  any  change  in  any  statement  made  herein  occurring  prior  to  the
consummation of the Offering.

     11.  Assignability;  Modification.  This Agreement is not assignable by the
Subscriber,  and  may  not  be  modified,  waived  or  terminated  except  by an
instrument  in writing  signed by the party  against  whom  enforcement  of such
modification, waiver or termination is sought.

     12. Binding Effect.  Except as otherwise  provided  herein,  this Agreement
shall be binding  upon and inure to the benefit of the parties and their  heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns,  and the agreements,  representations,  warranties and  acknowledgments
contained  herein  shall be deemed to be made by and be binding upon such heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns.

     13.  Obligations  Irrevocable.  The obligations of the Subscriber  shall be
irrevocable,  except  with  the  written  consent  of  the  Company,  until  the
consummation or termination of the Offering.

     14. Entire  Agreement.  This Agreement  constitutes the entire agreement of
the  Subscriber  and the  Company  relating  to the  matters  contained  herein,
superseding all prior contracts or agreements, whether oral or written.

     15.  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF  DELAWARE,  WITHOUT  REGARD  TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN DELAWARE.

     16.  Severability.  If any provision of this  Agreement or the  application
thereof  to  the  Subscriber  or any  circumstance  shall  be  held  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such provision to other  subscriptions or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.


                                       14
<PAGE>

     17.  Headings.  The headings in this Agreement are inserted for convenience
and identification only and are not intended to describe,  interpret, define, or
limit the scope, extent or intent of this Agreement or any provision hereof.

     18.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts, each of which when so executed and delivered shall be deemed to be
an  original  and all of which  together  shall be deemed to be one and the same
agreement.

     19. Counsel.  The Subscriber  hereby  acknowledges that the Company and its
counsel  represent the interests of the Company and not those of the  Subscriber
in any agreement (including this Agreement) to which the Company is a party.

                           [SIGNATURE PAGES TO FOLLOW]




















                                       15
<PAGE>

     IN WITNESS  WHEREOF,  the  Subscriber  has executed this  Subscription  and
Registration Rights Agreement as of ____________ ___, 2007.

                                 SUBSCRIBER


                                 -----------------------------------------------

                                 Number of Units of Securities:
                                 -------------------
                                 Offering Price per Unit of Securities: $1.70
                                                                        -----
                                 Subscription Amount:  $________________________


                                 By:  __________________________________________
                                 Name:__________________________________________
                                 Title:_________________________________________
                                 Address:  _____________________________________
                                 _______________________________________________
                                 _______________________________________________

                                 Please designate name in which stock
                                 certificate(s) representing the Securities
                                 purchased are to be registered.

                                 -----------------------------------------------

                                 Please designate address for delivery of stock
                                 certificate(s) representing the Securities
                                 purchased (if different from above).

                                 -----------------------------------------------
                                 -----------------------------------------------
                                 -----------------------------------------------

                                 Please designate the individual to whom all
                                 correspondence concerning the Subscriber's
                                 subscription for the Securities should be sent,
                                 along with such individual's requested
                                 contact information.


                                 Name:__________________________________________
                                 Address:_______________________________________
                                 _______________________________________________
                                 Telephone: (____)______________________________
                                 E-mail:________________________________________


                                       16
<PAGE>

The name(s) of the natural  person(s) who will have voting and investment  power
over the  Securities  purchased  are as follows  (please print  legibly,  as the
name(s) must be disclosed in the registration statement):
                                                         -----------------------

Please  indicate the number of shares of the  Company's  common stock  currently
owned by the  Subscriber  in  addition  to those  being  subscribed  for in this
Agreement  (this  must  also  be  disclosed  in  the  registration   statement).

- ----------------------------



     The Company hereby accepts the foregoing  subscription subject to the terms
and conditions hereof as of February 1, 2007.


                                                 CHINA PHARMA HOLDINGS, INC.,
                                                 a Delaware corporation



                                                 By: CHINA PHARMA HOLDINGS, INC.

                                                     Name: ZHilin Li

                                                     Title: President and CEO












                                       17
<PAGE>

                                    EXHIBIT A
                                    ---------

                                 FORM OF WARRANT



















<PAGE>

                                    EXHIBIT B
                                    ---------

                            SUBSCRIPTION INSTRUCTIONS

     (1) If you are subscribing for the purchase of Securities, please complete,
date and sign the signature page to this  Subscription and  Registration  Rights
Agreement  in the  applicable  spaces.  Please  signify  the  number of units of
Securities  for which you are  subscribing by inserting such amount in the space
provided for on the signature page to the Agreement.

     (2)  Complete,  date and sign the  accompanying  Certificate  of Accredited
Investor Status (Exhibit C).

     (3) Send all completed documents to:

         Sterne Agee & Leach, Inc.
         2901 W. Coast Highway, Suite 230
         Newport Beach, California 92663
         Attn: Patrick L. Winton

     (4) Fax the signature pages for all completed documents to:

          Sterne, Agee & Leach, Inc.
          Attn:  Patrick L. Winton
          Facsimile:  (949) 270-2936
          Telephone:  (949) 270-2935

     (5)  Transmit  funds (in an amount  equal to the number of  Securities  for
which you are  subscribing  multiplied  by the  Offering  Price) via wire to the
following escrow account of China Pharma Holdings, Inc.:

          Legal Name:              China Pharma Holdings, Inc,
          Bank Name:               Columbus Bank & Trust Company,     Columbus,
          Georgia
          Beneficiary Bank         First Commercial Bank,
                                   Birmingham, Alabama
          Contact:                 Dean D. Matthews
          Phone Number:            (205) 868-4873
          Account Name:            Escrow Account - China Pharma Holdings, Inc.
          ABA / Routing Number:    061100606
          Account Number:          1060083191
          Tax ID Number:           73-1564807

ATTENTION SUBSCRIBERS: NO SUBSCRIPTION WILL BE ACCEPTED UNLESS ALL DOCUMENTATION
PRESCRIBED HEREIN IS FULLY COMPLETED AND EXECUTED.  ANY MATERIALS  RECEIVED THAT
ARE INCOMPLETE IN ANY RESPECT WILL BE RETURNED BY THE COMPANY.

<PAGE>

                                    EXHIBIT C
                                    ---------

             CERTIFICATE OF ACCREDITED INSTITUTIONAL INVESTOR STATUS

     The  undersigned  is an  "accredited  investor," as that term is defined in
Regulation  D under the  Securities  Act of 1933,  as amended  (the  "Securities
Act").  The undersigned has checked the box below  indicating the basis on which
the  undersigned  is  representing  the  undersigned's  status as an "accredited
investor":

[_]  a bank as defined in Section  3(a)(2) of the Securities Act, or any savings
     and loan association or other institution as defined in Section  3(a)(5)(A)
     of the  Securities  Act  whether  acting  in its  individual  or  fiduciary
     capacity;  a broker or dealer  registered  pursuant  to  Section  15 of the
     Securities  Exchange  Act of 1934,  as  amended;  an  insurance  company as
     defined in Section  2(13) of the  Securities  Act;  an  investment  company
     registered  under  the  Investment  Company  Act  of  1940  or  a  business
     development  company as defined  in Section  2(a)(48)  of that Act; a small
     business   investment   company   licensed  by  the  U.S.   Small  Business
     Administration under Section 301(c) or (d) of the Small Business Investment
     Act of 1958; a plan  established  and maintained by a state,  its political
     subdivisions,  or any agency or instrumentality of a state or its political
     subdivisions,  for the  benefit of its  employees,  and such plan has total
     assets in excess of $5,000,000; an employee benefit plan within the meaning
     of the Employee  Retirement  Income Security Act of 1974, if the investment
     decision is made by a plan  fiduciary,  as defined in Section 3(21) of such
     Act,  which is  either a bank,  savings  and  loan  association,  insurance
     company, or registered  investment adviser, or if the employee benefit plan
     has total assets in excess of $5,000,000 or, if a self-directed  plan, with
     investment   decisions   made  solely  by  persons  that  are   "accredited
     investors";

[_]  a private business  development company as defined in Section 202(a)(22) of
     the Investment Advisers Act of 1940;

[_]  an  organization  described in Section  501(c)(3)  of the Internal  Revenue
     Code, corporation, Massachusetts or similar business trust, or partnership,
     not formed for the specific  purpose of acquiring the  securities  offered,
     with total assets in excess of $5,000,000;

[_]  a trust  with  total  assets in excess of  $5,000,000,  not  formed for the
     specific  purpose of acquiring the  securities  offered,  whose purchase is
     directed by a person who has such knowledge and experience in financial and
     business  matters that he is capable of evaluating  the merits and risks of
     the prospective investment;

[_]  an  individual  who is a director  or  executive  officer  of China  Pharma
     Holdings, Inc.

<PAGE>

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Accredited Investor Status effective as of the ___ day of ____________, 2007.



                                                    ----------------------------
                                                    Name of Subscriber

                                                    By: ________________________

                                                    Name: ______________________

                                                    Title: _____________________



















<PAGE>

                                    EXHIBIT D
                                    ---------

                              PLAN OF DISTRIBUTION

     As of the date of this prospectus,  we have not been advised by the selling
stockholders  as to any plan of  distribution.  Securities  owned by the selling
stockholders,  or by their  partners,  pledgees,  donees  (including  charitable
organizations),  transferees or other  successors in interest,  may from time to
time be  offered  for  sale  either  directly  by such  individual,  or  through
underwriters,  dealers or agents or on any exchange on which the shares may from
time to time be traded,  in the  over-the-counter  market,  or in  independently
negotiated  transactions  or  otherwise.  The methods by which the shares may be
sold include:

     o    a block  trade  (which  may  involve  crosses)  in which the broker or
          dealer so engaged will attempt to sell the securities as agent but may
          position and resell a portion of the block as principal to  facilitate
          the transaction;

     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its own account pursuant to this prospectus;

     o    exchange distributions and/or secondary distributions;

     o    sales in the over-the-counter market;

     o    underwritten transactions;

     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and

     o    privately negotiated transactions.

     Such  transactions  may be effected by the selling  stockholders  at market
prices  prevailing  at the time of sale or at  negotiated  prices.  The  selling
stockholders  may  effect  such  transactions  by selling  the  common  stock to
underwriters  or  to  or  through  broker-dealers,   and  such  underwriters  or
broker-dealers may receive compensations in the form of discounts or commissions
from the selling stockholders and may receive commissions from the purchasers of
the common stock for whom they may act as agent.  The selling  stockholders  may
agree to indemnify any underwriter,  broker-dealer or agent that participates in
transactions   involving  sales  of  the  shares  against  certain  liabilities,
including  liabilities  arising  under the  Securities  Act.  We have  agreed to
register  the shares  for sale under the  Securities  Act and to  indemnify  the
selling  stockholders,  certain  representatives of the selling stockholders and
each person who  participates  as an  underwriter  in the offering of the shares
against  certain civil  liabilities,  including  certain  liabilities  under the
Securities Act.

     In  connection  with sales of the  securities  under this  prospectus,  the
selling  stockholders may enter into hedging  transactions with  broker-dealers,
who may in turn  engage  in short  sales of the  common  stock in the  course of
hedging the positions they assume. The selling stockholders also may sell shares
of common stock short and deliver them to close out the short positions, or loan
or pledge the  shares of common  stock to  broker-dealers  that in turn may sell
them.

<PAGE>

     The  selling  stockholders  and any  underwriters,  dealers or agents  that
participate in distribution of the shares may be deemed to be underwriters,  and
any  profit on sale of the  shares  by them and any  discounts,  commissions  or
concessions  received  by any  underwriter,  dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act.

     There can be no assurances that the selling  stockholders  will sell any or
all of the shares offered under this prospectus.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>cph8kex102020107.txt
<DESCRIPTION>FORM OF WARRANT
<TEXT>

                                                                    Exhibit 10.2

                             Form of Class A Warrant

THE SECURITIES  EVIDENCED BY THIS WARRANT  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES  ACT") AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
THE  SECURITIES  ACT OR,  IN THE  OPINION  OF  COUNSEL,  IN FORM  AND  SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES,  SUCH OFFER, SALE OR TRANSFER OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.


                                 CLASS A WARRANT
                            TO PURCHASE COMMON STOCK
                                       OF
                           CHINA PHARMA HOLDINGS, INC.

     (void after January ___, 2010 [third anniversary of the Issuance Date])


No. _______

     THIS CERTIFIES  THAT,  for value  received,  _______________  or registered
assigns (the "Holder"), from and after the Issuance Date (as defined below), and
subject to the terms and  conditions  herein set forth,  is entitled to purchase
from China Pharma Holdings, Inc., a Delaware corporation (the "Company"), at any
time before 5:00 p.m. New York City time on January ___, 2010 [third anniversary
of the Issuance Date] (the "Expiration Date"), __________________ (____________)
shares (the "Warrant  Shares") of the Company's  common stock,  par value $0.001
per share (the "Common Stock"),  at a price per share equal to the Warrant Price
(as defined  below) upon  exercise of this Warrant  pursuant to Section 5 below.
The number of Warrant Shares is subject to adjustment under Section 2 below.

1.   Definitions.  As  used  in this  Warrant,  the  following  terms  have  the
definitions ascribed to them below:

     (a)  "Issuance Date" means January ___, 2007.

     (b)  "Expiration Date" means January ___, 2010.

     (c)  "Offering  Warrants"  shall have the  meaning  ascribed to the term in
Section 8 below.

     (d)  "Person"  means  any  individual,  corporation,  partnership,  limited
liability  company,  trust,  incorporated or unincorporated  association,  joint
venture,  joint stock  company,  governmental  authority  or other entity of any
kind, and shall include any successor of such entity.

     (e)   "Subscription   Agreement"   means  that  certain   Subscription  and
Registration  Rights Agreement dated as of January ___, 2007 between the Company
and the initial Holder of this Warrant.

     (f)  "Warrant  Price"  means $2.38 per share  subject to  adjustment  under
Section 2 below.

2.   Adjustments and Notices.  The Warrant Price and/or the Warrant Shares shall
be subject to adjustment  from time to time in  accordance  with this Section 2.
The Warrant Price and/or the Warrant  Shares shall be adjusted to reflect all of
the following events that occur after the Issuance Date.


     (a) Stock Splits, Dividends or Stock Combinations. In the event the Company
shall at any time after the  Issuance  Date split or subdivide  the  outstanding
shares of the Common Stock or shall issue a stock  dividend  with respect to the
Common Stock or the Common Stock  Equivalents (as defined below)  (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then as of the record date of such split,  subdivision or dividend  distribution
(or the date of such split,  subdivision or dividend  distribution  if no record
date is fixed),  the Warrant Price shall be appropriately  decreased so that the
number of Warrant  Shares  for which  this  Warrant  may be  exercised  shall be
increased in  proportion  to such  increase of the aggregate of shares of Common
Stock  outstanding  and  those  issuable  with  respect  to  such  Common  Stock
Equivalents  with the number of shares of Common Stock  issuable with respect to
Common Stock Equivalents  determined from time to time as provided in Subsection
2(d)(iii) below. If the number of shares of Common Stock outstanding at any time
after the Issuance Date is decreased by a combination of the outstanding  shares
of Common Stock, then, as of the record date of such combination (or the date of
such  combination  if no record  date is  fixed),  the  Warrant  Price  shall be
appropriately  increased  so that the  number of  Warrant  Shares for which this
Warrant may be exercised  shall be decreased in  proportion  to such decrease of
the shares of Common Stock  outstanding.  In each of the  foregoing  cases,  the
adjustment shall be effective at the close of business on the record date or the
date of such split, subdivision,  stock dividend or combination, as the case may
be.

     (b) Recapitalization,  In-Kind  Distribution.  Upon any recapitalization or
other  event that  results  in a change of the number of shares of Common  Stock
issuable  upon  exercise or  conversion of this Warrant or upon the payment of a
dividend in securities or property  other than shares of the Common Stock (other
than a split,  subdivision,  combination or merger or sale of assets transaction
provided  for  elsewhere  in this  Warrant),  the Holder  shall be  entitled  to
receive,  upon exercise of this Warrant,  the number and kind of securities  and
property  that Holder  would have  received if this  Warrant had been  exercised
immediately before the record date for such  recapitalization  or other event or
immediately prior to the record date for such in-kind  dividend.  The Company or
its  successor  shall  promptly  issue  to  Holder  a new  warrant  for such new
securities or other  property.  The new warrant  shall  provide for  adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this Section 2 including, without limitation, adjustments to the
Warrant Price and to the number of securities or property issuable upon exercise
or conversion of the new warrant.

     (c) Reorganization,  Merger,  etc. In case of any merger,  consolidation or
similar  transaction,  which merger,  consolidation or transaction  results in a
change of control of more than a majority  of the voting  stock of the  Company,
and in case of a sale, transfer or conveyance of all or substantially all of the
assets of the Company, the Company, or such successor or purchasing corporation,
as the case may be,  shall duly  execute and deliver to the Holder  hereof a new
warrant so that the Holder shall have the right to receive,  at a total purchase
price  not to  exceed  that  payable  upon the  exercise  or  conversion  of the
unexercised  portion  of  this  Warrant,  and  in  lieu  of the  Warrant  Shares
theretofore  issuable upon exercise or conversion of this Warrant,  the kind and
amount of shares of stock, other securities,  money and property that would have
been receivable upon such merger,  consolidation,  sale, transfer, conveyance or
other  transaction  by the Holder  with  respect to the  Warrant  Shares if this
Warrant  had  been  exercised   immediately  before  the  consummation  of  such
transaction.  Such new warrant  shall provide for  adjustments  that shall be as
nearly equivalent as may be practicable to the adjustments  provided for in this
Section 2.

     (d)  Adjustment  for  Issuance of  Additional  Shares of Common Stock Below
Warrant  Price.  If the Company shall issue,  or be deemed to issue (as provided
below),  any  additional  shares of Common Stock other than Excluded  Stock,  as
defined below ("Additional  Shares of Common Stock"),  without  consideration or
for a consideration per share less than the Warrant Price in effect  immediately
prior to the issuance of such  Additional  Shares of Common  Stock,  the Warrant
Price  shall  be  reduced  concurrently  with  each  such  issuance  to a  price
calculated as follows:


                                      -2-
<PAGE>

Adjusted Warrant Price =
            (Outstanding Stock x Warrant Price) + Additional Stock Consideration
            --------------------------------------------------------------------

            Outstanding Stock + No. of Additional Shares of Common Stock

As used herein:

     "Additional Stock  Consideration"  means the consideration  received by the
Company upon the issuance of the Additional Shares of Common Stock.

     "Excluded  Stock"  means (a)  shares of Common  Stock  issued  pursuant  to
splits,  subdivisions,  stock dividends,  combinations,  in-kind  distributions,
reorganizations, or similar transactions described in Subsections 2(a), 2(b) and
2(c)  above;  (b)  shares  of Common  Stock  issued or  issuable  to  employees,
officers,  consultants  or directors of the Company or other persons  performing
services  for the  Company,  directly  or  pursuant  to a stock  option  plan or
restricted  stock plan approved by the Board of Directors and the  stockholders,
provided  that the shares so issued do not  constitute  10% or more of the total
outstanding  shares of the capital  stock of the Company;  (c) shares of capital
stock issued or issuable upon exercise of existing convertible  preferred stock,
warrants,  notes, or other convertibles securities;  (d) shares of capital stock
or warrants or options to purchase capital stock, issued in connection with bona
fide  acquisitions,  mergers and similar  transactions  that are  primarily  for
purposes  other than  raising  capital,  the terms of which are  approved by the
Board of Directors,  provided that the shares so issued do not constitute 10% or
more of the total  outstanding  shares of the capital stock of the Company;  (e)
shares of Common Stock issued or issuable upon exercise of this Warrant; and (f)
shares of Common Stock issued or issuable with affirmative vote of a majority of
the then outstanding Warrant Shares, voting together as a class.

     "Outstanding  Stock"  means  the total  number  of  shares of Common  Stock
outstanding  plus the total  number of shares  of  Common  Stock  issuable  upon
conversion  or  exercise  of  outstanding   warrants,   options  and  any  other
convertible  securities  (including  this  Warrant)  immediately  prior  to  the
issuance of the Additional  Shares of Common Stock;  provided that the number of
shares of Common Stock  outstanding  at any given time shall not include  shares
owned or held by or for the account of the Company.

     (i) No adjustment in the Warrant Price needs to be made if such  adjustment
would  result in a change in the Warrant  Price of less than one cent.  Any such
adjustment  which is not made shall be carried  forward and shall be made at the
time of and  together  with any  subsequent  adjustment  which,  on a cumulative
basis,  amounts to an  adjustment of one cent or more in the Warrant  Price.  No
adjustment  in the Warrant Price of this Warrant shall be made in respect of the
issuance of Additional Shares of Common Stock unless the consideration per share
for such  Additional  Shares of Common  Stock  issued or deemed to be issued (as
provided  below) by the Company is less than the Warrant Price then in effect on
the date immediately prior to such issuance for this Warrant.

     (ii) For purposes of making any adjustment  required under this  Subsection
2(d),  (x) in the case of issuance of Common Stock or Common  Stock  Equivalents
for  cash,  the  consideration  shall be  deemed  to be the  amount of cash paid
therefor;  and (y) in the case of issuance of the Common  Stock or Common  Stock
Equivalents  for a  consideration  in  whole or in part  other  than  cash,  the
consideration  other than cash  shall be deemed to be the fair value  thereof as
determined  in  good  faith  by  the  Board  of  Directors  irrespective  of any
accounting treatment.

     (iii) For purposes of the adjustment  required under this Subsection  2(d),
if at any time or from time to time after the Issuance  Date, the Company issues
securities  or rights  convertible  into,  or  entitling  the holder  thereof to
receive directly or indirectly,  Additional  Shares of Common Stock (the "Common


                                      -3-
<PAGE>

Stock  Equivalents"),  the following  provisions shall apply for all purposes of
this Subsection 2(d), and "Additional Shares of Common Stock" shall be deemed to
include the following:

         (1) The aggregate  maximum number of shares of Common Stock deliverable
upon  conversion,  exchange  or  exercise  (assuming  the  satisfaction  of  any
conditions to  convertibility,  exchangeability  or  exercisability,  including,
without  limitation,  the  passage of time,  but  without  taking  into  account
potential  antidilution   adjustments)  of  any  Common  Stock  Equivalents  and
subsequent conversion, exchange or exercise thereof shall be deemed to have been
issued at the time such securities were issued or such Common Stock  Equivalents
were issued and for a consideration equal to the consideration, if any, received
by the Company for any such  securities  and related  Common  Stock  Equivalents
(excluding  any  cash  received  on  account  of  accrued  interest  or  accrued
dividends), plus the minimum additional consideration, if any, to be received by
the Company  (without taking into account  potential  antidilution  adjustments)
upon the conversion,  exchange or exercise of any Common Stock  Equivalents (the
consideration in each case to be determined in the manner provided in Subsection
2(d)(ii) above).

         (2) In the event of any change in the number of shares of Common  Stock
deliverable  or in the  consideration  payable to the Company  upon  conversion,
exchange  or  exercise  of any  Common  Stock  Equivalents,  other than a change
resulting from the antidilution  provisions  thereof,  the Warrant Price, to the
extent in any way affected by or computed  using such Common Stock  Equivalents,
shall be recomputed to reflect such change,  but no further  adjustment shall be
made  for  the  actual   issuance  of  Common  Stock  or  any  payment  of  such
consideration  upon the  conversion,  exchange or exercise of such Common  Stock
Equivalents.

         (3)  Upon  the   termination  or  expiration  of  the   convertibility,
exchangeability or exercisability of any Common Stock  Equivalents,  the Warrant
Price,  to the extent in any way affected by or computed using such Common Stock
Equivalents,  shall be  recomputed to reflect the issuance of only the number of
Additional  Shares of Common  Stock (and Common  Stock  Equivalents  that remain
convertible,  exchangeable or exercisable)  actually issued upon the conversion,
exchange or exercise of such Common Stock Equivalents.

         (4) The  number  of  shares  of  Common  Stock  deemed  issued  and the
consideration  deemed paid therefor  pursuant to this  Subsection  2(d) shall be
appropriately  adjusted to reflect any change,  termination or expiration of the
type  described in either  Subsection  2(d)(iii)(2)  or Subsection  2(d)(iii)(3)
above.

     (e)   Certificate  of  Adjustment.   In  each  case  of  an  adjustment  or
readjustment  of the Warrant  Price,  the  Company,  at its own  expense,  shall
compute such adjustment or readjustment in accordance with the provisions hereof
and prepare a certificate  showing such  adjustment or  readjustment,  and shall
mail such certificate,  by first class mail, postage prepaid, to the Holder. The
certificate  shall set forth such adjustment or readjustment,  showing in detail
the facts upon which such  adjustment or readjustment is based. No adjustment of
the Warrant  Price  shall be  required  to be made unless it would  result in an
increase or decrease of at least one cent, but any  adjustments not made because
of this  sentence  shall be  carried  forward  and  taken  into  account  in any
subsequent adjustment otherwise required hereunder.

     (f) No  Fractional  Shares.  No  fractional  shares shall be issuable  upon
exercise  or  conversion  of the  Warrant  and the number of shares to be issued
shall be rounded down to the nearest whole share.  If any exercise or conversion
of the Warrant would result in any fractional share, the Company shall eliminate
such  fractional  share interest by paying the Holder an amount in cash equal to
the fair market value of such  fractional  share on the date of  conversion,  as
determined in good faith by the Board of Directors.


                                      -4-
<PAGE>

3.   No Shareholder  Rights.  This Warrant, by itself, as distinguished from any
shares purchased hereunder, shall not entitle the Holder to any of the rights of
a shareholder of the Company.

4.  Reservation  of Stock.  The Company will reserve  from its  authorized  and
unissued stock a sufficient  number of shares of Common Stock to provide for the
issuance of the Warrant  Shares upon the exercise of this  Warrant.  Issuance of
this Warrant shall  constitute full authority to the Company's  officers who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary  certificates  for the Warrant  Shares  issuable upon exercise of this
Warrant.

5.   Exercise of Warrant. This Warrant may be exercised by the Holder hereof, in
whole or in part,  at any time from and after the Issuance Date and prior to the
Expiration  Date,  at the  election  of the  Holder  hereof  (with the notice of
exercise  substantially  in  the  form  attached  hereto  as  Attachment  1 duly
completed  and  executed),  by the  surrender of this  Warrant at the  principal
office of the  Company or  transfer  agent and the  payment to the  Company,  by
certified or bank check,  or by wire  transfer to an account  designated  by the
Company of an amount equal to the then  applicable  Warrant Price  multiplied by
the number of Warrant Shares then being purchased.  This Warrant shall be deemed
to have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above, and the person entitled to receive
the Warrant Shares issuable upon such exercise shall be treated for all purposes
as the holder of such shares of record as of the close of business on such date.
As promptly as practicable  after such date, the Company shall issue and deliver
to the  person  or  persons  entitled  to  receive  the  same a  certificate  or
certificates for the number of full Warrant Shares issuable upon such exercise.

6.   Transfer of Warrant.  This  Warrant may be  transferred  or assigned by the
Holder hereof as a whole or in part, provided that the transferor  provides,  at
the Company's  request,  an opinion of counsel  satisfactory to the Company that
such transfer does not require registration under the Securities Act.

7.   Legends.  Upon issuance,  the  certificate or  certificates  evidencing any
Warrant Shares shall bear legends as set forth in the Subscription  Agreement as
follows:

         "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
         TO  RESTRICTIONS  ON TRANSFER  UNDER THE  SECURITIES  ACT OF
         1933, AS AMENDED,  AND STATE SECURITIES LAWS, AND MAY NOT BE
         OFFERED FOR SALE, SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR
         OTHERWISE  DISPOSED  OF  UNLESS  (I)  REGISTERED  UNDER  THE
         APPLICABLE  SECURITIES  LAWS OR (II) AN OPINION OF  COUNSEL,
         WHICH OPINION AND COUNSEL ARE BOTH  REASONABLY  SATISFACTORY
         TO THE COMPANY,  HAS BEEN  DELIVERED TO THE COMPANY AND SUCH
         OPINION  STATES  THAT  THE  SECURITIES  MAY  BE  TRANSFERRED
         WITHOUT SUCH REGISTRATION."

8.   Subscription  Agreement.  This Warrant is one of a number of warrants  (the
"Offering  Warrants")  issued pursuant to the  Subscription  Agreement,  and the
Warrant Shares shall be entitled to the rights conferred  thereon and subject to
the terms and conditions under the  Subscription  Agreement,  including  without
limitation the registration rights provided therein.

9.   Termination.  This Warrant shall  terminate at 5:00 p.m. New York City time
on the Expiration Date.


                                      -5-
<PAGE>

10.  Miscellaneous.  This Warrant  shall be governed by the laws of the State of
Delaware, as such laws are applied to contracts to be entered into and performed
entirely in Delaware by Delaware residents. The headings in this Warrant are for
purposes  of  convenience  and  reference  only,  and  shall  not be  deemed  to
constitute  a part  hereof.  Neither  this  Warrant  nor any term  hereof may be
changed or waived  orally,  but only by an instrument  in writing  signed by the
Company and the Holder. All notices and other communications from the Company to
the Holder of this Warrant  shall be deemed given if deposited in mail,  postage
prepaid,  and addressed to each holder of record at his address appearing on the
books of the Company.  Upon receipt of evidence  satisfactory  to the Company of
the ownership of and the loss,  theft,  destruction or mutilation of any Warrant
and,  in the case of any  such  loss,  theft or  destruction,  upon  receipt  of
indemnity  or security  satisfactory  to the Company or, in the case of any such
mutilation,  upon surrender and  cancellation of such Warrant,  the Company will
make and deliver, in lieu of such lost, stolen,  destroyed or mutilated Warrant,
a new  Warrant of like tenor and  representing  the right to  purchase  the same
aggregate number of shares of Common Stock.

ISSUED:   January  ___, 2007


CHINA PHARMA HOLDINGS, INC.


By:__________________________________

Name:________________________________

Title:_______________________________















                                      -6-
<PAGE>

                                                                    Attachment 1
                                                                    ------------




NOTICE OF EXERCISE

TO:       CHINA PHARMA HOLDINGS, INC.

1.        The  undersigned  hereby elects to purchase  shares of Common Stock of
          the Company pursuant to the terms of the attached Warrant, and tenders
          herewith payment of the purchase price of such shares in full.

2.        Please issue a certificate or certificates  representing  said Warrant
          Shares  in the name of the  undersigned  or in such  other  name as is
          specified below:



                         ------------------------------
                 (Name in which certificate(s) are to be issued)

                         -------------------------------
                                    (Address)




                                                   -----------------------------
                                                        (Name of Warrant Holder)

                                                   By:__________________________
                                                   Title:_______________________
                                                   Date signed:_________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>cph8kex991020107.txt
<DESCRIPTION>PRESS RELEASE DATED FEBRUARY 6, 2007
<TEXT>

                                                                    Exhibit 99.1

Contact:

Crocker Coulson                               Donald Xu
President                                     Vice President, Strategic Planning
CCG Elite                                     China Pharma Holdings, Inc.
310 231-8600 ext 103                          858-776-8880
crocker.coulson@ccgir.com                     dxu@chinapharmaholdings.com
- -------------------------                     ---------------------------


          China Pharma Announces Successful Private Placement of $3.85
                                    Million

HAIKOU CITY,  Hainan  Province,  PRC - February 6, 2007 - China Pharma Holdings,
Inc.   ("China   Pharma"  or  "the   Company")   (OTC  BB:  CPHI),  a  specialty
bio-pharmaceutical  company that develops,  manufactures and markets Western and
Chinese  medicines,  today  announced  that it has  successfully  completed  the
private  placement of  approximately  2.5 million shares of the Company's common
stock at the price of $1.70 per share and 2.5 million Class A 3-year warrants to
purchase an aggregate of 1.25 million shares of the Company's  common stock at a
strike price of $2.38 per share.  Net  proceeds to the Company of  approximately
$3.85 million will be used for  development of new drugs in pipeline and working
capital to support the Company's  growth.  Sterne,  Agee & Leach, Inc. served as
the sole placement agent for the offering.

"This financing  allows us to further the development of our new drugs at clinic
trial stage and provides the Company with additional  working capital to support
the launch of several  new drugs we have  recently  introduced  into the market.
This transaction benefits both our customers and shareholders, by expediting our
progress  of new drug  development  programs  and  strengthening  our  financial
position," commented Zhi-lin Li, China Pharma's President and CEO.

For more  detailed  information  on the  financing  referred to in this release,
reference  is made to the  Company's  Form 8-K filing  with the  Securities  and
Exchange Commission and related Exhibits thereto.

Neither the common stock nor the warrants  referred to in this release have been
registered under the Securities Act of 1933 and may not be subsequently  offered
or sold by investors in the United States absent  registration  or an applicable
exemption from the  registration  requirement.  The Company has agreed to file a
registration  statement  covering resale of the common stock and the warrants by
investors.  This  press  release  does  not  constitute  an offer to sell or the
solicitation  of an offer to buy any security and shall not constitute an offer,
solicitation or sale of any securities in any  jurisdiction in which such offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of such jurisdiction.

<PAGE>

About China Pharma Holdings, Inc.

China Pharma  Holdings,  Inc.  develops,  manufactures,  and markets generic and
brand  bio-pharmaceutical   products  in  China  that  treat  a  wide  range  of
conditions,  including infections,  hepatitis,  vascular diseases, CNS and other
prevailing diseases.  Helpson Bio-pharmaceutical Co., Ltd (Helpson), a specialty
bio-pharmaceutical  company  headquartered  in Haikou City,  Hainan  province in
China,  is a  wholly  owned  subsidiary  of  China  Pharma  Holdings.  For  more
information, visit the company's website at www.chinapharmaholdings.com.

Safe Harbor  Statement  Under the Private  Securities  Litigation  Reform Act of
1995:  Any  statements  set  forth  above  that  are not  historical  facts  are
forward-looking statements that involve risks and uncertainties that could cause
actual  results  to  differ   materially  from  those  in  the   forward-looking
statements,  which  may  include,  but are  not  limited  to,  such  factors  as
unanticipated  changes  in product  demand,  increased  competition,  failure to
obtain or maintain  intellectual  property protection,  downturns in the Chinese
economy,  uncompetitive  levels of research and  development,  failure to obtain
regulatory  approvals,  and other information  detailed from time to time in the
Company's  filings and future  filings  with the United  States  Securities  and
Exchange Commission.

                                      # # #
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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