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United States securities and exchange commission logo
July 25, 2023
Zhilin Li
Interim Chief Financial Officer
China Pharma Holdings, Inc.
Second Floor, No. 17, Jinpan Road
Haikou, Hainan Province, China, 570216
Re:China Pharma Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 30, 2023
File No. 001-34471
Dear Zhilin Li:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Part I
Item 1. Business, page 1
1.At the onset of Part I, please disclose prominently that you are not a Chinese operating
company but a Nevada holding company with operations conducted by your subsidiaries.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
data security or anti-monopoly concerns, have or may impact the company’s ability to

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conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.
3.Please prominently disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect your company.
4.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  For example, disclose, if true, that your subsidiary conducts
operations in China.
5.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings.  Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer.  Quantify any dividends or distributions that subsidiaries have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date.  Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S.
investors.  Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries, to the parent company and U.S. investors.
6.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer securities to foreign
investors.  State whether you or your subsidiaries are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of China (CAC) or any other governmental agency that is required to
approve your operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
46
7.Please address the following regarding your accounts receivable and related allowance for
doubtful accounts:

•Tell us and revise to clearly state your write-off policy.  Identify the point in time at

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which you write off a receivable, including the extent to which write-offs are made
on a specific versus general basis.
•To the extent you do conduct write-offs of uncollectible accounts receivables, explain
why write-offs are not separately quantified in your roll forward of the allowance at
the top of page 50.
•You provide an aging distribution breakdown at the bottom of page 50 for four
different aging segments of your receivable portfolio by percentage.  Revise to
provide a similar aging distribution both for your gross accounts receivables as well
as your allocated allowance for doubtful accounts in dollars.
•You disclose on page 50 that deferred payments to pharmaceutical companies by
state-owned hospitals and local medicine distributors are common.  Revise to discuss
the relative collectability of receivables separately from each of these customer
classes and to discuss the extent to which your allowance methodology differentiates
between these customers.  Identify any other significant customer classes.
•To the extent state-owned hospitals reflect a different collectability pattern from local
medicine distributors, consider breaking out your aging distribution between these
two customer types, and provide a breakdown of revenue by customer class.
•To the extent you do not receive payments on receivables from state-owned hospitals,
discuss the way you determine such payments are omitted due to credit quality issues
versus other reasons such as pricing discounts, contractual adjustments, or other
allowance adjustments to revenue.
•Tell us the reasons for the fluctuations in your allowance as a percentage of accounts
receivable and the reasons for the changes in your negative bad debt expense for the
periods presented.  Revise accordingly to more clearly address such fluctuations.
General
8.Prominently disclose the risks that your corporate structure and being based in or having
the majority of the company’s operations in China poses to investors.  In particular,
describe the significant regulatory, liquidity, and enforcement risks.  For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of your securities.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of your securities to
significantly decline or be worthless
9.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the operations of your business, please describe any material impact

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that intervention or control by the PRC government has or may have on your business or
on the value of your securities.  We remind you that, pursuant to federal securities rules,
the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tracie Mariner, Staff Accountant, at (202) 551-3744 or Kevin Vaughn,
Accounting Branch Chief, at (202) 551-3494 if you have questions regarding comments on the
financial statements and related matters.  Please contact Dillon Hagius, Staff Attorney, at (202)
551-7967 or Joe McCann, Legal Branch Chief, at (202) 551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences