Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 26, 2026 (the "Signing Date"), Hainan Helpson Medical & Biotechnology Co., Ltd ("Helpson"), a wholly owned subsidiary of China Pharma Holdings, Inc. (the "Company"), entered into a Technology Transfer Agreement (the "Agreement") with Xiaoyan Zhang (the "Transferor"). The Transferor owns an invention patent of an Prinsepia Utilis Esterol Sublingual Tablets and Method for Its Preparation (the "Invention Patent"). Pursuant to the Agreement, the Transferor will transfer the ownership of the Invention Patent to Helpson. The Transferor or its designated third party shall provide relevant technical services, which include but are not limited to product research and development, writing of registration materials, registration application and other technical services.

The transfer price as contemplated by the Agreement is $6.93 million, which will be paid in the form of common stock of the Company, par value $0.001 per share, at $0.55 per share.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the issuance of the Company's securities mentioned above is incorporated herein by reference. The Company is to issue an aggregate of 12,600,000 restricted shares of common stock in connection with the technology transfer.

The Company's securities mentioned above, if and when issued, will not be registered under the Securities Act as amended (the "Securities Act"), or the securities laws of any state, and are being offered and issued in reliance on the exemption from registration under the Securities Act afforded by Regulation S promulgated thereunder for the issuance of the shares to the person who is a non-U.S. person as the securities are being issued to the person through an offshore transaction which was negotiated and consummated outside the United States.