[AGREEMENT AND PLAN OF MERGER Plan CPHI Delaware CPHI Nevada This Agreement and Plan of Merger (the “ WHEREAS WHEREAS WHEREAS CPHI Delaware Common Stock CPHI Delaware Preferred Stock WHEREAS CPHI Nevada Common Stock CPHI Nevada Preferred Stock WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE Merger Merger Effective Time DGCL NRS 1. Principal Office of CPHI Nevada 2. Corporate Documents 3.] [ARTICLES OF INCORPORATION OF CHINA PHARMA HOLDINGS, INC. ARTICLE I The name of the corporation (which is hereinafter referred to as the "Corporation") is China Pharma Holdings, Inc. ARTICLE II The address of the registered office of the Corporation in the State of Nevada is 10 Bodie Drive, Carson City, NV 89706. The name of the registered agent of the] [BY-LAWS OF CHINA PHARMA HOLDINGS, INC. (a Nevada corporation) ARTICLE I STOCKHOLDERS Section 1. Certificates Representing Stock (a) (b) (c) Section 2. Uncertificated Shares Section 3. Fractional Share Interests Section 4. Stock Transfers Section 5. Record Date For Stockholders Section 6. Meaning of Certain Terms 2 Section 7. Stockholder Meetings (a) Time (b) Place (c) Call (d) Notice or Waiver]