UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(AMENDMENT NO. 1)



|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------



For the fiscal year ended December 31,
2011



OR



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from 
  
to



Commission file number 001-33537



CHINA SHENGHUO PHARMACEUTICAL HOLDINGS,
INC.






(Exact Name of Registrant as Specified
in Its Charter)



|Delaware                                                               |  | 20-2903562                               
|---------------------------------------------------------------------- |  | -----------------------------------------
|(State or Other Jurisdiction
        of Incorporation or Organization) |  | (IRS Employer
        Identification No.)



No. 2, Jing You Road, Kunming National
Economy & Technology Developing District,

People’s Republic of China 650217






(Address of Principal Executive Offices)
(Zip Code)



0086-871-728-2628






(Registrant’s Telephone Number,
Including Area Code)



SECURITIES REGISTERED UNDER SECTION 12(b)
OF THE EXCHANGE ACT:



|Title of Each Class             |  | Name of Each Exchange on Which Registered
|------------------------------- |  | -----------------------------------------
|Common Stock, $0.0001 par value |  | NYSE Amex                                



SECURITIES REGISTERED UNDER SECTION 12(g)
OF THE EXCHANGE ACT:



None.













Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes   ̈   Nox



Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes   ̈   Nox



Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.      Yes xNo  ̈



Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). YesxNo  ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



|Large Accelerated Filer   ̈ | Accelerated Filer   ̈ | Non-Accelerated Filer   ̈ | Smaller Reporting Companyx
|-------------------------- | -------------------- | ------------------------ | --------------------------



Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  ̈   Nox



The aggregate market value of the registrant’s issued
and outstanding shares of common stock held by non-affiliates of the registrant as of June 30, 2011 (based on the price at which
the registrant’s common stock was last sold on such date) was approximately $12,004,434.



The number of shares outstanding of the registrant’s common
stock as of March 23, 2012 was 19,679,400.



Documents Incorporated by Reference



None.



2









EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A (the “Amendment”)
amends the Annual Report on Form 10-K of China Shenghuo Pharmaceutical Holdings, Inc. (“we”, “us”, “our”,
or the “Company”) for the fiscal year ended December 31, 2011, originally filed with the Securities and Exchange Commission
(the “SEC”) on March 30, 2012 (the “Original Filing”). Since we will not file our definitive proxy statement
within 120 days of our fiscal year ended December 31, 2011, we are filing this Amendment to include the information required by
Part III, which was omitted from the Original Filing. In addition, in connection with the filing of this Amendment and pursuant
to the rules of the SEC, we are including with this Amendment certain currently dated certifications.



This Amendment does not attempt to modify or update any other
disclosures set forth in the Original Filing. Additionally, this Amendment, except for the modifications described in this Explanatory
Note, speaks as of the filing date of the Original Filing and does not update or discuss any other Company developments subsequent
to the date of the Original Filing.





3







PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.



General

Set forth below are the names of the executive officers, directors
and key employees of the Company as of the date of this Amendment:



|Name                |  | Age |  | Position                                             
|------------------- |  | --- |  | -----------------------------------------------------
|Feng Lan            |  | 39  |  | Chief Executive Officer and President and Director   
|Gui Hua Lan         |  | 69  |  | Non-executive Chairman of the Board                  
|Raymond Wang        |  | 33  |  | Chief Financial Officer                              
|Lei Lan             |  | 38  |  | Vice President and Director                          
|Zhengyi Wang        |  | 67  |  | Executive Director of Kunming Shenghuo Pharmaceutical
|                    |  |     |  | Importation and Exportation Co., Ltd.                
|Yunhong Guan        |  | 44  |  | Director                                             
|Jason Yuanxin Zhang |  | 48  |  | Director                                             
|Xiaobo Sun          |  | 54  |  | Director                                             



Feng Lan has been Chief Executive Officer since
June 2011. Prior to that, he had been President since 2002 and a Director since August 2006, and has held the same positions at
Kunming Shenghuo Pharmaceutical (Group) Co. Ltd. (“Shenghuo China”) since March 2002. Mr. Lan joined Shenghuo China
in 1996, and was Secretary of the Technical Department from September 1996 to December 1999 and General Engineer from March 2000
to March 2005. In October 2004, he was elected as the new General Manager of the group and also the General Manager of the pharmaceutical
company. Mr. Lan also serves as a Director of Lan’s International Medicine Investment Co., Limited, the controlling stockholder
of the Company. In 2002, he was awarded the title of Technician Making Outstanding Contributions to Kunming city. Mr. Lan has a
bachelor’s degree in engineering and graduated from Yunnan traditional Chinese Medicine College in 1996, where he majored
in pharmacology. He completed graduate studies in pharmacology at the Kunming Medicine College in 2002.



Gui Hua Lan has been non-executive
Chairman of the Board since June 2011. Prior to that, he had been Chief Executive Officer and Chairman of the Board since August
2006, and has held the same positions at Shenghuo China, a 94.95%-owned subsidiary of the Company, since 1995. From 1995 to 1999,
Mr. Lan also served as President of Shenghuo China. In 1980, Mr. Lan established his own enterprise devoted to research on traditional
Chinese medicine. Mr. Lan also serves as President and Chairman of Kunming Nanguo Biological Resources Development Corp., Ltd.,
a pharmaceutical research company in China, and President and Chairman of Lan’s International Medicine Investment Co., Limited,
the controlling stockholder of the Company. Over the last 25 years, he has overseen the successful commercial development of a
large number of traditional Chinese medicine-based drugs and nutritional supplements. Mr. Lan also holds a number of prominent
political posts, including: Political Commissar of Yunnan Province, committee of special economy association, committee of business
association in Yunnan Province, Standing Director of Chinese Entrepreneurs, Vice-Chairman of the Yunnan Institution of Chinese
International Trade Academics Association, Vice-Chairman of Yunnan Technique Enterprises Association and President of the Chamber
of Commerce for Pharmaceuticals and Health Foods. Mr. Lan has a bachelor’s degree in engineering and studied at the Chongqing
School of Banking and the University of Yunnan from 1959 to 1966.





4







Raymond Wang, a member of
Chinese Institute of Certified Public Accountants, has been the Chief Financial Officer since April 20, 2011. Prior to joining
our company, he served as Managing Director for China Biwin Consulting Co., Limited and Guangzhou Biwin Financial Consulting Co.,
Ltd. since December 2009, where he specialized in providing Pre-IPO financial consulting, internal control consulting, tax consulting
and Sarbanes-Oxley Section 404 (“SOX404”) compliance service. From March 2008 to November 2009, Mr. Wang served as
a Manager of a U.S. public accounting firm, where he provided U.S. GAAP audit, advisory service on the compliance with SOX404 and
pre-audit advisory service, such as enhancing the internal control, preparing financial reports and U.S. GAAP conversion. Prior
to that, Mr. Wang was with one of Big Four accounting firms from July 2002 through December 2007, where he managed audit engagements,
reviewed the working papers, communicated with top management and liaised with internal tax professionals. Mr. Wang received a
Bachelor of Business degree from Guangdong University of Foreign Studies in 2002.



Lei Lan has served as a Director
since June 2011. He has been Vice President since January 2010. He served as an Assistant President from March 2009 to January
2010. He has been Executive Director of Sales from August 2006 to March 2009, and has held the same position at Shenghuo China
since October 2004. Mr. Lan served as a Director of the Company and Shenghuo China from November 2004 to June 2007. Mr. Lan joined
Shenghuo China in 1995 and served as a vice manager of sales from July 1997 to June 1999. He also served as manager of the Yunnan
Department from July 1997 to June 1999, where he managed sales within the province. He also served as Vice General Manager of Sales
from June 1999 to January 2002 and he served as Marketing Manager and Controller from June 1999 to January 2002. Mr. Lan graduated
from Yunnan Ethnic Academy in July 2005 with a major in economics and management and received a Master of Business Administration
from China Europe International Business School in 2010.



Zhengyi Wang has served as
Executive Director of our subsidiary Kunming Shenghuo Pharmaceutical Importation and Exportation Co., Ltd. (“Import/Export”)
from November 2005 until August 2011, and he served as Corporate Secretary and a Director from August 2006 to April 2009. From
June 1999 to July 2004, Mr. Wang served as vice manager of the pharmaceuticals department of Shenghuo China, where he oversaw the
manufacturing operations. Mr. Wang also served as director of the enterprise management department from August 2004 to April 2006
and has served as director of the administration center since May 2006, where he assists in management and executive affairs. Mr.
Wang is a director of Lan’s International Medicine Investment Co., Limited, the controlling stockholder of the Company. Mr.
Wang graduated from the Kunming Medicine College in July 1968 with a major in medical treatment.



Yunhong Guan has served as
a Director and as Chairman of the Audit Committee since June 2007. Since May 1998, Mr. Guan has served as a partner of Ya Tai Zhong
Hui Certificated Public Accounting Co., Ltd., a company providing auditing services. Since March 2006, Mr. Guan has also served
as a lawyer at the Yunnan Weizhen Law Firm. From July 1993 to April 1998, Mr. Guan served as a secretary in the secretary office
of the board of directors of Kunming Machine Tools Co., Ltd., a company that designs, produces and sells a series of machine tools
and parts and technology products such as computers and products which integrate optical, electrical and mechanical components.
Since November 2005, Mr. Guan has served as a director and as chairman of the audit committee of Yunnan Jinggu Forestry Share Co.,
Ltd., a company providing forestry processing services. Mr. Guan has a degree in Mechanical Quantity Measuring from China Jiliang
University and is a certified public accountant.





5







Jason Yuanxin Zhang has served
as a Director and member of the Audit Committee since October 2008. Since August 2007, Mr. Zhang has served as a Managing Director
and Senior Analyst for the Bank of Montreal Capital Markets Group, a publicly held banking company. Prior to obtaining his current
position, Mr. Zhang served as a Sr. Vice President and Sr. Analyst to Prudential Equity Group in New York from July 2004 to June
2007. From 1999 to 2003, Mr. Zhang also worked as a Research Associate and later as Vice President for Stephens Inc., a private
investment banking firm. Mr. Zhang also has significant scientific research experience. From 1995 through 1998, Mr. Zhang worked
as a Postdoctoral Scientist with Eli Lilly and Company. From 1994 to 1995, Mr. Zhang was a Postdoctoral Fellow at the Indiana University
School of Medicine. Mr. Zhang holds a Masters in Business Administration from the Indiana University Kelly School of Business and
a Ph.D. in Cell, Molecular and Neurosciences/Botanic Sciences from the University of Hawaii. He also holds a Master’s and
a Bachelor’s degree from the China Agricultural University in the fields of Plant Pathology and Plant Protection, respectively.



Dr. Xiaobo Sunhas served
as a Director since March 2009. Since November of 2007, Mr. Sun has served as the Deputy Director of the Institute of Medicinal
Plant Development, Chinese Academy of Medical Sciences. He also currently serves as a member of the National New Drug Approval
Committee. Prior to obtaining his current positions, from October 1990 to October 2007, Dr. Sun served as a researcher of Jilin
Institute of Traditional Chinese Medicine and Materia Medica and was a director of Jilin Institute of Traditional Chinese Medicine
from 1990 until July 2002. From September 1988 to October 1990, Dr. Sun was a visiting research fellow at Kitasato Institute in
Tokyo, Japan. From August 1982 to September 1988, Dr. Sun was an assistant research fellow and the director assistant of Jilin
Institute of Traditional Chinese Medicine and Materia Medica. Dr. Sun holds a Ph.D. degree from Jilin Agricultural University in
2004.



Family Relationships



Gui Hua Lan is the father of Lei Lan and
Feng Lan, who are brothers. Feng Lan is the husband of Peng Chen.



Involvement in Certain Legal Proceedings



To the best of our knowledge, except what has been publicly
disclosed in our annual reports on Form 10-K, our directors and executive officers were not involved in any legal proceedings as
described in Item 401(f) of Regulation S-K during the past ten years.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and officers, and persons who beneficially own more than 10% of our Common Stock, to file with the SEC an
initial report of ownership of our Common Stock on Form 3 and reports of changes in ownership of our Common Stock on Form 4 or
Form 5, as applicable. Officers, directors and 10% beneficial owners are required by SEC regulation to furnish us with copies of
all Section 16(a) reports that they file.





6







Based solely upon review of the copies of such reports furnished
to us and representations from certain of our executive officers and directors that no other such reports were required, we believe
that during the year ended December 31, 2011 all of our executives officers, directors and 10% beneficial owners filed the required
Section 16(a) reports on a timely basis.



Code of Ethics



On June 7, 2007, our Board of Directors adopted the China Shenghuo
Pharmaceutical Holdings, Inc. Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to our directors,
officers and employees, including our principal executive officers, principal financial officer, principal accounting officer,
controller or persons performing similar functions. The Code of Ethics is filed as Exhibit 14.1 to our Form 10-KSB/A filed with
the SEC on April 29, 2008 and is available on our website at www.shenghuo.com.cn.



Audit Committee



We established our Audit Committee in June 2007. Our Audit Committee
has a charter, which is available on our website, at www.shenghuo.com.cn. The Audit Committee consists of Yunhong Guan and Jason
Yuanxin Zhang, each of whom is an independent director. The purpose of the Audit Committee is to represent and assist our Board
of Directors in its general oversight of our accounting and financial reporting processes, audits of the financial statements and
internal control and audit functions.



The Audit Committee’s responsibilities include:



| | · | The appointment, replacement, compensation, and oversight of work of the independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or performing other audit, review or attest services.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Reviewing and discussing with management and the independent auditor various topics and events that may have significant financial impact on our company or that are the subject of discussions between management and the independent auditors.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Board of Directors has determined that each member of the
Audit Committee qualifies as an Audit Committee Financial Expert under applicable SEC rules and satisfies the AMEX standards for
financial literacy and financial or accounting expertise or experience.



ITEM 11. EXECUTIVE COMPENSATION



The following table summarizes all compensation that we have
recorded in each of the last two completed fiscal years for our principal executive officer and principal financial officer. None
of our other executive officers had total compensation in excess of $100,000 during the fiscal year ended December 31, 2011.





7









|                            |  | Annual Compensation |     
|--------------------------- |  | ------------------- | ----
|Name and Position           |  | Year                |     
|                            |  |                     |     
|Feng Lan                    |  |                     | 2011
|Chief Executive Officer     |  |                     |     
|                            |  |                     |     
|Gui Hua Lan                 |  |                     |     
|Chief Executive Officer and |  |                     | 2010
|Chairman of the Board       |  |                     |     
|                            |  |                     |     
|Raymond Wang                |  |                     | 2011
|Chief Financial Officer     |  |                     |     
|                            |  |                     |     
|Chuanxiang Huang            |  |                     | 2010
|Chief Financial Officer     |  |                     |     



Grants of Plan-Based Awards in 2011

There were no option grants in 2011.



Outstanding Equity Awards at 2011 Fiscal Year-End

There were no option exercises or options outstanding in 2011.



Option Exercises and Stock Vested in Fiscal 2011

There were no option exercises or stock vested in 2011.



Employment Agreements

Feng Lan receives an annual salary of approximately $17,193.
He is a party to a non-fixed-term employment agreement which he entered into in 2009 with Shenghuo China .The agreement does not
provide for severance upon termination. No new employment agreement has been entered into since then.



On April 16, 2011, the Company entered into an employment agreement
(the “Employment Agreement”), effective as of April 20, 2011, with Mr. Raymond Wang, our Chief Financial Officer. Pursuant
to the terms of the Employment Agreement, Mr. Wang agreed to serve as our part-time Chief Financial Officer for a term of one year
at a monthly salary of RMB 20,000. For any successful Company financing in which Mr. Wang participates, Mr. Wang will be eligible
for a bonus of three thousandths (3‰) of the financing amount. Either party can terminate the Employment Agreement by notifying
the other party at least 30 days in advance.



Payments upon Termination or Change-in-Control

PRC Law.Under the applicable laws of the PRC, we must
pay severance to all employees who are Chinese nationals and who are terminated with or without cause, or whose employment agreement
with us expires and we choose not to continue their employment. The severance benefit required to be paid under the laws of the
PRC equals the average monthly compensation paid to the terminated employee (including any bonuses or other payments made in the
12 months prior to the employee’s termination) multiplied by the number of years the employee has been employed with us,
plus an additional month’s salary if 30 days’ prior notice of such termination has not been given. However, if the
average monthly compensation to be received by the terminated employee exceeds three times the average monthly salary of the employee’s
local area, as determined and published by the local government, such average monthly compensation shall be capped at three times
the average monthly salary of the employee’s local area. Except as described above, none of our executive officers have any
other agreement or arrangement under which he or she may be entitled to severance payments upon termination of employment.





8







Compensation of Directors

The following chart shows the compensation received by each
director for the fiscal year ended December 31, 2011:





|                    |  |                |        |  |        |  |   |        |  |  |                |  |  | Change in        |   |  |              |  |   |       | 
|------------------- |  | -------------- | ------ |  | ------ |  | - | ------ |  |  | -------------- |  |  | ---------------- | - |  | ------------ |  | - | ----- | 
|                    |  |                |        |  |        |  |   |        |  |  |                |  |  | Pension Value    |   |  |              |  |   |       | 
|                    |  |                |        |  |        |  |   |        |  |  | Non-Equity     |  |  | and Nonqualified |   |  |              |  |   |       | 
|                    |  | Fees Earned or |        |  | Stock  |  |   | Option |  |  | Incentive Plan |  |  | Deferred         |   |  | All Other    |  |   |       | 
|                    |  | Paid in Cash   |        |  | Awards |  |   | Awards |  |  | Compensation   |  |  | Compensation     |   |  | Compensation |  |   | Total | 
|Name                |  | ($)            |        |  | ($)    |  |   | ($)    |  |  | ($)            |  |  | Earnings         |   |  | ($)          |  |   | ($)   | 
|                    |  |                |        |  |        |  |   |        |  |  |                |  |  |                  |   |  |              |  |   |       | 
|Gui Hua Lan         |  |                | —      |  |        |  | — |        |  |  | —              |  |  |                  | — |  |              |  | — |       | 
|Feng Lan            |  |                | —      |  |        |  | — |        |  |  | —              |  |  |                  | — |  |              |  | — |       | 
|Yunhong Guan (1)    |  | $              | 9,290  |  |        |  | — |        |  |  | —              |  |  |                  | — |  |              |  | — |       | 
|Lei Lan             |  |                | —      |  |        |  | — |        |  |  | —              |  |  |                  | — |  |              |  | — |       | 
|Jason Yuanxin Zhang |  | $              | 20,000 |  |        |  | — |        |  |  | —              |  |  |                  | — |  |              |  | — |       | 
|Xiaobo Sun          |  | $              | 9,290  |  |        |  | — |        |  |  | —              |  |  |                  | — |  |              |  | — |       | 







|(1) | Under the terms of the updated Independent Director’s Agreement with Yunhong Guan (the “Guan Agreement”), Mr. Guan received an annual compensation of 60,000 Renminbi (“RMB”) (approximately $9,290), or RMB 5,000 (approximately $774) per month. In addition, Mr. Guan received a five-year warrant to purchase 3,000 shares of Common Stock at an exercise price of $3.50 per share. Mr. Guan is expected to receive 3,000 options to purchase shares of Common Stock on an annual basis once the Company adopts a stock option plan. No options were granted as of December 31, 2011.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth, as of March
30, 2012, certain information with respect to beneficial ownership of our Common Stock, which is our only class of voting stock
outstanding, based on 19,679,400 issued and outstanding shares of Common Stock, by:



| | · | Each person known to be the beneficial
owner of 5% or more of the outstanding Common Stock;
| | - | -------------------------------------------------------------------------------------------

| | · | Each executive officer;
| | - | -----------------------

| | · | Each director;
| | - | --------------

| | · | Each nominee for director; and
| | - | ------------------------------

| | · | All of the executive officers and directors
as a group.
| | - | -------------------------------------------------------



Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission (the “SEC”). In computing the number of shares beneficially
owned by a person and the percentage of ownership of that person, shares of Common Stock subject to options and warrants held by
that person that are currently exercisable or become exercisable within 60 days of the date of this report are deemed outstanding
even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.





9







Unless otherwise indicated, the persons
and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite their
names, subject to community property laws, where applicable. Unless otherwise indicated, the address of each stockholder listed
in the table is c/o China Shenghuo Pharmaceutical Holdings, Inc., No. 2, Jing You Road, Kunming National Economy & Technology
Developing District, People’s Republic of China 650217.



|Name and Address of Beneficial Owner |  | Title                                 |  | Beneficially Owned |     |  | Percent of Class Beneficially Owned (%) |  
|------------------------------------ |  | ------------------------------------- |  | ------------------ | --- |  | --------------------------------------- | -
|Directors and                        |  |                                       |  |                    |     |  |                                         |  
|Executive Officers                   |  |                                       |  |                    |     |  |                                         |  
|                                     |  |                                       |  |                    |     |  |                                         |  
|Feng Lan                             |  | Chief Executive Officer, President    |  | 15,213,000         | (1) |  | 77.3                                    | %
|                                     |  | and Director                          |  |                    |     |  |                                         |  
|                                     |  |                                       |  |                    |     |  |                                         |  
|Gui Hua Lan                          |  | Non-Executive Chairman of the Board   |  | 15,213,000         | (1) |  | 77.3                                    | %
|                                     |  |                                       |  |                    |     |  |                                         |  
|Raymond Wang                         |  | Chief Financial Officer               |  | —                  |     |  | *                                       |  
|                                     |  |                                       |  |                    |     |  |                                         |  
|Lei Lan                              |  | Vice President and Director           |  | —                  | (2) |  | *                                       |  
|                                     |  |                                       |  |                    |     |  |                                         |  
|Zhengyi Wang                         |  | Executive Director of                 |  | 15,213,000         | (1) |  | 77.3                                    | %
|                                     |  | Kunming Shenghuo Pharmaceutical       |  |                    |     |  |                                         |  
|                                     |  | Importation and Exportation Co., Ltd. |  |                    |     |  |                                         |  
|                                     |  |                                       |  |                    |     |  |                                         |  
|Yunhong Guan                         |  | Director                              |  | 3,000              | (4) |  | *                                       |  
|                                     |  |                                       |  |                    |     |  |                                         |  
|Jason Yuanxin Zhang                  |  | Director                              |  | —                  |     |  | *                                       |  
|                                     |  |                                       |  |                    |     |  |                                         |  
|Xiaobo Sun                           |  | Director                              |  | —                  |     |  | *                                       |  



|Officers and Directors          | 15,216,000 | (1) | 77.3 | %
|------------------------------- | ---------- | --- | ---- | -
|as a Group (total of 9 persons) |            |     |      |  
|                                |            |     |      |  
|5% or more                      |            |     |      |  
|Stockholders                    |            |     |      |  
|Lan’s International             | 15,213,000 | (1) | 77.3 | %
|Medicine Investment             |            |     |      |  
|Co., Limited                    |            |     |      |  
|                               
|Peng Chen                       | 15,213,000 | (3) | 77.3 | %





10







* Less
than 1%.



|(1) | Represents shares of Common Stock held by Lan’s International Medicine Investment Co., Limited (“LIMI”), of which Feng Lan, Gui Hua Lan and Zhengyi Wang are directors and have voting and investment control over the shares owned by LIMI. In addition, Feng Lan, Gui Hua Lan, and Zhengyi Wang own 5.15%, 62.42% and 1.45%, respectively, of LIMI’s issued and outstanding shares. Each of the foregoing persons disclaims beneficial ownership of the shares held by LIMI except to the extent of his pecuniary interest.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Excludes shares of Common Stock held by LIMI. Lei Lan owns 9.37% of LIMI’s issued and outstanding shares; however, Mr. Lan does not have voting and investment control over the shares of Common Stock held by LIMI.                                                                                                                                                                                                                                                                                                         
|   
|(3) | Represents shares of Common Stock held by LIMI. Ms. Chen is the spouse of Feng Lan, who is a director of LIMI. Mrs. Chen may therefore be deemed to be the beneficial owner of the shares held by LIMI. Mrs. Chen disclaims beneficial ownership of the shares held by LIMI except to the extent of her pecuniary interest.                                                                                                                                                                                                  
|   
|(4) | Represents 3,000 shares of Common Stock that are subject to a warrant and are currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                         



Securities Authorized for Issuance Under Equity Compensation
Plans

None.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE



Kunming Shenghuo Pharmaceutical (Group) Co., Ltd.



Shenghuo China
is a 94.95%-owned subsidiary of the Company, and it has interlocking executive and director positions with the Company.



August 2006 Share Exchange



On August 31, 2006, pursuant to a share
exchange agreement, as amended, we completed a share exchange transaction with Shenghuo China (the “Share Exchange”).
Shenghuo China’s 93.75% shareholder, LIMI, exchanged 93.75% of the equity interest of Shenghuo China for the issuance of
an aggregate of 16,255,400 shares of our Common Stock to LIMI and its designees. At the close of the Share Exchange, we became
the 93.75% parent of Shenghuo China, we assumed the operations of Shenghuo China and its subsidiaries, we changed our name from
SRKP 8, Inc. to China Shenghuo Pharmaceutical Holdings, Inc. and LIMI became the holder of 80.5% of the Company’s issued
and outstanding stock. Gui Hua Lan, Feng Lan and Zhengyi Wang are directors of LIMI, are officers and directors of Shenghuo China,
and were also appointed as executive officers and directors of the Company upon closing of the Share Exchange. In addition, Gui
Hua Lan, Feng Lan and Zhengyi Wang own 62.42%, 5.15% and 1.45%, respectively, of LIMI’s issued and outstanding shares. Each
of the foregoing persons disclaims beneficial ownership of the shares held by LIMI except to the extent of his pecuniary interest.
Moreover, Lei Lan, our Assistant President owns 9.37% of LIMI’s issued and outstanding shares. Gui Hua Lan was appointed
as our Chief Executive Officer and Chairman of our Board of Directors, Feng Lan was appointed as our President and as a Director,
and Zhengyi Wang was appointed as our Executive Director of Import/Export, our Corporate Secretary and as a Director.





11







WestPark Capital, Inc. and SRKP 8, Inc.



Westpark Capital, Inc. (“WestPark”)
acted as the placement agent for our August 2006 private placement transaction (the $1,800,000 equity financing conducted by us
on the close of the Share Exchange). For its services as placement agent, WestPark was paid a commission equal to 9.0% of the gross
proceeds from the financing, in addition to a 2% non-accountable expense fee, for an aggregate fee amount of $198,000. Richard
Rappaport, our President and one of our controlling stockholders prior to the Share Exchange, indirectly holds a 100% interest
in WestPark, an NASD member. Anthony C. Pintsopoulos, one of our controlling stockholders and an officer and director prior to
the Share Exchange, is the Chief Financial Officer of WestPark. Debbie Schwartzberg, one of our controlling stockholders prior
to the Share Exchange, is a noteholder of the parent company of WestPark; her note entitles her to a 1.5% interest in the net profits
of the parent company of WestPark. Each of Messrs. Rappaport and Pintsopoulos resigned from all of their executive and director
positions with us upon the closing of the Share Exchange. In addition, on May 26, 2005, the Company issued 2,700,000 shares of
Common Stock to five accredited investors for aggregate cash consideration of $25,000. These five investors included Richard Rappaport,
Anthony Pintsopolous, and Debbie Schwartzberg.



WestPark also acted as the managing underwriter
for our initial public offering. Upon the closing of the offering in June 2007, we issued to WestPark warrants to purchase up to
40,000 shares of our Common Stock. The warrants are exercisable at a per share exercise price of $4.20, subject to standard anti-dilution
adjustments for stock splits and similar transactions, and will expire after five years. The holders of shares of Common Stock
acquired upon exercise of the warrants have the right to include such shares in any future registration statements filed by us
and to demand one registration for the shares. In addition, we agreed to indemnify the underwriters against some liabilities, including
liabilities under the Securities Act and to contribute to payments that the underwriters may be required to make in respect thereof.
We paid WestPark a non-accountable expense allowance of $42,000 and an underwriters’ discount of $161,000. We also agreed
to retain WestPark at a rate of $3,000 per month as a consultant to assist us with stockholder and investor matters. The consulting
arrangement expired 12 months after the closing of the offering.



Sale of Technology from Nanguo to Shenghuo China



Our subsidiary, Shenghuo China, was formed
in 1995 as a limited company under the laws of the People’s Republic of China (“PRC”), with Kunming Nanguo Biology
Source Development Institute (“Nanguo”) owning approximately 55% of Shenghuo China’s outstanding equity interests
and Guangdong Maoming Huazhou Company (“Guangdong”) owning approximately 45% of Shenghuo China’s equity interests.
In November 1999, Guangdong transferred all of its equity interests to Nanguo, which, as a result, became Shenghuo China’s
100% parent. Also in November 1999, Nanguo entered into an agreement with the Pharmaceutical Institute of Kunming Medical College
(the “College”) to purchase the rights to the technology for the preparation of Sanchi, including the technology of
extracting and separating the Sanchi from Panax notoginseng, analysis data, the conditions and methods of synthesizing, manufacturing
and quality-control. Terms of the agreement required an initial payment of approximately $217,000 and a final payment of approximately
$3.9 million upon receiving governmental approval and protection for the developed techniques. In March 2000, Nanguo made an additional
net investment of approximately $1.3 million and a new investor, Yunnan Yunwei (Group) Co., LTD (“Yunwei”), made a
capital investment of approximately $3.7 million into Shenghuo China, and in May 2002, a new investor, SDIC Venture Capital Investment,
Co., Ltd. (“SDIC”), made an investment of approximately $483,000. In August 2004, Nanguo sold the rights to the technology
to Shenghuo China for approximately $3.5 million, and in January 2005, Nanguo purchased all of the equity interests held by Yunwei
for approximately the same amount, resulting in Nanguo becoming Shenghuo China’s 93.75% parent, and SDIC’s percentage
holding in Shenghuo China became 6.25% of our outstanding equity interests. In 2006, Nanguo transferred its 93.75% interest in
Shenghuo China to LIMI, and Shenghuo China was restructured into a Chinese Foreign Equity Joint Venture under the laws of the PRC.
LIMI transferred its 93.75% interest in Shenghuo China to the Company pursuant to the Share Exchange, which was completed on August
31, 2006.





12







Purchase of Interests in Subsidiaries



On August 30, 2006, one of our officers
agreed to transfer to us a majority of the officer’s equity interest in our subsidiary Kunming Shenghuo Medicine Co., Ltd.
(“Medicine”) and another officer agreed to transfer to us a majority of the officer’s equity interest in our
subsidiary Import/Export, leaving each of them with a 1% interest in the subsidiaries, respectively. We paid $24,980 for transfer
of the interest of Import/Export and $249,800 for the transfer of the interest of Medicine. Taking into account the transfers,
we own 99% of the equity interests in Import/Export and Medicine, respectively.



August 2007 Guarantee



On August 17, 2007, we entered into a loan
agreement for RMB 50 million (approximately $6,651,094) with Shuang Long Branch of Agricultural Bank of China with a term of two
years. The loan bears interest at a rate of 7.722% and which is due quarterly. The purpose of the loan is for working capital and
is guaranteed by LIMI. Gui Hua Lan, our Chief Executive Officer; Feng Lan, our President; and Zhengyi Wang, our Executive Director
of Import/Export, are directors and have voting and investment control over the shares owned by LIMI, which beneficially owns or
controls approximately 77% of our outstanding shares. In addition, Gui Hua Lan, Feng Lan and Zhengyi Wang own 62.42%, 5.15% and
1.45%, respectively, of LIMI’s issued and outstanding shares. LIMI is not receiving any compensation for the guarantee of
our loan.



Loans to and from Insiders



The company was not a participant in any
transaction, for the year ended 2011, in which the amount involved exceeded $120,000, and in which any director or executive officer
or their immediate family member had a direct or indirect material interest.



Independence of the Board of Directors



The Board of Directors has determined that Messrs. Yunhong Guan,
Jason Yuanxin Zhang and Xiaobo Sun are “independent directors” as defined in the listing standards of NYSE Amex LLC.
The independent directors have regularly scheduled executive session meetings at which only the independent directors are present.





13







ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table summarizes the fees
paid to Marcum Bernstein & Pinchuk LLP (“MBP”) for services rendered for the fiscal years ended December 31, 2011
and December 31, 2010:



|                               |  | Fees for the Year Ended December 31 |        
|------------------------------ |  | ----------------------------------- | -------
|Services                       |  | 2011                                |        
|Audit fees                     |  | $                                   | 199,728
|Audit-related fees             |  | $                                   | 3,786  
|Tax fees                       |  |                                     | 7,100  
|All other fees                 |  |                                     | -      
|                               |  |                                     |        
|Total audit and non-audit fees |  | $                                   | 210,614



Audit Fees. These
are fees billed for professional services rendered for the audits of the Company’s consolidated financial statements, reviews
of our interim consolidated financial statements included in quarterly reports, services performed in connection with filings with
the SEC and related comfort letters and other services that are normally provided by MBP in connection with statutory and regulatory
filings or engagements.



Audit-Related Fees.
These are fees billed for assurance and related services that are reasonably related to the performance of the audit or review
of the Company’s consolidated financial statements and are not reported under “Audit Fees.”



Tax Fees. These
are fees billed for professional service for tax compliance, tax advice and tax planning. These services include assistance regarding
federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.



All Other Fees.
These are fees associated with services not captured in the other categories.



Pre-Approval Policies and Procedures



Consistent with SEC policies regarding
auditor independence, the Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent
registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve
all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related
services, tax services and other services.



Prior to engagement, the Audit Committee
pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent auditors
and management to report actual fees versus the budget periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the independent auditors for additional services not contemplated
in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent
auditors.





14







The Audit Committee may delegate pre-approval authority to one
or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval
decisions to the Audit Committee at its next scheduled meeting.



PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|-------- | ----------------------------------------





| | (a) | List of Documents Filed As Part of This Report:
| | --- | -----------------------------------------------



| | 1. | Financial Statements
| | -- | --------------------



The
financial statements and notes thereto, and the reports of the independent registered public accounting firms thereon, are set
forth on pages F-1 through F-27 of the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March
30, 2012.



| | 2. | Exhibits
| | -- | --------



|Exhibit
Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.1            |  | Share Exchange Agreement, dated as of June 30, 2006, by and among the Company, Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan’s International Medicine Investment Co., Limited (incorporated by referenced from Exhibit 2.1 to the Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on July 28, 2006).                                                                    
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.1(a)         |  | Amendment No. 1 to the Share Exchange Agreement, dated as of August 11, 2006, by and among the Company, Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan’s International Medicine Investment Co., Limited (incorporated by reference from Exhibit 2.1(a) to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 21, 2006).                                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.1(b)         |  | Amendment No. 2 to the Share Exchange Agreement, dated as of August 28, 2006, by and among the Company, Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., and Lan’s International Medicine Investment Co., Limited (incorporated by reference from Exhibit 2.1(b) to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2006).                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1            |  | Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on August 3, 2005).                                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.2            |  | Bylaws of the Company (incorporated by reference from Exhibit 3.2 to Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on August 3, 2005, and incorporated herein by reference).                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3            |  | Articles of Merger Effecting Name Change (incorporated by reference from Exhibit 3.3 to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2006).                                                                                                                                                                                                                            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.1           |  | Joint Establishment Agreement of Kunming Beisheng Science & Technology Development Co., Ltd. dated January 1, 2006 entered into by and between the Company and Beijing University Shijia Research Center (translated to English) (incorporated by reference from Exhibit 10.8 to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 21, 2006).                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2           |  | Joint Venture Agreement for Kunming Shenghuo Pharmaceutical Group Co., Ltd. dated May 22, 2006 entered into by and between Lan’s International Medicine Investment Co., Limited and SDIC Venture Capital Investment, Co., Ltd. (translated to English) (incorporated by reference from Exhibit 10.9 to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 21, 2006).





15









|Exhibit
Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                     
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.3           |  | Form of Independent Director’s Agreement, entered into by the Company with each of Mingyang Liao, Yunhong Guan, Jason Zhang and Xiaobo Sun (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2007).                                        
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.4           |  | Form of Warrant Agreement, entered into by the Company with each of Gene Michael Bennett and Yunhong Guan (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2007).                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.5           |  | Form of Warrant to be issued to be issued to the Underwriter, entered into by the Company and Westpark Capital Inc. (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on June 11, 2007).                                                            
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.6           |  | Line of Credit Agreement dated August 6, 2009 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc. (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2009.)                  
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.7           |  | Pledge Agreement dated August 21, 2009 by and between the Company and Agricultural Bank of China Shuanglong Branch. (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2009.)                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.8           |  | Insurance Policy dated May 4, 2009 issued by Ping An Property & Casualty Insurance Company of China, Ltd. in favor of the Company. (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2009.)                                              
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.9           |  | Indemnity Agreement dated June 9, 2009 by and among the Company, Ping An Property & Casualty Insurance Company of China, Ltd. and China Construction Bank Kunming Heping Branch. (incorporated by reference from Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2009.)
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.10          |  | Loan Contract dated August 24, 2009 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc. (incorporated by reference from Exhibit 10.17 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                 
|               |  |                                                                                                                                                                                                                                                                                                                                            
|10.11          |  | Loan Contract dated March 26, 2008 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc. (incorporated by reference from Exhibit 10.18 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                  





16











|Exhibit
Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                               
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.12          |  | Rights Pledge Contract dated August 19, 2009 by and between the Company and the Agricultural Bank of China Limited Inc. (incorporated by reference from Exhibit 10.19 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.13          |  | Mortgage Contract dated March, 2008 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc. (incorporated by reference from Exhibit 10.20 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                                                           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.14          |  | Loan Contract dated March 30, 2007 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and China Construction Bank, Kunming Heping Branch. (incorporated by reference from Exhibit 10.21 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.15          |  | Mortgage Contract dated March 30 , 2007 by and between Kunming Shenghuo Pharmaceutical (group) Co., Ltd. and China Construction Bank, Kunming Heping Branch. (incorporated by reference from Exhibit 10.22 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.16          |  | Borrowing Contract dated March 29, 2010 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and Kunming Municipal Bureau of Finance, Branch Bureau of Kunming National Economy and Technology Developing District. (incorporated by reference from Exhibit 10.23 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.17          |  | Loan Contract dated January, 2010 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc. (incorporated by reference from Exhibit 10.24 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.18          |  | Mortgage Contract dated January, 2010 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc. (incorporated by reference from Exhibit 10.25 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.19          |  | Loan Contract dated April 7, 2010 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc. (incorporated by reference from Exhibit 10.27 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.20          |  | Mortgage Contract dated March 31, 2010 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc., Kunming Shuanglong Sub-Branch. (incorporated by reference from Exhibit 10.28 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2010.)                                        
|               |  |                                                                                                                                                                                                                                                                                                                                                                                      
|10.21          |  | Mortgage Contract dated March 31, 2010 by and between Kunming
        Shenghuo Pharmaceutical (Group) Co., Ltd. and the Agricultural Bank of China Limited Inc., Kunming Shuanglong Sub-Branch. (incorporated
        by reference from Exhibit 10.29 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14,
        2010.)                





17







|Exhibit
Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                          
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.22          |  | Factoring Agreement dated May 13, 2011 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and Heping Branch, China Construction Bank. (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2011.)       
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.23          |  | Loan contract dated April 22, 2011 by and between Kunming Shenghuo Pharmaceuticals (Group) Co., Ltd. and Fudian Bank. (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2011.)                                     
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.24          |  | Guaranty Agreement on Pledge of Right dated April 22, 2011 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and Fudian Bank. (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2011.)              
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.25          |  | Loan Contract, dated May 20, 2011 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and Agricultural Bank of China. (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011.)                     
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.26          |  | Mortgage Contract, dated May 20, 2011 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and Agricultural Bank of China. (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011.)                 
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.27          |  | Pledge Contract, dated May 20, 2011 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and Agricultural Bank of China. (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011.)                   
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.28          |  | Factoring Agreement, dated July 29, 2011 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and Bank of China, Yunnan Branch. (incorporated by reference from Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011.)            
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.29          |  | Short Term Domestic Credit Insurance, dated May 4, 2011, between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and China Ping An Insurance Company. (incorporated by reference from Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011.)
|               |  |                                                                                                                                                                                                                                                                                                                 
|10.30          |  | Agreement on Indemnities Transfer, dated May 5, 2011, between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and China Ping An Insurance Company. (incorporated by reference from Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011.)   





18







|Exhibit
Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                          
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.31          |  | Loan Contract, dated August 26, 2011 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and Agricultural Bank of China. (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011.)                                                                                                                                
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.32          |  | Lease Agreement on the Project of Construction of Shilin Shenghuo TCM Cultural Garden between Kunming Shenghuo Pharmaceutical (Group) Co.,Ltd and Management Commission of Kunming Shilin Taiwan Farmer Entrepreneur Centre, dated September 8, 2010 (Revised) (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011.)       
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.33          |  | Supplemental Agreement on the Project of Construction of Shilin Shenghuo TCM Cultural Garden between Kunming Shenghuo Pharmaceutical (Group) Co.,Ltd and Management Commission of Kunming Shilin Taiwan Farmer Entrepreneur Centre, dated September 8, 2010 (Revised) (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011.)
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.34          |  | Loan Contract, dated December 26, 2011 by and between Kunming Shenghuo Pharmaceutical (Group) Co., Ltd. and China Merchants Bank. (incorporated by reference from Exhibit 10.34 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2012.)                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.35          |  | Financial Service Contract, dated September 29, 2011 by and between Kunming Shenghuo Medicine Co., Ltd. and China Minsheng Bank Corporation. (incorporated by reference from Exhibit 10.35 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2012.)                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14.1           |  | China Shenghuo Pharmaceutical Holdings, Inc. Code of Business Conduct and Ethics (incorporated by reference from Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2007).                                                                                                                                                                                            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16.1           |  | Letter from Hansen, Barnett & Maxwell, P.C. dated August 26, 2009 (incorporated by reference from Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2009.)                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21.1           |  | List of Subsidiaries (incorporated by reference from Exhibit 21.1 to the Registration Statement on Form SB-2 on Form S-3 filed with the Securities and Exchange Commission on September 18, 2007).                                                                                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|31.1*          |  | Rule 13a-14(a) Certification of the Chief Executive Officer of China Shenghuo Pharmaceutical Holdings, Inc. in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|31.2*          |  | Rule 13a-14(a) Certification of the Chief Financial Officer of China Shenghuo Pharmaceutical Holdings, Inc. in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|32.1*          |  | Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|101            |  | Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith). (incorporated by reference from Exhibit 101 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2012.)                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|*              |  | Filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                 



19









SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|               | CHINA SHENGHUO PHARMACEUTICAL HOLDINGS, INC.
        (Company)
|-------------- | --------------------------------------------------------------
|               |                                                               
|April 30, 2012 | By:                                                           
|               |                                                               
|               |                                                               



In accordance with the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.



|                     | By: | /s/ Feng Lan                                                                                          
|-------------------- | --- | ------------------------------------------------------------------------------------------------------
|Date: April 30, 2012 |     | Feng Lan
        Chief Executive Officer, President and Director
        (Principal Executive Officer)
|                     |     |                                                                                                       
|                     | By: | /s/ Raymond Wang                                                                                      
|Date: April 30, 2012 |     | Raymond Wang
        Chief Financial Officer
        (Principal Financial and Accounting Officer)     





20







|                     |     |                                                
|-------------------- | --- | -----------------------------------------------
|                     | By: | /s/ Gui Hua Lan                                
|Date: April 30, 2012 |     | Gui Hua Lan
Non-executive Chairman of the Board
|                     |     |                                                
|                     | By: | /s/ Lei Lan                                    
|Date: April 30, 2012 |     | Lei Lan
        Vice President and Director    
|                     |     |                                                
|                     | By: | /s/ Yunhong Guan                               
|Date: April 30, 2012 |     | Yunhong Guan
        Director                  
|                     |     |                                                
|                     | By: | /s/ Jason Yuanxin Zhang                        
|Date: April 30, 2012 |     | Jason Yuanxin Zhang
        Director           
|                     |     |                                                
|                     | By: | /s/ Xiaobo Sun                                 
|Date: April 30, 2012 |     | Xiaobo Sun
        Director                    





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