SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

                   For The Fiscal Year Ended December 31, 2005
                         Commission File Number 0-27937

                           Dragon Pharmaceutical Inc.
                           --------------------------
                      (Exact name of small business issuer)


                 Florida                                         65-0142474
                 -------                                         ----------
(State of other jurisdiction of incorporation or              (I.R.S. Employer
               organization)                              Identification Number)

                       650 West Georgia Street, Suite 310
                       Vancouver, British Columbia V6B 4N9
                       -----------------------------------
                    (Address of Principal Executive Offices)

                              www.dragonpharma.com
                              --------------------
                         (Registrant's Internet Address)

                                 (604) 669-8817
                                 --------------
               (Registrant's telephone number including area code)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.001

Check whether the issuer is not required to file reports  pursuant to Section 13
or Section 15(d) of the Exchange Act. [ ]

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days.
Yes   X       No
    ------      -----------

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  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-KSB
or any amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell Company:  Yes     No X
                                                                      ---    ---

Our revenues for the year ended December 31, 2005 was $56,237,000.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates, computed by reference to the price at which the common equity
was sold, or the average bid and asked priced of such common equity, as of March
15, 2006 was $10,773,120.

The number of shares outstanding of the issuer's common stock as of March 15,
2006, was 62,878,004.

Documents incorporated by reference:  None

Transitional Small Business Disclosure Format:   Yes          No.   X
                                                     -----        -----

                                       1



                 


                                TABLE OF CONTENTS



PART I              .........................................................................................3

         ITEM 1.        DESCRIPTION OF BUSINESS..............................................................3

         ITEM 2.        DESCRIPTION OF PROPERTY.............................................................21

         ITEM 3.        LEGAL PROCEEDINGS...................................................................22

         ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................22

PART II             ........................................................................................22

         ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................22

         ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........................23

         ITEM 7.        FINANCIAL STATEMENTS................................................................28

         ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE..............57

         ITEM 8A.       CONTROLS AND PROCEDURES.............................................................57

         ITEM 8B.       OTHER INFORMATION...................................................................58

PART III            ........................................................................................58

         ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...................................58

         ITEM 10.       EXECUTIVE COMPENSATION..............................................................61

         ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
                        RELATED STOCKHOLDER MATTERS.........................................................62

         ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................................64

         ITEM 13.       EXHIBITS ...........................................................................65

         ITEM 14.       PRINCIPAL ACCOUNTING FEES AND SERVICES..............................................68


                                       2


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

     With the  exception  of  historical  facts  stated  herein,  the  following
discussion may contain forward-looking statements regarding events and financial
trends that may affect Dragon Pharmaceutical Inc.'s future operating results and
financial position.  Such statements are subject to risks and uncertainties that
could cause Dragon  Pharmaceutical  Inc.'s actual results and financial position
to differ materially from those anticipated in such forward-looking  statements.
Factors  that could  cause  actual  results  to differ  materially  include,  in
addition to other factors identified in this report, that Dragon  Pharmaceutical
has  incurred  losses  since  its  inception,   has  a  substantial   amount  of
liabilities,  and has  recently  completed  its  acquisition  of  Oriental  Wave
Holding, Ltd., all of which factors are set forth in more detail in the sections
entitled  "Item 1. Business Risks  Associated  With Dragon  Pharmaceutical"  and
"Item 6.  Management's  Discussion  and Analysis or Plan of  Operation"  herein.
Readers  of this  annual  report  are  cautioned  not to put undue  reliance  on
"forward  looking"  statements that are, by their nature,  uncertain as reliable
indicators of future  performance.  Dragon  Pharmaceutical  Inc.'s disclaims any
intent or  obligation to publicly  update these  "forward  looking"  statements,
whether as a result of new information, future events, or otherwise.

     As used in this annual report,  the terms "we", "us",  "our", "the Company"
and "Dragon" shall mean Dragon  Pharmaceutical  Inc. and its subsidiaries unless
otherwise indicated.  Further, unless otherwise indicated,  reference to dollars
shall mean United States dollars.

General

     We are a diversified  pharmaceutical  company with three key business units
consisting  of a Chemical  division  for bulk Active  Pharmaceutical  Ingredient
(API) and pharmaceutical  intermediates,  a Biotech Division for biologics and a
Pharma division for formulated  generic drugs, such as powder for injections and
oral formulations.

     Dragon currently has four production facilities in Datong, China, including
three  GMP  production  facilities  certified  by  Chinese  State  Food and Drug
Administration ("SFDA") : a pharmaceutical facility with a capacity of producing
tablets,  capsules,  powder  for  injectables  and  suppositories,  one  biotech
facility producing  Erythropoietin ("EPO") injectables and one chemical facility
producing bulk  clavulanic  acid. The fourth  facility  produces bulk 7-ACA,  an
intermediate for Cephalosporin  antibiotics by a fermentation process.  7-ACA is
an intermediate and no GMP is required for the production facility.  The Company
now has 329  drugs  approved  by the  Chinese  SFDA of which 101 are sold in the
Chinese  markets while products from the Chemical and Biotech  division are also
sold in selected international markets.

     As discussed below, the Company  completed the acquisition of Oriental Wave
Holding Ltd.  ("Oriental  Wave") on January 12, 2005 which transformed us from a
single product company into a diversified  pharmaceutical company with three key
business units consisting of a Biotech Division for biotech products, a Chemical
division for bulk pharmaceutical  intermediate and API and a Pharma division for
formulated generic drugs, such as powder for injections and oral formulations.

     The Company's  headquarters,  located in Vancouver,  accommodates corporate
functions  such as  financial  reporting,  SEC  compliance,  corporate  finance,
investor relations, international sales and marketing and regulatory affairs for
international  product  approval.  The Company  also has a  Corporate  office in
Beijing,  China  to  manage  all the  businesses  in  China  including  strategy
formulation in the Chinese market, product development, production and sales and
marketing  management.  Through the acquisition,  the Company has  significantly
increased the size of operations through Oriental Wave with approximately  1,800
employees, over 1,200 contract sales representatives in China, and approximately
63 key products in 101 different dosages and presentations currently in the

                                       3


market.   The   Company   maintains   a  sales   network  of  over  1,200  sales
representatives  in 63  contracted  sales  offices  throughout  China for Pharma
products  sales and  marketing,  while it uses a direct sales model  through the
in-house  sales  department  to sell  Chemical  products to other  domestic  and
international pharmaceutical companies.

Corporate History

     The Company  was  originally  formed on August 22,  1989,  as First  Geneva
Investments,  Inc.  First  Geneva  Investments  was  formed  for the  purpose of
evaluating and acquiring  businesses.  On August 17, 1998, the Company  acquired
Allwin Newtech Ltd., a British Virgin Islands  corporation.  Allwin Newtech Ltd.
was formed on February 10, 1998,  for the purpose of  developing  pharmaceutical
products in China.  Allwin Newtech owns certain  technology  used to enhance the
efficiency  of producing  EPO. On September 21, 1998,  First Geneva  Investments
changed its named to Dragon Pharmaceutical Inc.

     On January 12,  2005,  we  completed  the  acquisition  of  Oriental  Wave.
Oriental  Wave  is   principally   engaged  in  the   production   and  sale  of
pharmaceutical  products.  In connection  with the acquisition of Oriental Wave,
the Company issued  44,502,004  shares of common stock to the three prior owners
of  Oriental  Wave.  As a result,  these three  prior  owners of  Oriental  Wave
collectively own 70.78% of our outstanding  shares.  The acquisition of Oriental
Wave  allows  us to expand  our  range of  products,  leverage  both  companies'
marketing  networks  in China and in  international  markets,  and  improve  our
ability to execute our combined business strategy.

     Oriental Wave,  incorporated  in the British Virgin  Islands,  is a holding
company of Shanxi Weiqida  Pharmaceutical Ltd. ("Shanxi Weiqida"), a China based
pharmaceutical  company  engaged  in  the  production,  marketing  and  sale  of
pharmaceutical  intermediates,  active  pharmaceutical  ingredients  and generic
formulation drugs.

Significant subsidiary

     Shanxi Weiqida  Pharmaceutical Ltd. ("Shanxi Weiqida") was primarily formed
and organized  through the  acquisition of assets from three Chinese  companies.
Two of  these  acquisitions  were  completed  out of  bankruptcy  procedures  of
state-owned pharmaceutical companies.

     Shanxi Weiqida was formed in January 2002 as a Chinese domestic company. At
the time it was established,  Shanxi Weiqida acquired,  for no cost, from Shanxi
Tongling  Pharmaceutical  Co.,  Ltd., or Shanxi  Tongling,  all drug  production
permits, and product licenses of Datong No. 2 Pharmaceutical  Factory, or Datong
No. 2 Pharmaceutical. The assets of Datong No. 2 Pharmaceutical were acquired by
Shanxi  Tongling  in June  2001  out of  bankruptcy  for RMB  42.3  million,  or
approximately $5.1 million.  Shanxi Tongling was founded in 1994 by Mr. Han, our
current Chief Executive Officer.

     In April 2002 Shanxi Weiqida  acquired from Shanxi Tongzhen  Pharmaceutical
Co. Ltd., or Shanxi Tongzhen, all of its product licenses and production permits
in consideration for assuming  approximately  RMB 6.7 million,  or approximately
$0.8 million, of bank debt upon the liquidation of Shanxi Tongzhen.

     In June 2002,  Shanxi Weiqida  purchased the assets  relating to a capsules
and  injectables  production  line,  including  certain  equipment,   inventory,
receivables and product licenses and related production permits,  from Aurobindo
Tongling (Datong)  Pharmaceutical Co., Ltd., or Aurobindo Tongling (Datong), for
consideration of approximately RMB 33.75 million, or approximately $4.1 million.
At the time of the  transaction,  Mr.  Han was also the  Chairman  of  Aurobindo
Tongling (Datong).

                                       4


     In August 2002, the control of Shanxi  Weiqida was  transferred to Canadian
First  Pharmaceutical  Co., Ltd., or Canadian First  Pharmaceutical,  and Shanxi
Weiqida was  re-established  as a Wholly Foreign Owned  Enterprise under Chinese
Law.  Canadian  First  Pharmaceutical  was  controlled  by Mr. Han. As a result,
Canadian First  Pharmaceutical  became the holding company of Shanxi Weiqida and
had no other  operations or business other than Shanxi  Weiqida.  In March 2003,
Canadian First Pharmaceutical transferred its entire ownership in Shanxi Weiqida
to Oriental Wave.  Oriental Wave has no other  operations or business other than
Shanxi Weiqida.

     In September 2002,  Shanxi Weiqida acquired out of bankruptcy all assets of
Datong  Pharmaceutical   Factory,  or  Datong   Pharmaceutical,   a  state-owned
enterprise, including the land use rights of Datong Pharmaceutical.  Pursuant to
the acquisition agreement entered into with the Datong Economic Committee of the
Datong Municipal Government, Shanxi Weiqida acquired the assets in consideration
for assuming all liabilities related to the employees of Datong  Pharmaceutical.
The  agreement  requires  Shanxi  Weiqida to pay the former  employees of Datong
Pharmaceutical  certain  minimum  wages and health  care costs until the date of
their re-employment, retirement or death, whichever occurs first. Shanxi Weiqida
has arranged for the  re-employment  or retirement of  approximately  85% of the
Datong Pharmaceutical employees.

     In February 2003,  Shanxi Weiqida  commenced  construction  of a Clavulanic
acid  manufacturing  facility,   which  was  completed  in  August  2003.  Pilot
production began in August 2003 and full-scale production began in January 2004.
Construction  of Shanxi  Weiqida's 7-ACA workshop was completed in December 2003
and pilot  production  of 7-ACA  commenced  on July 1, 2004.  In July 2005,  the
Company started to ramp up the production.

     As a result of the  acquisitions  and expansions  described  above,  Shanxi
Weiqida  has  developed   into  a   comprehensive,   integrated   GMP  certified
pharmaceutical   and  development   company.   Shanxi  Weiqida  owns  production
capabilities to manufacture both  pharmaceutical  drugs and bulk  pharmaceutical
API and  pharmaceutical  intermediates  through its Pharma Division and Chemical
Division.  In its 258,300 square feet manufacturing  campus, the Pharma Division
operates one powder for injection workshop, one general formulation workshop and
one  sterilized  bulk drug workshop.  In its 818,100  square feet  manufacturing
campus, the Chemical Division produces Clavulanic Acid and 7-ACA.

     In August,  2005,  the Company  closed its Biotech  production  facility in
Nanjing,  China and started the relocation of the Biotech production facility to
a site next to the Chemical  Division campus in Datong,  China.  The new Biotech
production  facility was completed at the end of December,  2005 and the Company
received the GMP  certification  for this new facility  from the Chinese SFDA on
December 29, 2005.  It is expected  that  production  at this new facility  will
begin during the first quarter of 2006.

     Shanxi  Weiqida's  head office is located in a special  economic  region in
China.  According to the tax laws for foreign  enterprises,  Shanxi  Weiqida was
granted a two-year  national  income tax  exemption  beginning in the first year
after it became  profitable  and a 50%  national  income tax  reduction  for the
following three years.  Shanxi Weiqida became  profitable in 2003.  According to
the current tax policy,  the  applicable  tax rate for Shanxi  Weiqida for 2005,
2006 and 2007 is 18%.

Business Segments

     The Company  operates  three key business  units  consisting  of a Chemical
division for bulk  pharmaceutical  API and intermediate  such as Clavulanic acid
and 7-ACA, a Pharma division for formulated drugs, including prescription drugs,
over-the-counter  drugs,  and sterilized  bulk drugs and a Biotech  division for
biologics products, such as Erythropoietin or EPO.

                                       5


Chemical Division

     The Chemical  Division's  facilities  are located on Datong  Gongnong Road,
Datong City,  Shanxi Province,  China. The Chemical  Division  produces the bulk
pharmaceutical  intermediates and API to sell to other pharmaceutical  companies
for further  processing and  formulation  into finished  products.  The Chemical
Division  manages the  production of Clavulanic  acid and 7-ACA for both Chinese
and  international  markets.  The designed  production  capacity for  Clavulanic
Potassium and 7-ACA were 30 tons and 400 tons respectively.  After the Company's
investment in the process optimization and technology  improvement,  the current
production  capacity  reaches 50 tons and 600 tons for Clavulanic  Potassium and
7-ACA  respectively.  The production for Clavulanic  Acid was started in January
2004 and the  production  of 7-ACA  was  started  in July  2004.  One of the key
products in Chemical  Division is  Clavulanic  acid, a drug that  combines  with
antibiotics  increase the effectiveness of the antibiotics.  Dragon is currently
the only  producer  of  Clavulanic  acid in China.  Another  key  product in the
Chemical Division is 7-ACA, an intermediate for Cephalosporin  antibiotics.  The
600-ton  production  capacity of 7-ACA positions Dragon among the main producers
in the world. The export of 7-ACA to India commenced in 2004. In 2004,  Dragon's
Chemical  Division entered into a 3-year long term supply agreement with a large
Indian pharmaceutical company and the Company currently set a target to sell 50%
of production to the Indian market.  The Chemical Division operates its business
strategies  to  upgrade  its  technology  in order to  improve  yields and lower
production  cost, to develop 7-ACA and Clavulanic acid downstream bulk products,
and to apply for  approvals  in the US and EU to enter into  European  and North
American markets.

     On June 30, 2004,  the Company also entered a non-binding  letter of intent
with an arm's  length  customer  to  provide  this  customer  with  third  party
manufacturing  services for the production of Abamectin,  an antibiotics used in
agriculture.  The  production  facility  was  completed  by the customer but the
customer is in the process of reconsidering the product portfolio to be produced
in such facility due to the market  condition of Abamectin.  It is expected that
the production in such facility will be delayed towards the end of 2006.

Pharma Division

     The Pharma  Division's  operations  are located in the Datong  Economic and
Technology  Development  Zone,  Datong  City,  Shanxi  Province,  China.  Pharma
Division produces chemical generic,  mainly  anti-infectious,  drugs. The Pharma
Division currently holds approximately 319 product approvals from SFDA, of which
only 85 prescription, over-the-counter and sterilized bulk products in different
dosages and presentations  are currently  commercialized in China. At the end of
December,  2005, the Company  completed a new workshop for the  freeze-drying of
temperature  sensitive   pharmaceutical   products.   Among  these  products  is
Levofloxacin,  a product marketed by the Company whose production was outsourced
to a third  party  contract  manufacturer.  The  Pharma  Division  operates  its
business  strategies to focus on the expansion  and  development  of the Chinese
market by managing its product  portfolio and selecting  potential  products for
commercialization.

Biotech Division

     The Biotech  Division's  facility was  relocated to Datong,  China from its
original  production site in Nanjing City,  China at the end of December,  2005.
The new EPO production site is adjacent to the campus of the Chemical  division,
which already  includes the entire basic  infrastructure  such as power,  steam,
purified water supply and water treatment facilities.  The relocation of the EPO
production  site to Datong will allow the Company to  capitalize on the existing
production  infrastructure and the efficiency of unified operational management.
In the new facility,  it is  anticipated  that the capacity for bulk EPO will be
doubled to 120 grams and the capacity  for sterile  vialing will be tripled to 5
million vials.  The sole product of the Biotech  Division is  Erythropoietin  or
EPO, an injectable that stimulates red blood cell development.  Dragon's Biotech
Division  develops,   manufactures  and  markets  generic  EPO  with  China  and
developing  countries as the current core markets, and has already been approved
and  sold  in  9  countries:   China,  India,  Egypt,   Brazil,  Peru,  Ecuador,

                                       6


Trinidad-Tobago,  Dominican Republic and Kosovo. Currently, Dragon's EPO is sold
only in countries where there is no patent  protection.  In the past, Dragon was
preparing to enter the European market with a new EPO product under  development
in Austria.  However, in January 2006, the Company sold the development contract
with the Austrian  partner to a related party for $1 million cash and assumption
of all obligations  under the contract.  (See "Certain  Relationship And Related
Transactions")

     The Biotech  Division  operates its business  strategies to increase market
share through the  integration of its sales network with the Pharma division and
to increase  the sales in  surgical  usage as one of the two  approved  surgical
indication suppliers.

Products

The following  table  describes the top five products of the Company in terms of
revenue contribution.


                         

No.     Drug Name       Category                Presentation    Treatment                  % of 2005 Revenues
---     ---------       --------                ------------    ---------                  ------------------

1.      7-ACA           Pharmaceutical          Bulk            An intermediate for              32.35%
                        Intermediate                            Cephalosporin  antibiotics.


2.      Clavulanic      API                     Bulk            For use together with            16.25%
        Acid                                                    antibiotics to make the
                                                                antibiotics more effective
                                                                and longer-lasting

3.      EPO             Biologic                Injectable      For use in the treatment of:      6.80%
                                                                anemia caused by chronic renal
                                                                failure, and surgery

4.      Mezlocillin     Penicillin              Power for       For use in the treatment of:      6.09%
                                                injection       Febrile, granulocytopenic cancer
                                                                patients

5.      Sulbactam       Penicillin              Powder for      For use in the treatment of       4.89%
        Amoxicillin                             injection       infections of the lungs throat,
                                                                sinuses, kidneys, bladder and
                                                                skin.

        Total                                                                                     66.38%




Pharma Division

     The  Company,  through  Shanxi  Weiqida,  owns  approximately  319  product
licenses and permits issued by the SFDA in eight presentation formats: 133 types
of  tablets,  15 types of  granules,  10  types  of  suppositories,  23 types of
capsules,  76 types of powders for  injection,  18 types of bulk  pharmaceutical
chemicals,  and 44  types  of  injectables.  In 2005 the  Company  produced  and
marketed 85 of the possible 319 products it was entitled to sell.

     The  Pharma   Division   of   operates   in  both  the   prescription   and
over-the-counter   pharmaceutical   market  segments.   It  primarily   produces
anti-microbial   drugs  that  fall  within  the  anti-infectious  and  synthetic
anti-bacterial  segments.  The  following  chart shows the  categories  of drugs
produced by the Pharma Division.

                                       7



                         



                                                  Antimicrobial
                                                        |
                                                        |
                                                        |
         --------------------------------------------------------------------------------------------------
        |                 |                    |                  |                    |                   |
        |                 |                    |                  |                    |                   |
Anti-infection      Synthetic               Others                Anti-           Anti-fungi           Anti-viral
    Drugs(1)     Anti-bacteria(1)                            mycobacteria            Drugs               Drugs

        |                 |
        |                 |
        |                 '-----------------------------------------------------
        |                                                                       |
        |                                                                       |
        |-----Penecillins (1)------------------ Sulbactam Amoxicillin (1)       |---- Sulfonamides
        |                                 |                                     |
        |                                 |                                     |
        |                                 |---- MezlocilLin (1)                 |---- Quinolones (1) ---------- Levoflaxin (1)
        |---- Cephalosporins(1)------     |                                     |
        |                            |    |                                     |
        |                            |    |---- Cloxacillin (1)                 |---- Nitroimidazoles (1)------ Metronidazole (1)
        |                            |    |                                     |
        |---- Aminoglycosides        |    |                                     |
        |                            |    |---- Ampicillin Cloxacillin (1)      '---- Nitrofurans
        |                            |    |
        |                            |    |
        |---- Amphenicols            |    |---- Amoxicillin
        |                            |    |
        |                            |    |
        |                            |    |---- Phenoxvnethu Penicillin Pottasium (1)
        |---- Tetracylines           |    |
        |                            |    |
        |                            |    '---- Amoxicillin Clavulanate Potassium (1)
        |                            |
        |---- Macrolides(1) ------   |
        |                         |  |--------- Ceftriaxon (1)
        |                         |  |
        |                         |  |
        |                         |  |--------- Cefadroxl (1)
        |                         |  |
        |                         |  |
        |                         |  '--------- Cefotaxime Sodium (1)
        |                         |
        |                         |
        |                         '------------ Roxithromycin (1)
        |
        |
        '----- Others(1)-----------
                                   |
                                   |
                                   '----------- Fosformycin Sodioum (1)

(1)  Products produced by Shanxi Weiqida




Chemical Division

     The  Chemical  Division  currently  produces  Clavulanic  acid  and  7-ACA.
Clavulanic acid is used together with  antibiotics to make the antibiotics  more
effective and  longer-lasting.  7-ACA is an intermediate which is converted into
active pharmaceutical ingredients to produce Celphalosporin antibiotics.

     Clavulanic  acid.  Beta-lactam  antibiotics,  such as the  penicillins  and
cephalosporins,  act by disrupting the development of bacterial cells walls thus
causing the disintegration of the bacteria. However, some bacteria have acquired
the genes to produce  enzymes which  inactivate  this mode of action - so called
beta-lactamases  and thus  drastically  reducing  the  efficacy of this class of
antibiotics.  Clavulanic  acid acts to inhibit the  effectiveness  of  bacterial
beta-lactamases  since they are much more  inclined to bond to  Clavulanic  acid
than to beta-lactam  antibiotics.  In this way, bacterial  beta-lactamases  miss
their target and the  antibiotic  has free access to the bacterial wall which it
affects.

                                       8


     The  Company's  Clavulanic  acid  technology  and  production  process  was
licensed and transferred from Alpha Process Trust Reg., or Alpha Trust. With the
commencement  of the production of Clavulanic  acid in January 2004, the Company
became the first commercial scale producer in China. By being the first producer
in China,  the  Company  believes  it has a  competitive  advantage  over  other
manufacturers  to fulfill  demands for Clavulanic  acid  domestically as well as
internationally.

     7-ACA.7 -ACA is made from  Cephalosporin  C and is a key  intermediate  for
synthesizing cephalosporin antibiotics,  the a-lactam antibiotics family. Target
the synthesis of peptidoglycan layer of the bacterial cell wall. Produced by the
fermentation  of a filamentous  fungus  (Cephalosporium  acremonium now known as
Acremonium  chrysogenum),  cephalosporin C in the fermentation broth is isolated
from the biomass by  filtration.  The strongly  hydrophilic  Cephalosporin  C is
purified by laborious adsorption and ion exchange steps.  Cephalosporin C can be
a  free  acid  or  a  salt  (sodium,  potassium  or  zinc).  The  conversion  of
Cephalosporin C to 7-ACA has 2 methods, chemical process, and enzymatic process.
The Company adopts the chemical process in the conversion of Cephalosporin C.

Biotech Division

     The  Company's   primary  product  of  the  Biotech   division  is  EPO,  a
glycoprotein  that  stimulates  and regulates the rate of formation of red blood
cells.  In adult  humans,  EPO is produced by the kidneys and acts on  precursor
cells to stimulate cell proliferation and differentiation  into mature red blood
cells.  Kidney disease and chemotherapy or radiation therapy for treating cancer
may impair the body's  ability to produce EPO and, in turn,  reduce the level of
red blood cells to less than  one-half that of healthy  humans.  The shortage of
red blood cells leads to  insufficient  delivery of oxygen  throughout the body.
The result is anemia, which symptoms include fatigue and weakness.

     One of the treatments for anemia is to provide EPO protein.  This treatment
is  administered  through  dialysis tubing or by injection  approximately  three
times per week. EPO is most commonly  administered  to people with chronic renal
failure,  HIV patients being treated with anti-viral  drugs, and cancer patients
on chemo or radiation  therapy.  The  treatment is less  dangerous and generates
fewer  adverse side  effects  than  alternative  treatments  that include  blood
transfusions  and  androgen  therapy.  However,  side effects of EPO may include
hypertension,  headaches,  shortness of breath,  diarrhea,  rapid heart rate and
nausea.

     While EPO has been tested to be  effective  in treating  anemia,  there are
other drugs and treatments  currently that exist or are in development  that can
treat  anemia.  These  alternative  drugs or  treatments  could be  proven  more
effective,  less expensive or preferable to customers than EPO. The inability of
EPO to compare favorably to these alternative drugs could have an adverse affect
on our business.

                                       9


Sales and Marketing

     Sales  from the  Pharma  Division  are made  solely  in China  and from the
Chemical and Biotech Divisions in China and overseas. The table below sets forth
the Company's sales by product segments:


                                                2004                   2005
------------------------------------ ------------ --------- ------------ -------
                                     $ Million    %         $ Million    %
------------------------------------ ------------ --------- ------------ -------
Pharma Division

China                                24.77        100%      25.08        100
International (outside of China)     -

Chemical Division

China                                2.80         66%       17.69        65%
International (outside of China)     1.45         34%       9.64         35%

------------------------------------ ------------ --------- ------------ -------
Biotech Division

China                                -                      3.02         79%
International                        -                      0.81         21%

------------------------------------ ------------ --------- ------------ -------
Total                                29.02        100%      56.24        100%

     All above sales of the Pharma Division and the Chemical  Division were made
in China. The Company expects to add  international  sales in the coming futures
as the Company is actively exploring the unregulated markets,  such as India and
other  developing  countries,  for  the  Chemical  division  products  and  will
eventually  extend its market  coverage to regulated  markets such as Europe and
North America.

     During  2004  and  2005,  sales to the  Company's  five  largest  customers
accounted  for   approximately   12.4%  and  32.9%  of  the   Company's   sales,
respectively;  while  sales to the  Company's  largest  customer  accounted  for
approximately 2.7%% and 11.9% of the Company's sales,  respectively.  Currently,
except for the Aurobindo Biopharma  contract,  the Company has historically made
its sales through purchase orders and not through long-term contracts.

Sales Models

     The  Company  maintains  different  sales and  distribution  models for the
Pharma,  Biotech and Chemical  Divisions.  For the Pharma and Biotech Divisions,
the Company sells through sales agents or its 63 sales offices throughout China.
Each sales office is managed by a Sales Manager employed by the Company,  who is
responsible for marketing, promoting and selling the division's products as well
as   managing   sales   representatives.   The  Company  has  over  1,200  sales
representatives  located  throughout  China.  These  sales  representatives  pay
regular  site  visits to  pharmacy  wholesalers  and  retailers,  hospitals  and
distributors to conduct market research, gather opinions on products and promote
the Company's products.

     For the Chemical Division, the Company uses a direct sales model with sales
made through the sales department  located in Datong City. The customers for the
Chemical Division are other pharmaceutical companies which will use the products
for further processing and formulation.

                                       10


Pricing Policy

     Approximately  46 out of the 89  products  from  the  Pharma  Division  and
Biotech  Division  of the  Company,  accounting  for  approximately  34% of 2004
company total sales and 27% of 2005 company  total sales,  are subject to retail
price  controls  imposed by the government  administration  authorities or other
relevant  authorities in China. The main objective of price control policy is to
set an upper limit to the retail prices of  pharmaceutical  products in order to
prevent  excessive  increases  in the  prices of  pharmaceutical  products.  The
Company's  products  from  Chemical  Division  are not  subject to retail  price
control and are market-priced products.

Facilities

     The Company has a  headquarters  in  Vancouver,  Canada to provide  certain
corporate  functions  of the  Company,  such  as  Finance,  Investor  Relations,
International  Regulatory Affairs and International  marketing.  The Company has
one  manufacturing  facility  for the  Pharma  Division  and  two  manufacturing
facilities for the Chemical  Division in Datong.  China.  The Company's  biotech
facility was originally located in Nanjing, China but was closed in August, 2005
and relocated to Datong, China.

     Company's  manufacturing  facility  of the  Pharma  Division  has a size of
approximately  258,300  square  feet and is located in the Datong  Economic  and
Technology  Development  Zone in Datong  City,  Shanxi  Province of China.  This
fully-integrated   facility  includes  an  office  building,   three  production
workshops  (formulation drugs,  sterilized bulk drugs and powder for injections)
that house a total of eight production lines (four in the formulations workshop,
one in the sterilized bulk drugs workshop and three in the powder for injections
workshop),  utility  infrastructure,  quality  assurance and quality control and
warehouse  area.  The Company holds the land use right for this  facility  until
June 2047.

     Company's  Chemical  and Biotech  Division  facilities  are also located in
Datong City.  This campus,  with a total area of  approximately  947,200  square
feet, houses the Clavulanic acid production  facility,  power, boiler, steam and
water facilities and 7-ACA production facility and EPO production facility.  The
land use right for this facility expires in August 2053.

     All  manufacturing  facilities  of the Company  that are required to be GMP
certified, have been certified under current Chinese regulations.  Company's GMP
certificate  for the  Pharma  Division  facility  will  expire and is subject to
recertification  in August 2008 and the GMP  certificate for the Clavulanic acid
facility of the Chemical division will expire and is subject to  recertification
in January  2009.  The Company was granted the GMP  certificate  for its biotech
facility on December 29, 2005. Such GMP  certificate  will expire and is subject
to  recertification in December 2010. The 7-ACA facility does not need to be GMP
certified.  All  the  facilities  of the  Company  have  been  designed  to meet
potential production demands into the foreseeable future.

Competition

Chemical Division

     Clavulanic  acid. The world  production of Clavulanic  acid is dominated by
manufacturers  located in Europe.  Among them, Lek  Pharmaceutical  and Chemical
Company of Slovenia, SmithKline Beecham Pharmaceuticals of Britain, Deva Holding
A.S.  of Turkey,  Amifarma  S.L.  of Spain and DSM of the  Netherlands,  are the
leading manufacturers of Clavulanic acid.

     There are currently only four companies that obtained the product  approval
of bulk Clavulanic acid in China. The Company is currently the only manufacturer
of such product in China. However, it is expected that Zhangjiakou International

                                       11


Pharmaceutical,  Shanghai  Antibioticos and Zhuhai Lianbang  Pharmaeutical  will
enter the Chinese market during 2006.

     7-ACA

     Production  of 7-ACA  is  concentrated  among a few  European  and  Chinese
manufacturers.   The  Company  will  face  significant  competition  from  these
companies.  The Company's competitors include Antibioticos,  a subsidiary of the
Fidia Group of Italy and Biochemie, a subsidiary of Novartis of Switzerland.  In
addition,  in the Chinese market there are four leading  Chinese  manufacturers:
China Pharmaceutical, Shangdong Lukang Pharmaceutical, Fuzhou Pharmaceutical and
Harbin Pharmaceutical.

Pharma Division

     The  world  market  for  anti-infectious  drugs is highly  competitive  and
producers in this market include some of the largest  pharmaceutical  companies,
including Pfizer Inc., GlaxoSmithKline, Schering-Plough, Abbott Laboratories and
Sandoz.

     There are numerous pharmaceutical manufacturers of anti-infectious drugs in
China. The top four producers are Harbin Pharmaceutical Group Holding Co., Ltd.,
Shijiazhuang  Pharmaceutical Group Co., Ltd., Shanghai  Pharmaceutical Co., Ltd.
and North China Pharmaceutical Co., Ltd. All these companies or their affiliates
are  publicly  traded  companies  listed  on the  Shanghai  or Hong  Kong  stock
exchanges. All of these competitors are substantially larger than the Company as
they were all  state-owned  enterprises  before becoming public and some of them
are still partially owned by the Chinese  government.  These larger  competitors
may enjoy the benefits of economies of scale and  therefore be able to afford to
sell  competing  products  at lower  prices than the  Company.  This may have an
adverse effect on the Company's profitability.

Biotech Division

     We have  estimated  that the world  market for EPO to be  approximately  $9
billion  in annual  sales and  believe  the  market is  growing.  The  market is
dominated  by three  firms:  Amgen Inc.  of  Thousand  Oaks,  California;  Ortho
Pharmaceutical  Corp., a subsidiary of Johnson & Johnson, Inc. of New Brunswick,
New Jersey; and Kirin Brewery Company Limited of Japan. EPO is marketed by Amgen
as "Epogen," by Johnson & Johnson as  "Procrit/Eprex"  and by Kirin as "Espo." A
fourth  participant  in the  international  EPO  market is Roche  Holding  AG of
Switzerland, which markets an EPO drug with a different heritage.

     Amgen was  granted  United  States  rights to market EPO under a  licensing
agreement with  Kirin-Amgen,  Inc., a joint venture between Kirin and Amgen that
was  established  in 1984.  Johnson & Johnson  acquired  the  rights to EPO from
Kirin-Amgen  for all treatments  except kidney dialysis in the United States and
for  all  uses  outside  the  United  States  in  1985.  Both  Amgen  and  Kirin
individually manufacture and market EPO for China and Japan. These international
drug companies all have more financial resources than we do.

     In addition to these  international  drug companies,  we are competing with
existing and potential Chinese producers such as Sunshine SS Pharma and Sinogen.
Many of our competitors may have greater financial,  technical and manufacturing
resources than we have.  These  resources would allow our competitors to respond
more  quickly to new or  emerging  advances in the drug  industry  and to devote
greater resources to the development, promotion and sale of their products.

     Potential  competition  in  the  EPO  market  includes  other  products  or
technologies  that are  successful in treating  anemia.  Amgen has sole right to
Novel Erythropoiesis  Stimulating Protein, a second-generation EPO molecule that
will pose serious  competition  to the existing  products  because it offers the
possibility of less frequent dosing (i.e., once a week rather than three times a
week).

                                       12


     In  addition,   current  and  potential   competitors  may  make  strategic
acquisitions or establish  cooperative  relationships  among  themselves or with
third  parties  that could  increase  their  ability to reach  customers  in the
Chinese market. Such existing and future competition could affect our ability to
penetrate the Chinese market and generate sales. No assurances can be given that
we will be able to compete  successfully against current and future competitors,
and any failure to do so would have a material adverse effect on our business.

Intellectual Property, Government Approvals and Regulations

Intellectual Property

     The Company,  through its  subsidiary,  Shanxi  Weiqida,  has 15 registered
trademarks and has applied for  registration  of another 19 trademarks in China.
The  Company  has not  applied  to patent  any of its  products,  techniques  or
procedures.

     Other than obtaining  product  protection from the SFDA for each of the new
products developed,  The Company does not have any other measures to prevent any
infringement  of its  intellectual  property  rights.  Currently,  three  of the
Company's manufactured  pharmaceutical  products, is entitled to protection with
which the SFDA will not issue  additional  drug permits other than those already
issued  during the  protection  period.  The  following  table  illustrates  our
products with protection period and their respective expiration dates.


Product Name                                                      Expiration
----------------------------------------------------------------- --------------
Levofloxacin Hydrochloride for Injection                          May 2006
Sulbactan Sodium Amoxicillin Sodium for Injection                 April 2006
Mezlocillin Sodium - Sulbactam Sodium for Injection               December 2009


Regulation of the Chinese Pharmaceutical Industry

     The  modernization  of  regulations  for  the  pharmaceutical  industry  is
relatively  new in China and the manner and  extent to which  this  industry  is
regulated will continue to evolve. As a pharmaceutical  company,  Shanxi Weiqida
is  subject  to  the  Pharmaceutical   Administrative  Law,  which  governs  the
licensing, manufacture, marketing and distribution of pharmaceutical products in
China. Additionally,  Shanxi Weiqida is subject to varying degrees of regulation
by governmental agencies in China.

     Principal  supervisory  authority in the  industry.  SFDA is the  principal
supervisory   authority  in  the  pharmaceutical   industry  in  China.  It  was
established  in March 2003 on the basis of the former State Drug  Administration
of China,  which was  established in March 1998. The SFDA is responsible for the
administrative  and  technological  supervision of the research,  production and
trading of  pharmaceutical  products  and the  consolidated  supervision  of the
safety management of food, health care and cosmetic products.

     Certificates,  permits and licenses for  pharmaceutical  manufacturing  and
trading enterprises.  A pharmaceutical  production  enterprise or pharmaceutical
trading  enterprise  must  apply  for the  relevant  permit  from  the  relevant
regulatory  department  in  China.  The  Industry  and  Commerce  Administration
Department  will  issue a  "business  license"  only  after  the  pharmaceutical
regulatory department has considered the application and approved the issue of a
"pharmaceutical  production  permit" or  "pharmaceutical  trading permit".  Such
permits are valid for a period of five years and application for renewal must be
made six months  prior to its expiry  date.  A new permit  will be issued  after
reassessment, examination and approval by the relevant pharmaceutical regulatory
department.
                                       13


     Good Manufacturing  Practices ("GMP"). GMP is a set of standards in respect
of quality  management of the manufacturing of pharmaceutical  products which is
promoted by the World Health Organization  ("WHO").  These are applicable to the
entire pharmaceutical  production process and the key working procedures for the
production  of raw  materials  which  affect the  quality of  finished  medicine
products. Many countries have formulated their own requirements for GMP based on
the  GMP  promoted  by  WHO.  The   Administration   Center  of   Pharmaceutical
Certification of the SFDA is responsible for pharmaceutical GMP certification in
China. A GMP  certificate is valid for a term of five years and  application for
renewal has to be submitted three months prior to its expiration date.

     Registration  of  pharmaceutical   products.  All  pharmaceutical  products
proposed to be sold in China (including  previously unapproved drugs, changes in
the form or method of administration  of previously  approved drugs and imported
pharmaceutical  products) are required to be  registered  and obtain an approved
pharmaceutical  number  granted by the SFDA.  The  procedures  for  applying for
registration  of  pharmaceutical  products  can be  generally  divided  into the
following  stages:

     o    after  completion  of the  pre-clinical  research of the new medicine,
          application for  registration of the new medicine must be submitted to
          the drug  regulatory  authorities at the provincial  level for review.
          The  drug  regulatory  authorities  at  the  provincial  level,  after
          completion  of its  review,  may submit its  opinion and report to the
          SFDA for review;

     o    if all the  requirements  are  complied  with,  the SFDA will  issue a
          notice of  acceptance  and proceed with its  assessment  on whether to
          grant the approval  for  conducting  the clinical  research on the new
          medicine;

     o    after  obtaining the approval for conducting the clinical  research by
          the  SFDA,  the  applicant  may  proceed  with the  relevant  clinical
          research   (which  is  generally   divided   into  three   phases)  at
          institutions with the appropriate  qualifications;

     o    after completion of the relevant clinical research, the applicant must
          submit  its  clinical  research  report  together  with  the  relevant
          supporting  documents  to  the  drug  regulatory  authorities  at  the
          provincial  level and provide the raw materials of the new medicine to
          the China Examination Bureau of Pharmaceutical and Biological Products
          (the "China Examination Bureau");

     o    the  China  Examination   Bureau  will  arrange  for  the  conduct  of
          examination  of the raw  materials  supplied by the relevant  medicine
          examination  institutes  which will then issue the examination  result
          report;

     o    the drug  regulatory  authorities  at the  provincial  level must then
          review the relevant documents,  conduct site inspection,  exam samples
          and,  thereafter,  submit its  opinion,  inspection  reports and other
          application  materials  to the  SFDA  for  review;  and

     o    if all  the  regulations  are  complied  with,  a  certificate  of new
          medicine and a pharmaceutical  approval number (if the applicant has a
          valid  Pharmaceutical  Products  Production  Permit and the  requisite
          production  conditions  for the new  medicine)  will be granted by the
          SFDA.

     Prescription   medicines  and  over-the-counter   medicines.   Prescription
medicines  must be  dispensed,  purchased  and taken  with the  prescription  of
practicing doctors or assistant doctors. Purchase of over-the-counter  medicines
do not require doctors' prescriptions and can be dispensed,  purchased and taken
by users. The SFDA is responsible for the selection, approval,  publication, and
revision of the over-the-counter medicine catalogue.

                                       14


     Wholesalers of prescription and over-the-counter medicines and retailers of
prescription and  over-the-counter  type A medicines must hold a "pharmaceutical
trading  enterprise  permit".  Commercial  entities  may engage in the retail of
over-the-counter  type B medicines  subject to the  approval  of the  provincial
pharmaceutical  regulatory authorities or their delegated bureaus.  Prescription
medicines  may be  advertised  only in  medical  journals  and  over-the-counter
medicines may be advertised in the mass media.

     Import  and  export  restriction.   Imported  pharmaceutical  products  are
required  to meet  certain  safety  and  quality  standards  set by the  Chinese
government.  In addition,  these products  should have been approved for sale in
the  country or region  where they are  manufactured.  If the  products  are not
approved in the foreign  countries,  they can be  imported  only  subject to the
approval  from the SFDA.  The export of  pharmaceutical  products  when there is
shortage of supply in China may be restricted or prohibited.

     Price control.  In July 2000, in order to enhance market competition of the
pharmaceutical  industry  and to  reduce  medical  expenses,  the  former  State
Development  and  Planning  Commission  of the PRC  promulgated  a new policy in
respect of  reforming  the price  control of  pharmaceutical  products in China.
According to the policy, the price of pharmaceutical  products is subject to the
control of the price  supervising  bureau at state and  provincial  levels.  The
bureau  generally  classifies  pharmaceutical  products  into  two  groups:  (1)
government-pricing    pharmaceutical    products;    and   (2)    market-pricing
pharmaceutical products.

     Pharmaceutical products where prices are determined by National Development
and  Reform  Commission  of the PRC are  limited to  Category  A  pharmaceutical
products  listed in Medicine  Catalogue of National Basic Medical  Insurance and
pharmaceutical  products with  monopolistic  attributes  (including  anaesthetic
medicines,  certain type of psychiatric  medicines,  vaccines and  contraceptive
drugs).  The price of Category B pharmaceutical  products listed in the Medicine
Catalogue  of National  Basic  Medical  Insurance  are  determined  by the price
supervising bureau at the provincial level according to the price  determination
policies adopted by the Central Government.

     On November 21, 2000, the former State Development and Planning  Commission
of the PRC  promulgated  Notice  Regarding Rules on Application for Approval for
the Prices of Pharmaceutical Products set by the PRC Government, stating that:

     (i)  for all  pharmaceutical  products first launched in China as listed in
the price index of the State Development and Planning  Commission of China, drug
manufacturing   enterprises   are   required  to  submit   their   price-setting
applications  to the price  supervising  bureau  at the  provincial  level.  The
provincial price supervising bureau would then transfer such applications to the
former State  Development  and Planning  Commission  of the PRC after review for
further approval;

     (ii) for all new pharmaceutical  products first launched in China as listed
in the price index of the provincial government,  drug manufacturing enterprises
are required to submit their  price-setting  applications  to price  supervising
bureau at the provincial level;

     (iii) for the  patented  pharmaceutical  products,  Categories  1 and 2 new
pharmaceutical  products  not listed in Medicine  Catalogue  of  National  Basic
Medical   Insurance,   after  trial  production  in  China,  drug  manufacturing
enterprises are required to submit their price-setting applications to the price
supervising  bureau at the provincial  level for preliminary  approval when they
make applications for formal  production.  Then the provincial price supervising
bureau would then transfer such applications to the former State Development and
Planning Commission of the PRC to determine the price;

     (iv) for  the  patented  pharmaceutical   products,   Categories  1  and  2
pharmaceutical  products  not listed in Medicine  Catalogue  of  National  Basic
Medical Insurance,  which are not required to be carried out trial production in
China, drug manufacturing enterprises are required to submit their price-setting

                                       15


applications  to the  price  supervising  bureau  at the  provincial  level  for
approval after one year from  obtaining of the production  approval or the first
import permit.  Then the provincial price supervising bureau would then transfer
such  applications  to the  Economic  Planning  Commission  of China for further
approval; and

     (v)  for all  pharmaceutical  products  currently  sold in China  market as
listed in The  Price  Index of the  Provincial  and the  State  Development  and
Planning  Commission of China,  before new prices are set by the relevant  price
supervising  authorities  according  to  the  market  survey  information,  drug
manufacturing enterprises can sell their products at the then prevailing price.

     Approximately  46 out of the 89  products  from  the  Pharma  Division  and
Biotech Division of the Company,  accounting for  approximately  34% of its 2004
sales and 27 % of its sales of 2005,  are subject to government  imposed  retail
price  controls in China.  If  manufacturing  costs increase for products of the
Company  that are  subject to price  ceilings,  and the  retail  price for those
products is not adjusted upwards,  the Company's  profitability may be adversely
affected.

     Reimbursement. Only those drugs that appear on the provincial and municipal
reimbursement lists are covered by the national medical insurance system,  which
may favor locally-manufactured  products as they may be lower cost alternatives.
The State Development  Planning  Commission of China has announced its intention
to re-examine the pricing of drugs in China.

     Product  liability.  Product liability claims may arise if harmful products
are sold to members of the public or if there are any  alleged  harmful  effects
from the consumption of the products.  Under current Chinese laws, manufacturers
and  vendors  of  defective  products  in China  may incur  civil  and  criminal
liability for loss and injury caused by such products.

Research and Development.

     Dragon's   research  and  development   activities   mainly  focus  on  two
objectives:  the development of generic drugs,  including new  presentations and
dosage forms of already  approved  generic drugs, and the improvement of product
quality and production  technology.  In order to fulfill those  objectives,  the
research  and  development   department  utilizes  both  internal  and  external
resources,   such  as   cooperation   with   universities   and  other  research
laboratories.  From  time to time  the  Company,  through  its  subsidiary,  has
established  on-going  collaborations  on  product  development  and  production
techniques  development with external  research  institutes such as universities
and  other  research  laboratories.  However,  the  Company  has  no  long  term
arrangements with these universities

     Total expenditures on research and development for the years ended December
31, 2005 and 2004 were $208,414 and $193,188, respectively.

Geographical Breakdown.

     81% and 95% of the Company's  revenues for the year ended December 31, 2005
and 2004,  respectively,  were  derived  from  customers  located in China.  The
Company  had sales of  $6,593,391  and  $644,100  in the  Chemical  and  Biotech
Divisions to customers in India,  representing 13% of the Company's revenues for
the year ended December 31, 2005. 99% and 100%,  respectively,  of the Company's
assets at December 31, 2005 and 2004 were located in China.

Suppliers

     The Company uses many different raw materials in the manufacturing  process
of its pharmaceutical  products. The Company mainly sources its raw materials in
China, but also purchases raw materials from some overseas markets.  The Company
has not entered into any supply contracts with any of its suppliers which exceed

                                       16


twelve  months.  During 2005,  the Company did not  experience  any  significant
difficulties  in sourcing raw materials  and the  management of the Company does
not  anticipate  that, if required,  it will face any material  difficulties  in
sourcing its raw materials from alternative suppliers.

Customers

         For the Chemical division, our customers are pharmaceutical formulation
companies that purchase our API and pharmaceutical intermediate for further
processing and formulation into finished products.

         For the Pharma division and the Chinese customers for the Biotech
division, our customers are hospitals in China which purchase our products
through their logistic partners. Hospitals, in turn, sells our products to
patients.

         For the international customers of the Biotech division, our customers
are our licensees which purchase the products from us and then resell it to
hospitals.

Employees

         As of December 31, 2005, the Company has 11 in North America and 1,784
employees in China. None of our workforce is a member of a union and there were
no labor disputes.

              Business Risks Associated with Dragon Pharmaceutical

     An investment in our common stock  involves a high degree of risks.  Before
you invest,  you should carefully  consider the risks described below. If any of
the  following  risks occur,  our  financial  condition or results of operations
could be materially harmed.

Certain Officers and Directors have significant control.

     Messrs.  Han and Weng and Ms. Liu, who are officers and/or Directors,  own,
in the aggregate, 70.78%of our issued and outstanding shares of common stock. As
a  result,  these  shareholders  will  be  able  to  control  certain  corporate
governance matters requiring  shareholders'  approval.  Such matters may include
the approval of  significant  corporate  transactions  requiring a majority vote
without seeking other shareholders' approval. They will also have the ability to
control other matters requiring  shareholder  approval including our election of
directors which could result in the entrenchment of management.

The acquisition may fail to achieve the expected benefits.

     We have  completed the  acquisition of Oriental Wave in January 12, 2005 in
an effort to obtain  additional  sales and operating  efficiencies,  among other
benefits.  These  expected  benefits may not be achieved.  Whether we ultimately
realize  these  benefits  will depend on a number of factors,  many of which are
outside  our  control  including  our  success in  integrating  Oriental  Wave's
operations,  technological  changes, the impact of competitive forces, and other
general market  conditions or economic  factors  specific to the  pharmaceutical
industry in general.  Even if we are able to integrate our respective operations
and if economic  conditions  remain  stable,  there can be no assurance that the
anticipated benefits will ever be achieved. The failure to achieve such benefits
could have a material adverse effect on the business,  results of operations and
financial condition of the combined company.

Dragon has a negative working capital and we must restructure our short-term
loans.

     As of December 31, 2005,  Dragon had a negative  working  capital of $13.31
million,  including short-term notes due of $13.48 million. As a result,  Dragon
must, during the upcoming twelve months, negotiate with its banks to restructure

                                       17


or renew its notes.  Assuming  that Dragon is successful  in  renegotiating  its
notes  and that  vendors  continue  to work  with  Dragon  as to their  accounts
payables,  Dragon  believes  that  it  will be  able  to  continue  to fund  its
operations  from  product  sales for the near  future.  However,  this  negative
working  capital may limit Dragon's  growth,  since the majority of its earnings
will be used to pay accounts payable and existing debts.  Further,  if Dragon is
unsuccessful  in  restructuring  and  renewing  its notes or if  vendors  demand
immediate  payment,  these  actions will  adversely  affect  operations  and may
require Dragon to sell certain assets to pay off liabilities.

Dragon relies heavily on the sale of a few products.

     Dragon's  top  five  products  for  2004  were  Amoxicillin  Sulbactam  for
injection,  Mezlocillin  for injection,  Ampicillin  Cloxacillin  for injection,
Metronidazole  for injection,  and clavulanic  acid, while the top five products
for  2005  were  7-ACA,  EPO,  clavulanic  acid,  Mezlocillin,  and  Amoxicillin
Sulbactam. The top five products sold by Dragon amounted to approximately $18.83
million  and $37.33  million of its sales  during  2004 and 2005,  respectively,
representing  approximately  65% and 66% of  Dragon's  overall  sales  for those
periods.  Although we do not anticipate  that there will be a material change in
demand for these  products,  a change in demand for these  products due to world
competition,  market  forces or other  factors  outside  of its  control,  could
adversely affect our sales and net income.

Shanxi Weiqida is required to contribute a portion of its net income to Reserve
Funds which may not be distributed.

     By law,  Shanxi Weiqida is required to contribute at least 10% of its after
tax net income (as  determined in  accordance  with Chinese GAAP) into a reserve
fund until the reserve is equal to 50% of Shanxi Weiqida's registered capital, a
further  percentage  of its  after  tax net  income,  as  determined  by  Shanxi
Weiqida's Board of Directors,  into a staff welfare fund, and into an enterprise
expansion  fund if determined  by the Board of  Directors.  The reserve fund and
enterprise  expansion fund are recorded as part of shareholders'  equity but are
not  available  for  distribution  to  shareholders  other  than in the  case of
liquidation, while the staff welfare fund is recorded as a liability, and is not
available for distribution to shareholders. As a result of this requirement, the
amount of net income available for distribution to shareholders will be limited.

We intend to raise additional capital through the issuance of equity securities
that will dilute the ownership other shareholders.

     We intend to raise  additional  capital  through the issuance of our equity
securities  to  finance  our  growth  and  reduce   short-term  debt  and  other
liabilities.  No  assurance  can be  given  that we will  be  successful  in our
efforts.   Further  the  issuance  of  equity   securities   will  reduce  other
shareholders' ownership in us.

We may be subject to product liability claims in the future that could harm our
business and reputation.

     Product  liability claims may arise if harmful products are sold to members
of the public or if there are any alleged  harmful  effects from the consumption
of our  products.  Under  current  Chinese  laws,  manufacturers  and vendors of
defective  products in China may incur  liability  for loss and injury caused by
such  products,  including  having their  business  licenses  revoked and facing
criminal  liability.  Consistent with industry practice in China, Shanxi Weiqida
does not carry liability insurance coverage.  Should any product liability claim
be brought  against us, there is no assurance  that it would not have an adverse
impact on our business, profitability or business reputation.

                                       18


We will be dependent upon the services of Mr. Han

     Mr.  Yanlin  Han is our  largest  shareholder  and  serves  as our  CEO and
Chairman of the Board. As a result,  our operations will be dependent on Mr. Han
who has been the driving force behind the Company.  If something  happens to Mr.
Han, this could divert  management's time and attention and adversely affect our
ability to conduct the combined business effectively.

Dragon  relies  heavily on the China market and changes in the market could harm
our business

     During 2004 and 2005,  95% and 81% of Dragon's  sales,  respectively,  were
derived  from China.  It is  anticipated  that  Dragon's  products in China will
continue to represent a  significant  portion of sales in the near future.  As a
result of its reliance on the China market,  the operating results and financial
performance of Dragon is completed  could be affected by any adverse  changes in
economic,  political and social conditions in China. For example, if legislative
proposals for pharmaceutical  product pricing,  reimbursement  levels,  approval
criteria or manufacturing  requirements should be proposed and adopted, such new
legislation or regulatory requirements may have a material adverse effect on our
financial condition,  results of operations or cash flows. In addition,  we will
be subject to  varying  degrees of  regulation  and  licensing  by  governmental
agencies  in China.  At this  time,  we are  unaware  of any  China  legislative
proposals that could  adversely  affect our business.  There can be no assurance
that  future  regulatory,  judicial  and  legislative  changes  will  not have a
material  adverse  effect on Dragon,  that  regulators or third parties will not
raise  material  issues  with  regard  to  compliance  or  non-compliance   with
applicable  laws or  regulations  or that  any  changes  in  applicable  laws or
regulations  will not have a material  adverse  effect on Shanxi  Weiqida or our
operations.

Certain products are subject to price controls and if the related manufacturing
costs increase, our potential profits may be harmed.

     In  July  2000,  in  an  effort  to  enhance  market   competition  in  the
pharmaceutical  industry  and to  reduce  medical  expenses,  the  former  State
Development  and  Planning   Commission  of  the  People's   Republic  of  China
promulgated a new policy to reform the price control of pharmaceutical  products
in China.  According  to the policy,  the price of  pharmaceutical  products and
biotech  products is subject to the control by  government  bureaus at state and
provincial levels. In the event that the sale prices of our products are limited
by  government  bureaus  at the state and  provincial  levels,  this may have an
adverse effect on our net income,  especially if our costs associated with those
products  increase.  Approximately  46 out of the 89  products  from the  Pharma
Division and Biotech Division of the Company,  accounting for  approximately 34%
of 2004 sales and 27% of 2005 sales, are subject to governmental  imposed retail
price controls in China. If  manufacturing  costs increase for products that are
subject  to price  ceilings,  and the  retail  price for those  products  is not
adjusted upwards, our profitability may be adversely affected.

Dragon is required to maintain compliance with GMP standards.

     All  pharmaceutical  manufacturers in China,  including  Shanxi Weiqida,  a
subsidiary  of Dragon,  are required to comply with  certain Good  Manufacturing
Practice,  or GMP,  standards  by certain  time limits  and,  if not met,  their
pharmaceutical manufacturing enterprise permits will be revoked or they will not
be  renewed  and  accordingly  production  will  have  to be  terminated.  A GMP
certificate is valid for five years from the issuance date of such certificate.

     Shanxi Weiqida has been  accredited  with all GMP  certificates it requires
for its production  facilities.  Shanxi Weiqida's GMP certificate for the Pharma
division facility will expire and is subject to  recertification in August 2008,
the GMP certificate  for the Clavulanic  acid facility of the Chemical  division
will  expire and is  subject to  recertification  in January  2009,  and the GMP
certificate  for the EPO and  freeze-dry  facility of the Biotech  division will
expire and is subject to  recertification  in  December  2010.  The  standard of
compliance  required in connection with GMP certificates may change from time to

                                       19


time, which may give rise to substantial  compliance burdens and increase Shanxi
Weiqida's  costs  in  the  future.  If  the   recertification  of  any  required
GMP-related status is not granted, the relevant operations of Shanxi Weiqida may
have  to be  terminated  which  in turn  would  have an  adverse  impact  on our
profitability.

Currency conversion and exchange control could adversely effect our operations
and profitability.

     The sales and  expenses  of Shanxi  Weiqida  are  substantially  settled in
Renminbi,  or RMB,  however,  our  financial  statements  are  reported  in U.S.
dollars. Accordingly, our net income, the value of our assets and our ability to
pay  dividends,  if any, in U.S.  dollars may be adversely  affected by negative
changes in the exchange rate of RMB against the U.S. dollar or other currencies.

     Major reforms have been introduced to the foreign  exchange  control system
of China.  In 1994, the previous dual exchange rate system for RMB was abolished
and a unified floating exchange rate system, based largely on supply and demand,
was introduced.  Since December 1996, under the rules of International  Monetary
Fund,  or IMF,  China has provided a free  exchange of current  accounts,  while
capital accounts have been subject to foreign exchange control. Foreign exchange
transactions  under a capital account,  including  foreign  currency-denominated
borrowings  from  foreign  banks and  principal  payments  in respect of foreign
currency-denominated  obligations, continue to be subject to significant foreign
exchange  controls  and require  the  approval  of the State  Administration  of
Foreign Exchange.  However,  the payment in and transfer of foreign exchange for
current  international  transactions,  such as the payment of dividends or other
distributions to shareholders,  is deemed a current account and therefore is not
subject  to  Chinese  government  controls  or  restrictions.  Although  China's
commitment to IMF is unlikely to change,  limitations on foreign  exchange could
affect our ability to obtain foreign  exchange for capital  expenditures  and we
continue to be exposed to negative changes in exchange rates.

     On July 22, 2005, the Chinese government decided to no longer peg the value
of the  Renminbi  to the US dollar but rather to a basket of  currencies  of its
largest  trading  partners.  The result was an  appreciation  of the Renminbi of
approximately 2% against the value of the US dollar (and a further 0.5% increase
over the balance of the year).  The effect of the revaluation was an increase in
the  assets,  liabilities,  revenues  and  expenses of the Company and a foreign
currency gain included in comprehensive income.

Dragon does not have patent protection and is subject to substantial
competition.

     Dragon competes in the generic drug segment of the pharmaceutical  industry
and has no  patent  protection  for  any of its  products.  Many  pharmaceutical
companies  compete in the same market segment with similar  products or products
having  comparable  medicinal  applications or therapeutic  effects which may be
used as  direct  substitutes  for  Dragon's  products.  Further,  many of  these
competitors  are larger and have  greater  resources  and market  presence  than
Dragon.  Larger  competitors  may, as a result of economies of scale, be able to
afford to sell competing products at lower prices than Dragon. This will have an
adverse  effect on Dragon's  profitability.  These  competitors  include  Harbin
Pharmaceutical  Group Holding Co. Ltd,  Shijiazhuang  Pharmaceutical  Group Co.,
Shanghai Pharmaceutical Co., Ltd. and North China Pharmaceutical Co., Ltd.. As a
result of the lack of patent protection,  competitors with potential substitutes
could launch similar  products in the market with their prices analogous with or
lower than those  manufactured and sold by Dragon.  Further,  the lack of patent
protection  could also attract an even greater number of competitors who believe
they can develop products that are substantially similar to those of Dragon at a
lower cost.

Expansion into overseas markets could pose additional risks.

     Dragon  plans to expand  sales of  products  from its Pharma  and  Chemical
Divisions into overseas markets  including  developing and developed  countries.
These  markets are  untested for  Dragon's  products and Dragon,  as well as the
combined  company after the  acquisition,  faces risks in expanding the business
overseas,  which include differences in regulatory product testing requirements,

                                       20


patent protection,  taxation policy,  legal systems and rules,  marketing costs,
fluctuations  in currency  exchange  rates and changes in political and economic
conditions.

Chinese economic planning could negatively impact the pharmaceutical market in
which our products are sold.

     China has a long history of a planned economy and is still subject to plans
formulated  by the Central  Chinese  government.  In recent  years,  the Chinese
government has introduced  economic  reforms aimed at  transforming  the Chinese
economy  from  a  planned   economy  into  a  market   economy  with   socialist
characteristics.  These  economic  reforms allow greater  utilization  of market
forces in the  allocation of resources and greater  autonomy for  enterprises in
their operations. However, many rules and regulations implemented by the Chinese
government  are still at an early stage of development  and further  refinements
and  amendments  are  necessary to enable the economic  system to develop into a
more market oriented form. No assurance can be given that any change in economic
conditions as a result of the economic reform and macroeconomic measures adopted
by the Chinese  government will have a positive  impact on the Chinese  economic
development or its pharmaceutical sector, which is the market where our products
are sold. At the same time, there can be no assurance that such measures will be
consistent  and  effective  or  that  we  will  benefit  from or will be able to
capitalize on all such reforms.

ITEM 2. DESCRIPTION OF PROPERTY

     Our corporate  administrative  offices were located at 1055 West  Hastings,
Suite 1900, Vancouver,  British Columbia, Canada V6E 2E9. The Company leases the
6,432  square  foot  premise  for  an  amount  escalating  from  CDN$200,000  to
CDN$230,000 (approximately $155,000 to $178,000) per annum until March 31, 2007.

     Subsequent to December 31, 2005, the Company subleased its old office space
and entered into a new operating  lease agreement in Vancouver at Suite 310, 650
West Georgia street,  Vancouver,  British Columbia, Canada covering 2,222 square
feet for approximately  CDN$73,000 ($60,000) per annum until March 31, 2011. The
Company anticipates recovering $124,000 and $41,000 during fiscal 2006 and 2007,
respectively, under its sublease agreement.

     Company's  manufacturing  facility of the Pharma  Division  with a total of
approximately  258,300  square  feet  is  located  in the  Datong  Economic  and
Technology  Development  Zone in Datong  City,  Shanxi  Province of China.  This
fully-integrated  facility  includes a headquarters  building,  three production
workshops  (formulation drugs,  sterilized bulk drugs and powder for injections)
that house a total of eight production lines (four in the formulations workshop,
one in the sterilized bulk drugs workshop and three in the powder for injections
workshop),  utility  infrastructure,  quality  assurance and quality control and
warehouse  area.  The Company holds the land use right for this  facility  until
June 2047.

     Company's  Chemical  facility and the new facility for the Biotech Division
are also located in Datong City. This campus, with a total area of approximately
947,200 square feet,  houses the Clavulanic  acid  production  facility,  power,
boiler,  steam  and  water  facilities  and 7-ACA  production  facility  and EPO
production facility. The land use right for this campus expires in August 2053.

     The Company's biotech facility was originally located in Nanjing, China but
was closed in August,  2005 and relocated to the campus that houses the Chemical
division.

                                       21


ITEM 3. LEGAL PROCEEDINGS

     Dragon  Pharmaceutical  Inc.  v.  Longbin  Liu,  Supreme  Court of  British
Columbia,  Canada,  No.  S036057,  filed November 10, 2003. On November 2003, we
filed a  complaint  against  our former  Director  and  Chairman  for payment of
$3,500,000,  plus interest calculated at 6% per annum, due on September 5, 2003,
pursuant  to the terms of the  Acquisition  Agreement  related  to  Hepatitis  B
Vaccine Project entered into by us and Dr. Liu on October 6, 2000, as amended on
June 5, 2001.

     On April 4, 2004, we entered into a  comprehensive  settlement with Dr. Liu
and Novagen, a company controlled by Dr. Liu, to settle the amount owed to us by
Dr.  Liu as a  result  of  his  acquisition  of the  Hepatitis  B  Project.  The
settlement  agreement  provides  that the  Hepatitis  B Project  and  Patent and
Project  Development  agreements  dated January 14, 2002, as amended,  have been
cancelled. Further, pursuant to the settlement agreement, the G-CSF, Insulin and
Hepatitis B Projects,  including rights of ownership and development obligations
would revert to Dr. Liu.

     In exchange,  Dr Liu agreed to pay us  $3,710,000 in principal and interest
owing under the Hepatitis B Project as well as reimburse us $1,330,000  that had
been paid previously under the Patent and Project  Development  agreements.  All
amounts  were  due on  December  31,  2004 and Dr.  Liu has  agreed  to  provide
2,600,000  common shares of the Company,  to be held in escrow,  as security for
the amounts owing. The warrants granted to Dr. Liu under the Patent  Development
agreement were also cancelled.  Pursuant to the settlement  agreement  2,231,000
common  shares of the  Company  were placed in escrow.  Finally,  as part of the
settlement  agreement each party agreed to mutually  release the other party for
any prior claims against each other.

     Dr. Liu has failed to pay us the amounts due on December 31, 2004.  We have
foreclosed  on Dr. Liu's  2,231,000  shares of common stock that were pledged as
security  and will cancel the shares.  After  foreclosing  on such  shares,  the
balance owe to us by Dr. Liu amounts to  approximately  $2.48 million and we are
currently considering what further actions we may take against Dr. Liu.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted for shareholders vote during the fourth quarter.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock began quotation on the OTC Bulletin Board on October
9, 1998 under the symbol "DRUG". In addition, our shares of common stock are
listed on the Toronto Stock Exchange under the symbol "DDD" and are quoted on
the Berlin-Bremen Exchange, the Frankfurt Exchange and the XETRA Exchange under
the symbol "DRP". The OTC Bulletin Board represents our primary market
representing approximately 92.4% of our trading volume. Our common stock being
quoted and traded on the Berlin-Bremen Exchange, Frankfurt Exchange and XETRA
Exchange are without the Company's prior knowledge. The following quotations
reflect the high and low bids for our common stock on a quarterly basis for the
past two fiscal years as quoted on the OTC Bulletin Board. These quotations are
based on inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.

                                       22


                                                         Common Stock
                                                     --------------------------
                     Quarter Ended                        High         Low
                     -------------------------------- ----------- -------------
                     December 31, 2005                  $0.85        $0.51
                     September 30, 2005                 $1.00        $0.69
                     June 30, 2005                      $1.03        $0.75
                     March 31, 2005                     $1.26        $0.80

                     December 31, 2004                  $1.41        $0.80
                     September 30, 2004                 $1.01        $0.83
                     June 30, 2004                      $1.10        $0.67
                     March 31, 2004                     $1.22        $0.81

Holders

     As of March 15, 2006, there were 74 registered holders of our common stock.
As many of the  shares of common  stock  are held in street  name,  there may be
additional beneficial holders of our common stock.

Dividend Policy

     We have paid no dividends on our common stock since our  inception  and may
not do so in the future. For the foreseeable future, we expect earnings, if any,
will be retained to finance the growth of the Company.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Except  for  statements  of  historical   facts,   this  section   contains
forward-looking  statements involving risks and uncertainties.  You can identify
these statements by  forward-looking  words including  "believes,"  "considers,"
"intends,"  "expects," "may," "will," "should," "forecast," or "anticipates," or
the  negative  equivalents  of those  words or  comparable  terminology,  and by
discussions of strategies that involve risks and uncertainties.  Forward-looking
statements  are not  guarantees of our future  performance  or results,  and our
actual  results  could  differ   materially  from  those  anticipated  in  these
forward-looking  statements as a result of certain factors,  including those set
forth under "Risk Factors." This section should be read in conjunction  with our
consolidated financial statements.

The  following  discusses  the  Company's  financial  condition  and  results of
operations  for the  years  ended  December  31,  2005 and 2004  based  upon the
Company's   consolidated  financial  statements  which  have  been  prepared  in
accordance with the United States generally accepted accounting principles.  Due
to  the  fact  that  Dragon's  acquisition  of  Oriental  Wave  Holding  Limited
("Oriental  Wave") on  January  12,  2005 is  deemed  to be a  reverse-take-over
transaction,   the  following  discussion  reflects  the  Company's  results  of
operations  for the year ended  December  31,  2005,  including  the  results of
Oriental Wave for the full year and the results of Dragon's biotech business for
the period of January 12, 2005 to December 31, 2005. Comparatively,  the results
of operations for the year ended December 31, 2004 only reflected the Pharma and
Chemical businesses of Oriental Wave.

Results of Operations for the Fiscal Years Ended December 31, 2005 and 2004

     Sales for the year ended  December 31, 2005 increased 94% to $56.24 million
from $29.02 million for the same period in 2004. $45.63 million or approximately
81% of the sales for the year ended  December 31, 2005 were  generated  from the
sales of products in the Chinese  market,  and the remaining  $10.61  million or

                                       23


approximately 19% were generated from the sales of products in the international
markets (outside of China) 95% of the sales for the year ended December 31, 2004
were  generated  from the sale of products in the  Chinese  market.  In the year
ended December 31, 2005,  $25.08 million or approximately  45% of the sales were
from the Pharma Division,  $27.33 million or 48% of sales were from the Chemical
Division,  and $3.83 million or 7% of sales were from the Biotech Division.  For
the same period in 2004,  85% of sales were from the Pharma  Division and 15% of
sales were from the Chemical  Division which  commenced  operation on January 1,
2004.  The increase in sales for the year ended December 31, 2005 as compared to
the prior year was  primarily  due to  increase in sales from the  Chemical  and
Biotech Division.

     Cost of sales for the year  ended  December  31,  2005 was  $42.30  million
compared to $16.14  million  for the same  period of 2004.  The cost of sales is
attributed to the production costs of Dragon's  pharmaceutical products with the
increase in the cost of sales related to the growth in products and sales in the
Chemical Division. Gross profit and gross margin for the year ended December 31,
2005 were $13.95 million and 25% compared to $12.88 million and 44% for the same
period of 2004.  The  decrease in gross margin was mainly due to a change in the
product mix from the previous year with the significant increase in the Chemical
Division  revenues.  The Chemical  Division,  whose facilities were brand new in
2004 and was ramping up production in 2005 which incurs  higher  production  and
operation cost, especially  depreciation  expenses,  increased the cost of sales
significantly during the year ended December 31, 2005.

Divisional Revenues and Gross Margin Analysis

     The Company's businesses are organized under three business divisions:  the
Chemical Division, the Pharma Division and the Biotech Division.

Chemical Division

     The Chemical  Division's revenues for the year ended December 31, 2005 were
$27.33 million,  representing a 543% increase from the revenues of $4.25 million
during the same period in 2004. The increase is due to the introduction of 7-ACA
and the expansion of Clavulanic acid sales outside China. The Chemical  division
was new in 2004 as only the Clavulanic acid facility had started  production and
the sales  during  2004 were only made to Chinese  customers.  Since  then,  the
Company started the production of the 7-ACA production  facility and the Company
has received export permits to sell three clavulanic acid products to the Indian
market.

     The Chemical  Division's  gross margin for the year ended December 31, 2005
was 4% compared to 5% for the year ended December 31, 2004. The gross margin for
the   division  was  low  as  the  Company  has   increased   and  expanded  the
infrastructure,  and the fixed  manufacturing  costs associated,  and was in the
process of ramping up production to cost efficient levels.  The initial Chemical
Division production in 2004 was limited to Clavulanic acid and was produced with
older, smaller scale production infrastructure.  The Company constructed the new
production  infrastructure  (power,  steam,  purified  water  supply  and  water
treatment) during 2004 as the old production  infrastructure was insufficient to
produce the amount of Clavulanic acid and 7-ACA desired. The new facilities have
greatly increased  production capacity but also have significantly  higher fixed
costs in the form of depreciation  cost ($4.31 million and $2.03 million for the
years ended  December  31, 2005 and 2004,  respectively)  of the new  facilities
constructed  and overhead of the  utilities  costs to power the new  facilities.
These fixed costs are expected to fall  significantly,  on a  percentage  basis,
when the anticipated production levels are achieved

Pharma Division

     The Pharma  Division's  revenues for the year ended  December 31, 2005 were
$25.08  million,  accounting  for  45% of the  total  revenues  of the  Company.
Comparatively,  Pharma  Division's  revenues  were  $24.77  million for the same
period in 2004,  contributing  85% of the total  revenues  of the  Company.  The
lowering of percentage  of revenues from the Pharma  division to the Company was

                                       24


due to the tremendous  growth of the brand new Chemical division achieved during
2005.  The overall gross margin for the division for the year ended December 31,
2005 was 40% as  compared to 51% for the same  period of 2004.  The  lowering of
gross profit was mainly due to the price control by the  government as well as a
change in sales model for Pharma Division  products.  The company  implemented a
new sales model for Pharma  Division  products to recognize  selling  prices and
gross profits lower than those under the original sales model but, under the new
sales model,  the Company also lowers the selling expenses with a faster payment
collection cycle which will be reflected in lower account receivables.

Biotech Division

     The Biotech  Division's  revenues for the year ended December 31, 2005 were
$3.83  million  representing  7% of the Company's  revenues for the year.  Gross
margin for the year ended  December  31,  2005 was at 73%.  The  acquisition  of
Oriental  Wave by Dragon  completed on January 12, 2005 was  accounted  for as a
reverse-take-over  transaction.  As a result,  only  revenues  from the  Biotech
Division  from  January  12,  2005 to  December  31,  2005 were  included in the
Company's  revenues  for 2005 and no  revenues  from the Biotech  Division  were
included in the 2004 financials.

     On a pro-forma  basis (assuming the  reverse-take-over  had occurred at the
beginning of the year), for the year ended December 31, 2005, Biotech Division's
revenues were $3.97 million  representing a 7% increase from the 2004 level. The
increase  in total  sales  for the year  ended  December  31,  2005 came from an
increase in the sales in the Chinese market. .

     Biotech  Division's  pro-forma gross margin for the year ended December 31,
2005 was 73%  compared to 58% for the same  period of 2004.  The 2004 margin was
unusually low as the Company  wrote-down  the cost  (approximately  $400,000) of
bulk EPO produced  from the  bioreactor  cell line as the product  could only be
sold for research purposes.

     Other  Income/Expense  During the year ended December 31, 2005, the Company
recognized a net other expense of $0.62 million. This amount primarily consisted
of $1.33 million of interest expense and $0.26 million in acquired  research and
development costs that were written off during the year and was partially offset
by $0.89 million from funds released by a Chinese Government  Liquidator related
to Datong Pharmaceutical. The other expense for the year ended December 31, 2004
was 0.21 million.

     Expenses.  Total operating  expenses were $12.60 million for the year ended
December 31,  2005.  The major  category of  operating  expenses was General and
Administration expenses of $6.67 million,  Selling expense of $4.84 million, and
Depreciation  and  Amortization  expenses  of  $1.09  million.  Total  operating
expenses were $5.86 million for the year ended  December 31, 2004 with the major
expenses being General and  Administration  expenses of $1.91  million,  Selling
expense of $3.67 million,  and Depreciation  and Amortization  expenses of $0.28
million. During the year ended December 31, 2005, the General and Administration
expenses included $2.40 million for salaries,  compensation and benefits,  $0.72
million for travel expenses, $0.48 for professional fees, $0.43 million for rent
and $0.96 for product  testing  costs  compared to $0.25  million for  salaries,
compensation  and  benefits  and $0.46  million for travel  expenses,  and $0.30
million for professional fees for the same period in 2004.

     The  increase in  operating  expenses  of $6.74  million for the year ended
December 31, 2005 as compared to the same period for the prior year reflects the
increased  overhead  related to the  operations  of both the Pharma and Chemical
Divisions  in 2005  (compared  to just the  Pharma  Division  and one of the two
facilities  of the  Chemical  Division in 2004) and the  addition of the Biotech
operations  and the head office in  Vancouver.

                                       25


     Net  Income.  Dragon had a net income of $0.18  million  for the year ended
December 31, 2005  compared to a net income of $6.36 million for the same period
in 2004.

     Comprehensive  Income.  Dragon had foreign currency  translation  income of
$0.75  million as other  comprehensive  income for the year ended  December  31,
2005. The foreign  currency  translation  income results from translation of the
financial statements expressed in RMB to United States Dollar.

     On July 22, 2005, the Chinese government decided to no longer peg the value
of the  Renminbi  to the US dollar but rather to a basket of  currencies  of its
largest  trading  partners.  The result was an  appreciation  of the Renminbi of
approximately 2% against the value of the US dollar (and a further 0.5% increase
over the balance of the year).  The effect of the revaluation was an increase in
the  assets,  liabilities,  revenues  and  expenses of the Company and a foreign
currency gain included in comprehensive income.

     Basic Net Income Per Share. Dragon's net income per share has been computed
by  dividing  the net income for the period by the  weighted  average  number of
shares  outstanding  during the same  period.  Net income per share for the year
ended  December  31,  2005 was $0.00  per  share  and  $0.14 for the year  ended
December 31, 2004. The weighted average number of shares outstanding during year
ended December 31, 2005 was  62,273,862  and was  44,502,004  shares during year
ended  December  31,  2004.  The  outstanding   common  stock  options  have  no
significant   dilutive   effect  on  the  weighted   average  number  of  shares
outstanding.

     Dividends of the PRC subsidiary may only be distributed after allowance has
been made for i) recovery of losses,  if any; ii)  appropriations to the reserve
fund; iii)  appropriations to the staff welfare fund; and iv)  appropriations to
an enterprise  expansion  fund if  determined  by the Board of Directors.  Under
current regulation, appropriations to the reserve fund should be at least 10% of
the after tax net income  determined in  accordance  with the PRC GAAP until the
reserve is equal to 50% of PRC subsidiary's  registered capital;  appropriations
to the staff  welfare fund are at a  percentage,  as  determined by the Board of
Directors,  of the after tax net income  determined in  accordance  with the PRC
GAAP; appropriations to the enterprise expansion fund are made at the discretion
of the Board of Directors.  The reserve fund and  enterprise  expansion fund are
recorded as part of shareholders'  equity but are not available for distribution
to  shareholders  other than in  liquidation;  while the staff  welfare  fund is
recorded as a  liability  and is not for  distribution  to  shareholders.  As at
December 31, 2005,  the Company's  reserve fund is $1.91  million,  7.70% of the
Company's registered capital.

Liquidity and Capital Resources

     As of December 31, 2005,  Dragon had current  liabilities of  $41.30million
and current  assets of $27.99  million,  including cash balance of $1.31 million
and accounts  receivables of $7.91 million.  The working  capital  deficiency is
mainly due to the  additional  bank loan and  payables  incurred  to finance its
working capital  requirement for the Chemical Division and investment in the new
EPO workshop and Freeze-dry Injectable workshop.

     The Company has developed and is  implementing  a plan to decrease its debt
and  increase  its  working  capital  which will allow the  Company to  continue
operations.

     To meet these  objectives,  the  Company  plans to seek  additional  equity
through the  conversion  of some of its  liabilities  and expects to raise funds
through a private investment in order to support existing  operations and expand
the  range  and  scope of its  business.  The  Company  has  also  significantly
increased  production  levels to generate  additional cash flow under contracted
supply agreements.  In addition,  the Company intends to continue to renegotiate
and extend  loans,  as  required,  when they become due, as has been done in the
past. There is no assurance that such additional funds will be available for the
Company on acceptable  terms,  if at all. If adequate funds are not available or
not available on acceptable  terms, the Company may be required to scale back or
abandon  some  activities.  Management  believes  that actions  presently  taken
provide the  opportunity  for the Company to  continue as a going  concern.  The
Company's ability to achieve these objectives cannot be determined at this time.

                                       26



             

     As of December 31, 2005,  Dragon had current  liabilities of $41,303,095 as
follows:

     Accounts Payable                                                               $6,476,539
     Accrued Retirement Benefits - current portion                                     $90,714
     Other Payables and Accrued Expenses                                           $17,866,466
     Due to Related Companies                                                          $61,993
     Notes payable                                                                 $ 3,327,829
     Loans Payable-Short Term:
     Loan payable to a bank, interest rate of 7.395% per
       annum, guaranteed by a third party, due April 2006               $594,796
     Loan payable to a bank, interest rate of 6.039% per
       annum, secured by leasehold land and fixed assets of
       $3,031,680, due April 2006                                     $1,858,736
     Loan payable to a bank, interest rate of 6.136% per
       annum, secured by leasehold land and fixed assets of
       $5,127,112, due May 2006                                       $3,717,472
     Loan payable to a bank, interest rate of 7.254% per
       annum, secured by leasehold land and fixed assets of
       $1,230,706, due September 2006                                   $619,579
     Loan payable to a bank, interest rate of 7.254% per
       annum, secured by leasehold land and fixed assets of
       $721,832, due September 2006                                     $208,178
     Loan payable to a bank, interest rate of 5.76% per
       annum, secured by leasehold land and fixed assets of
       $9,506,733, due November 2006                                   $6,480,793
     Loans Payable - Short Term Subtotal                                            $13,479,554

         Total Current Liabilities                                                  $41,303,095


     The Accounts payable were incurred as part of the normal course of business
of Dragon while other payables and accrued expenses were incurred as part of the
investment in establishing  the Chemical  Division and investment in the new EPO
workshop and Freeze-dry Injectable workshop.

     As of December 31, 2005, Dragon had outstanding short-term loans (less than
one  year  term)  totaling  $13.48  million.  Dragon  believes  that  it will be
successful  in the  renegotiating  loans  due based on the  assumption  that the
Company  has  enhanced  its ability to  generate  additional  cash flow from its
operation  since the  loans  were  originally  entered  into.  Since  then,  the
Company's Chemical Division commenced  production and began generating  revenues
and cash flow.  Further,  it entered into a three-year long term supply contract
with a large  Indian  pharmacutiucal  company to provide its  products  from the
Chemical Division.

Long-term Liabilities:

     At December 31, 2005,  Dragon had long-term  liabilities  of $27,433,624 as
follows:

        Long-term accounts payable, discounted at 6.5%                         $12,216,832
        Long-term retirement benefits                                             $620,396
        Loan Payable - Long Term
        Loan payable to a bank, interest rate of 6.039%
          per annum, secured by leasehold land and
          fixed assets of $3,679,937, due April 2007              $6,815,366
        Loan payable to a company,  nonnterest bearing
          and unsecured, due June  30, 2007                       $4,709,643
        Loan payable to a company,  nonnterest bearing
          and unsecured, due December 31, 2007                    $3,071,387
        Loan Payable - Long Term                                               $14,596,396

        Total Long-term Liabilities                                            $27,433,624




                                       27


     As of December 31, 2005, the Company had long-term  retirement  benefits of
$0.62 million, which was incurred in July 2003 when Shanxi Weiqida acquired land
and  buildings  from a government  liquidator  in exchange for assuming  certain
future employment,  healthcare and land acquisition costs of the factory and its
former  employees  during  July 2003.  The  Company is  required  to pay certain
minimum  wages  and  health  care  costs  until  the date of  their  employment,
retirement or death, whichever occurs first. The total amount of the liabilities
assumed on the closing date was $8.90 million,  which approximated the appraised
value of the land.  As of December  31,  2005,  Shanxi  Weiqida had employed 674
former  employees,  and 237 former  employees  have retired.  Shanxi Weiqida has
calculated  the related  asset value by computing  the net present  value of the
future  expected  payments to the remaining  143 employees  assuming an interest
rate  of  3%.  As  of  December  31,  2005,  143  former   employees  of  Datong
Pharmaceutical remained as the obligation of Dragon.

     Dragon  had  long-term   loans   payables  (one  to  two  years)   totaling
approximately  $14.60  million due April through  December  2007, in addition to
long-term  accounts payable of $14.27 million which will become due between June
2007 and December 2008. The long-term  accounts payable,  which are non-interest
bearing,  have  been  discounted  at  6.5%  and  are  carried  in the  financial
statements at $12.22 million.

     During the year ended December 31, 2005,  Dragon  financed its  operations,
development of its new EPO and freeze-dry injectable  facilities,  and increased
production level at its Chemical Division through operating  revenues,  accounts
payables  and  short-term  loans.  The  Company  had  anticipated  that it would
increase its production level through an equity financing. However, as discussed
below,  the anticipated  financing has taken longer than expected.  As a result,
Dragon was not able to increase its production  level as quickly as anticipated.
However,  during July 2005,  Dragon was able to increase its production level of
7-ACA,  one of the key  products  of the  Chemical  Division,  from  30% (of the
original  capacity  of 400 tons) to  approximately  60% (of the  newly  improved
capacity of 600 tons) and believes that its sales of the Chemical  Division will
increase.  Dragon intends to seek additional funding through equity financing to
improve  its  financial  position,  which  may  include  conversion  of  certain
receivables by certain vendors of Shanxi Weiqida into Dragon common stock.

     Subsequent to December 31, 2005, the Company  entered into a Loan agreement
with a bank for  $2,478,315  bearing  interest  at a rate of 6.138%  per  annum,
secured by fixed assets of $10,787,902, and is due in January 2007.

ITEM 7. FINANCIAL STATEMENTS

     The following Financial  Statements  pertaining to Dragon are filed as part
of this annual report:

         Report of Independent Registered Public Accounting Firms..........29
         Year-end Consolidated Balance Sheets..............................31
         Year-end Consolidated Statements of Stockholders' Equity..........32
         Year-end Consolidated Statements of Operations....................33
         Year-end Consolidated Statements of Cash Flows....................34
         Notes to Consolidated Financial Statements........................35

                                       28




                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders of
Dragon Pharmaceutical Inc.

We have audited the consolidated balance sheet of Dragon  Pharmaceutical Inc. as
at  December  31,  2005  and  the   consolidated   statements   of   operations,
stockholders'  equity and cash flows for the year then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion in these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Oversight  Board  (United  States).  Those  standards  require  that we plan and
perform an audit to obtain  reasonable  assurance  about  whether the  financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Company's  internal  control over  financial  reporting.  Our audit
includes  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Company's internal control over financial  reporting.  Accordingly we express no
such opinion. An audit includes examining,  on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects the consolidated  financial  position of the Company as at
December 31, 2005 and the  consolidated  results of its  operations and its cash
flows  for the year  then  ended in  accordance  with  U.S.  generally  accepted
accounting principles.

As discussed in Note 1 to the  financial  statements,  the  Company's  recurring
working capital deficiency raise substantial doubt about its ability to continue
as a going  concern.  Management's  plan in  regard  to  these  matters  is also
described  in  Note  1 (A).  These  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

The restated  consolidated  financial statements as at December 31, 2004 and for
the year then ended were  audited by other  auditors  who  expressed  an opinion
without  reservation  on those  statements in their report dated March 14, 2005,
except for Note 20, as to which the date is September 16, 2005.


Vancouver, Canada,                               /s/ Ernst & Young LLP
January 26, 2006,                                Chartered Accountants
(except for Note 21 which is of March 28, 2006)


                                       29


LOGO
WEB & COMPANY, P.A.
Certified Public Accountants



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Oriental Wave Holding Limited and Subsidiary

We have audited the  accompanying  consolidated  balance  sheet of Oriental Wave
Holding  Limited  and  subsidiary  as of  December  31,  2004,  and the  related
statements of operations  and  comprehensive  income,  changes in  stockholders'
equity and cash flows for the year then ended.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly in all material respects, the financial position of Oriental Wave Holding
Limited and subsidiary as of December 31, 2004 and the results of its operations
and its  cash  flows  for the year  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

As  discussed  in Note 20,  the  Company  restated  its  consolidated  financial
statements for the year ended December 3 1,2004.


/s/ Webb & Company, P.A.
WEBB & COMPANY, P.A.

Boynton Beach, Florida
March 14, 2005, except for Note 20, as to which the date is September 16, 2005


--------------------------------------------------------------------------------
            1501 Corporate Drive Suite 290 . Boynton Beach, FL 33426
                 Telephone: (561) 752-1721 . Fax: (561) 734-8562
                                 www.cpawebb.com


                                       30


                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        AS AT DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars
                        (Basis of Presentation - Note 1)


                 
                                                                     ASSETS
                                                                     ------
                                                                                                                        RESTATED
                                                                                                                         (NOTE 20)
                                                                                                   December, 31,        December 31,
                                                                               Notes                    2005                2004
                                                                             ----------      -------------------     ---------------
CURRENT ASSETS
  Cash and cash equivalents                                                     19        $           1,311,378    $        910,425
  Restricted cash                                                              11,19                  3,327,829                   -
  Accounts receivable, net of allowances                                         2                    7,906,720           6,675,298
  Inventories, net                                                               3                   14,131,735          16,623,906
  Value added tax receivable                                                                                  -             162,443
  Other receivables                                                                                           -           2,213,842
  Prepaid expenses                                                                                    1,316,688             911,228
                                                                                             -------------------      --------------
      Total Current Assets                                                                           27,994,350          27,497,142
                                                                                             -------------------      --------------
 PROPERTY AND EQUIPMENT, NET                                                   5,10                  69,227,688          62,396,316
 OTHER ASSETS
  Intangible assets, net                                                         7                    3,367,066             432,769
  Investments -cost                                                                                      12,392              12,077
  Goodwill                                                                                              965,000                   -
                                                                                             -------------------      --------------
      Total Other Assets                                                                              4,344,458              444,846
                                                                                             -------------------      --------------
TOTAL ASSETS                                                                              $         101,566,496    $     90,338,304
------------                                                                                 ===================      ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                                            $       6,476,539    $      3,047,485
  Accrued retirement benefits                                                    8                       90,714             114,432
  Other payables and accrued liabilities                                         9                   17,866,466          17,705,163
  Loans payable - short-term                                                    10                   13,479,554          12,884,057
  Notes payable                                                                 11                    3,327,829                   -
  Due to related companies                                                       4                       61,993           4,660,984
                                                                                             -------------------      --------------
      Total Current Liabilities                                                                      41,303,095          38,412,121
                                                                                             -------------------      --------------

LONG-TERM LIABILITIES
  Long term accounts payable                                                    12                   12,216,832          17,250,874
  Long term retirement benefits                                                  8                      620,396             870,321
  Loans payable - long-term                                                     10                   14,596,396          10,938,699
  Due to related companies                                                       4                            -           1,328,502
                                                                                             -------------------     ---------------
      Total Long-Term Liabilities                                                                    27,433,624          30,388,396
                                                                                             -------------------     ---------------
TOTAL LIABILITIES                                                                                    68,736,719          68,800,517
                                                                                             -------------------      --------------

COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS' EQUITY
  Authorized: 200,000,000 common shares at par value of $0.001 each
  Issued and outstanding: 62,878,004 (December 31, 2004: 44,502,004)
   common shares                                                                                         62,878              44,502
  Additional paid-in capital                                                                         24,317,830          13,983,002
  Retained earnings                                                                                   5,099,891                   -
  Reserves                                                                                            2,628,008           7,562,432
  Accumulated other comprehensive income                                                                750,102                   -
  Due from stockholders                                                                                (28,932)             (52,149)
                                                                                             -------------------      --------------
       Total Stockholders' Equity                                                                    32,829,777          21,537,787
                                                                                             -------------------      --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                $         101,566,496    $     90,338,304
------------------------------------------                                                   ===================      ==============


The accompanying notes are an integral part of these consolidated financial statements.


                                       31



                 

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

                                                                                                      RESTATED
                                                                                                      (NOTE 20)
                                                               Note            2005                     2004
                                                              -------      --------------      -----------------
NET SALES                                                       13      $     56,244,794    $        29,023,130

COST OF SALES                                                                 42,295,839             16,140,305
                                                                           --------------      -----------------
GROSS PROFIT                                                                  13,948,955             12,882,825
                                                                           --------------      -----------------
OPERATING EXPENSES
Selling expense                                                                4,839,138              3,666,839
General and administrative expenses                                            6,672,665              1,911,308
Depreciation and amortization                                                  1,088,766                278,449
                                                                           --------------      -----------------
      Total Operating Expenses                                                12,600,569              5,856,596
                                                                           --------------      -----------------
INCOME FROM OPERATIONS                                                         1,348,386              7,026,229

OTHER INCOME (EXPENSE)
Interest expense                                                              (1,332,046)              (216,634)
Other income                                                                     109,393                 61,881
Funds Released by Chinese Government Liquidator
                                                                14               885,864                      -
Other expense
                                                                                (281,793)               (57,230)
                                                                           --------------      -----------------
Total other income (expenses)                                                   (618,582)              (211,983)
                                                                           --------------      -----------------
INCOME BEFORE TAXES                                                              729,804              6,814,246
INCOME TAX EXPENSE                                              17               547,234                451,823
                                                                           --------------      -----------------
NET INCOME                                                                       182,570              6,362,423
OTHER COMPREHENSIVE INCOME
Foreign currency translation                                                     750,102                      -
                                                                           --------------      -----------------
COMPREHENSIVE INCOME                                                    $        932,672     $        6,362,423
                                                                           ==============      =================
Earnings  per share - basic and diluted                                 $           0.00     $             0.14
                                                                           ==============      =================
Weighted average number of shares outstanding during the
year - basic                                                                  62,273,862             44,502,004
                                                                           ==============      =================

              - diluted                                                       62,610,110             44,502,004
                                                                           ==============      =================

 The accompanying notes are an integral part of these consolidated financial statements.





                                   

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars


                                                                          RESTATED               Accumulated
                                          Common Stock     Additional     (NOTE 20)   RESTATED      other                  RESTATED
                                      -------------------    Paid-In      Retained    (NOTE 20)  comprehen-   Due from    (NOTE 20)
                                       Shares     Amount     Capital      Earnings     Reserves   sive loss  Stockholder     Total
                                      ---------- --------   -----------   -----------  ----------  --------   ---------  -----------
Balance, December 31, 2003,
adjusted for the effect of
recapitalization of reverse
acquisition (Note 6(B))               44,502,004   $44,502  $7,841,363   $6,054,864   $1,286,784  $    -    $(228,148)  $14,999,365

Registered capital appropriation
(Note 16(A))                                   -        -    6,141,639   (6,141,639)           -       -            -             -


Notes receivable - stockholders                -        -            -            -            -       -      175,999       175,999

Net income for the year ended
December 31, 2004                              -        -            -    6,362,423            -       -            -     6,362,423

Transfer from retained earnings for
reserves                                       -        -            -   (6,275,648)    6,275,648      -            -             -
                                      ---------- --------   -----------   -----------  ----------  --------   ---------  -----------
Balance, December 31, 2004            44,502,004  $44,502   13,983,002            -     7,562,432      -      (52,149)   21,537,787

Reverse acquisition  (6(B))            8,376,000   18,376    7,919,370            -             -      -            -     7,937,746

Related party debt settled for
equity  (Note 18)                              -        -    2,415,458            -             -      -            -     2,415,458

Notes receivable - stockholders                -        -            -            -             -      -       23,217        23,217

Comprehensive income (loss)
 - foreign currency translation                -        -            -            -             -   750,102        -        750,102

Transfer from appropriated earnings -
to retained earnings                                                      5,204,022   (5,204,022)                                -
 - to liabilities  (Note 16(B))                                                          (17,103)                           (17,103)
Transfer from retained earnings for
reserves  (Note 16(B))                                                    (286,701)      286,701                                 -

Net income for the year                        -        -            -     182,570             -       -           -        182,570
                                      ---------- --------   -----------   -----------  ----------  --------   ---------  -----------
Balance, December 31, 2005            62,878,004 $ 62,878   $24,317,830   $5,099,891   $2,628,008  $750,102   $(28,932)  $32,829,777
                                      ========== ========   ===========   ===========  ==========  ========   =========  ===========

                        The accompanying notes are an integral part of these consolidated financial statements.


                                       33



             

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars
                                                                                                                        RESTATED
                                                                                                                        (NOTE 20)
                                                                                                      2005                 2004
                                                                                                  --------------    ---------------
 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
   Net income                                                                                     $  182,570        $  6,362,423
   Adjustments to reconcile net income to net cash provided by (used in) operating activities:
     Depreciation and amortization                                                                 5,881,649           2,673,367
     Provision for doubtful accounts                                                                 101,703             124,574
     Provision for (recovery from) obsolete inventories                                             (229,684)            613,378
      Loss on disposition of assets                                                                   54,592                   -
      Write-off of acquired research and development (Note 6(B))                                     265,000                   -
      Funds Released by Chinese Government Liquidator (Note 14)                                     (745,828)                  -
   Changes in operating assets and liabilities, net of effect of reverse
     acquisition (Note 6(B)), (increase) decrease in:
       Accounts receivable                                                                           246,257          (2,532,519)
       Inventories                                                                                 3,699,143          (9,749,199)
       Value added tax receivable                                                                    164,028            (162,443)
       Prepaid expenses                                                                               25,283            (792,158)
       Other receivables                                                                           2,187,880          (1,323,183)
       Deposits                                                                                            -           1,355,793
     Increase (decrease) in:
     Accounts payable                                                                              3,315,993          (4,611,167)
     Other payables and accrued expenses                                                          (4,354,077)         21,377,537
                                                                                                 ------------    ----------------
         Net Cash Provided By (Used In) Operating Activities                                      10,794,509          13,336,403
                                                                                                 ------------    ----------------

 CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
   Purchase of property and equipment                                                            (12,156,051)        (28,147,929)
   Purchase of investment                                                                                  -             (12,077)
   Cash and cash equivalents acquired in connection with reverse acquisition  (Note 6(B))          2,103,481                   -
                                                                                                 ------------    ----------------
          Net Cash Provided By (Used In) Investing Activities                                    (10,052,570)        (28,160,006)
                                                                                                 ------------    ----------------

 CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
   Proceeds from loans payable                                                                     3,575,670          14,561,887
   Due to related companies                                                                       (3,994,813)            480,351
   Due from stockholder                                                                               47,501             175,999
                                                                                                  ----------    ----------------
         Net Cash Provided By (Used In)  Financing Activities                                      (371,642)          15,218,237
                                                                                                  ----------    ----------------
 LOSS ON TRANSLATION OF FOREIGN CURRENCY                                                             30,656                    -
                                                                                                  ----------    ----------------

 NET INCREASE IN CASH AND CASH EQUIVALENTS                                                          400,953              394,634
 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                     910,425              515,791
                                                                                                  ----------    ----------------
 CASH AND CASH EQUIVALENTS AT END OF YEAR                                                         $1,311,378    $        910,425
                                                                                                  ==========   =================

 Cash paid during the year for interest expense                                                   $1,318,590    $        216,634
                                                                                                  ==========   =================
 Cash paid during the year for income taxes                                                       $  598,787    $        285,328
                                                                                                  ==========   =================

SUPPLEMENTAL  DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:  During
March 2005,  $2,415,458 of loans  payable to an entity  related to a director of
the Company was converted into equity of the Company (Note 18).

The Company capitalized  interest of $242,066 and $666,927 during 2005 and 2004,
respectively.


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       34

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

     (A)  Organization and Basis of Presentation

     Pursuant  to a share  purchase  agreement,  dated  June  11,  2004,  Dragon
     Pharmaceutical  Inc.  (the  "Company")  acquired  100%  of the  issued  and
     outstanding  shares of Oriental Wave Holding Limited  ("Oriental  Wave") by
     issuing  44,502,004  common  shares of the Company.  This  transaction  was
     completed  on  January  12,  2005 and has been  accounted  for as a reverse
     acquisition (See Note 6(B)).  Accounting  principles  applicable to reverse
     acquisition has been applied to record the acquisition. Under this basis of
     accounting,   Oriental   Wave  is  the  acquirer  and,   accordingly,   the
     consolidated  entity is  considered to be a  continuation  of Oriental Wave
     with the net  assets  of the  Company  deemed  to have  been  acquired  and
     recorded at its fair market value.  The  Statements of operations  includes
     the results of Oriental Wave for the year ended December 31, 2005 and those
     of the Company from January 13 to December 31, 2005.

     Oriental Wave was  incorporated in the British Virgin Islands on January 7,
     2003. Shanxi Weiqida  Pharmaceutical  Company Limited ("Shanxi Weiqida"), a
     People's  Republic of China limited  liability  company was incorporated on
     January 22, 2002.  Shanxi  Weiqida is  principally  engaged in research and
     development,  manufacturing,  and selling of pharmaceutical products in the
     People's Republic of China ("PRC").

     During  2003,  Shanxi  Weiqida's   shareholders  exchanged  100%  of  their
     ownership  of Shanxi  Weiqida for 50,000  shares of  Oriental  Wave under a
     reorganization  plan. The transfer was accounted for as a reorganization of
     entities under common control as the companies were  beneficially  owned by
     identical   shareholders  and  share  common   management.   The  financial
     statements  have  been  prepared  as if  the  reorganization  had  occurred
     retroactively.

     The consolidated  financial  statements include the accounts of the Company
     and its 100% owned  subsidiaries:  Oriental Wave,  Shanxi Weiqida,  Beijing
     Weixang   Bio-tech  Co.  Ltd.,   Allwin   Newtech   Ltd.,   Sanhe   Kailong
     Bio-pharmaceutical  Co., Ltd., Nanjing Huaxin  Bio-pharmaceutical  Co. Ltd.
     ("Huaxin"),  Allwin Biotrade Inc. and Dragon Pharmaceuticals  (Canada) Inc.
     All significant intercompany balances and transactions have been eliminated
     upon consolidation.

     The accompanying  consolidated  financial  statements have been prepared in
     conformity  with  U.S.  generally  accepted  accounting  principles,  which
     contemplate continuation of the Company as a going concern. The Company has
     a working  capital  deficiency,  however,  the Company has developed and is
     implementing  a plan to decrease its debt and increase its working  capital
     which will allow the Company to continue operations.

     To meet these  objectives,  the  Company  plans to seek  additional  equity
     through  the  conversion  of some of its  liabilities  and expects to raise
     funds through a private investment in order to support existing  operations
     and  expand  the range  and scope of its  business.  The  Company  has also
     significantly  increased production levels to generate additional cash flow
     under contracted  supply  agreements.  In addition,  the Company intends to
     continue to  renegotiate  and extend loans,  as required,  when they become
     due,  as has  been  done in the  past.  There  is no  assurance  that  such
     additional funds will be available for the Company on acceptable  terms, if
     at all. If adequate  funds are not available or not available on acceptable
     terms,  the  Company  may  be  required  to  scale  back  or  abandon  some
     activities.  Management  believes that actions  presently taken provide the
     opportunity  for the Company to continue as a going concern.  The Company's
     ability to achieve  these  objectives  cannot be  determined  at this time.

                                       35

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

     These conditions  raise  substantial  doubt about the Company's  ability to
     continue as a going concern.  These financial statements do not include any
     adjustments that might result from this uncertainty.

     (B) Use of Estimates

     In preparing  consolidated  financial  statements in  conformity  with U.S.
     generally accepted  accounting  principles,  management is required to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and the disclosure of contingent  assets and liabilities at the
     date of the  financial  statements  and revenues  and  expenses  during the
     reported period. Actual results could differ from those estimates.

     (C) Cash and Cash Equivalents

     The  Company   considers  all  highly  liquid   investments  with  original
     maturities  of  three  months  or less at the time of  purchase  to be cash
     equivalents.

     (D) Accounts Receivable

     The Company  extends  unsecured  credit to its  customers  in the  ordinary
     course of business but mitigates the associated risks by performing  credit
     checks and actively  pursuing past due accounts.  An allowance for doubtful
     accounts is established  and recorded based on  management's  assessment of
     the credit history with the customer and current relationships with them.

     (E) Investments

     During the twelve  months  ended  December  31,  2004,  the Company made an
     investment in a private company of $12,077. The investment  represents less
     than 1% of the total equity outstanding of the private company  outstanding
     as of December 31, 2005. The private company  investment is carried at cost
     and written  down to fair  market  value when  indications  exist that this
     investment has other than temporarily declined in value. As of December 31,
     2005, no impairment in the value of the investment has been recorded.

     (F) Inventories

     Inventories  are  stated  at the  lower of cost or  replacement  cost  with
     respect to raw  materials  and the lower of cost and net  realizable  value
     with respect to finished goods and work-in-progress,  cost being determined
     on a weighted  average basis.  The Company  provides  inventory  allowances
     based on excess and obsolete inventories determined principally by customer
     demand and product expiration dates.

     (G) Property and Equipment

     Property and equipment are stated at cost, less  accumulated  depreciation.
     Expenditures for additions,  major renewals and betterments are capitalized
     and  expenditures  for  maintenance  and  repairs are charged to expense as
     incurred.

     Depreciation is provided on a straight-line  basis, less estimated residual
     value over the assets  estimated  useful lives.  The estimated useful lives
     are as follows:

                                       36

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

       Buildings                                               50 Years
       Plant and machinery                                     10 Years
       Motor vehicles                                          8 Years
       Furniture, fixtures and
       equipment                                               5 Years
       Leasehold improvements                       Term of Lease (5 - 10 years)

     Land use rights are stated at cost, less accumulated amortization. The land
     use rights are amortized  over the term of the relevant  rights of 50 years
     from the date of acquisition.

     Depreciable  assets are reviewed for impairment  whenever events or changes
     in  circumstances  indicate that the carrying amount may not be recoverable
     based on projected  undiscounted  cash flows  associated with the assets. A
     loss is  recognized  for the  difference  between  the fair  value  and the
     carrying amount of the assets.  Fair value is determined  based upon market
     quote, if available, or is based on valuation techniques.

     (H) Fair Value of Financial Instruments

     The  carrying   amount  of  the  Company's   cash  and  cash   equivalents,
     receivables, investments, amounts due to and from related parties and loans
     and other  payables  approximates  their fair value.  The fair value of the
     loans payables are estimated  using  discounted  cash flow analysis,  based
     upon the Company's  current borrowing rates, and approximate their carrying
     value.

     (I) Intangible Assets

     Intangible assets represent acquired customer bases and product technology,
     licenses  and  permits  for the  production  and  sales  of  pharmaceutical
     products in China and are amortized on a straight-line  basis over a period
     of seven or ten years.

     Intangible   assets   are  tested  for   impairment   whenever   events  or
     circumstances  indicate that a carrying amount may not be  recoverable.  An
     impairment  loss would be recognized  when the carrying  amount of an asset
     exceeds the estimated  undiscounted cash flows used in determining the fair
     value of the assets.  The amount of the  impairment  loss to be recorded is
     calculated by the excess of the assets  carrying value over its fair value.
     Fair value is determined using a discounted cash flow analysis.

     (J )Goodwill

     Goodwill  represents the excess of the cost of investments in  subsidiaries
     over the fair value of the net identifiable  assets  acquired.  The Company
     reviews the  goodwill of all of its  reporting  units on at least an annual
     basis to ensure  its fair value is in excess of its  carrying  value in the
     financial statements. Any impairment in the value of goodwill is charged to
     income in the period such impairment is determined.

     (K) Revenue Recognition

     The Company recognizes  revenue,  net of estimated  provisions for returns,
     rebates and sales  allowances from the sale of  pharmaceutical  products at
     the time when the  product  is  delivered  to the  customer.  Revenues  are
     recognized  only when the  Company  has  transferred  to the  customer  the
     significant  risk and  rewards  of  ownership  of the  goods,  title to the
     products  transfers,  the amount is fixed and determinable,  evidence of an

                                       37


                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

     agreement exists,  there is reasonable assurance of collection of the sales
     proceeds,  the Company has no future obligations and the customer bears the
     risk of loss.

     (L) Advertising Costs

     Advertising  costs are expensed as incurred.  Advertising  expense  totaled
     $71,755  and  $63,692  for the  years  ended  December  31,  2005 and 2004,
     respectively.

     (M) Research and Development

     Research and development  costs related to both present and future products
     are expensed as incurred.  Total  expenditures  on research and development
     charged to general and administrative expenses for the years ended December
     31, 2005 and 2004 were $208,414 and $193,188, respectively.

     (N) Income Taxes

     The Company  accounts  for income  taxes under the  Statement  of Financial
     Accounting  Standards No. 109,  "Accounting  for Income Taxes"  ("Statement
     109").  Under  Statement  109,  deferred  tax  assets and  liabilities  are
     recognized  for the future tax  consequences  attributable  to  differences
     between the financial  statement  carrying  amounts of existing  assets and
     liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
     liabilities  are  measured  using  enacted  tax rates  expected to apply to
     taxable  income  in the  years in which  those  temporary  differences  are
     expected to be recovered  or settled.  Under  Statement  109, the effect on
     deferred tax assets and  liabilities of a change in tax rates is recognized
     in income in the period  that  includes  the  enactment  date.  The Company
     located its factories in a special economic region in China.  This economic
     region  allows  foreign  enterprises a two-year  income tax exemption  from
     central  government  tax  beginning  in the first year  after  they  become
     profitable,  being the year  commencing  on January 1, 2003 to December 31,
     2004 and a 50% income tax reduction for the  following  three years,  being
     2005 to  2007.  Shanxi  Weiqida  was  approved  as a wholly  owned  foreign
     enterprise in October 2002.

     (O) Foreign Currency Translation

     Shanxi  Weiqida,  Huaxin and Dragon  Pharmaceutical  (Canada) Inc .maintain
     their accounting records in their functional currencies (ie. Renminbi Yuan,
     Renminbi  Yuan and Canadian  dollar,  respectively),  however,  the Company
     reports in U.S. dollars.  Transactions denominated in currencies other than
     US dollars  translated into United States dollars using period end exchange
     rates  as to  assets  and  liabilities  and  average  exchange  rates as to
     revenues and expenses.  Capital accounts are translated at their historical
     exchange rates when the capital transaction occurred.  Net gains and losses
     resulting from foreign exchange translations are included in the statements
     of operations and stockholder's  equity as other comprehensive gain (loss).
     The revenues and expenses of the Company  which are  maintained  in RMB are
     translated  to U.S.  dollars at US$1.00 = RMB 8.20 during the year with the
     assets and liabilities of the Company  maintained in RMB translated to U.S.
     dollars at US$1.00 = RMB 8.07.

     (P) Other Comprehensive Income

     The Company has adopted  SFAS No. 130,  "Reporting  Comprehensive  Income",
     which  establishes  standards for  reporting  and display of  comprehensive
     income, its components and accumulated balances.  The Company is disclosing
     this  information on its Statement of Stockholders'  Equity.  Comprehensive
     income  comprises  equity except those resulting from investments by owners
     and distributions to owners.

                                       38

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

     (Q) Segments

     The  Company  operates in three  reportable  segments,  Chemical  Division,
     Pharma Division and Biotech Division.

     (R) Earnings Per Share

     Earnings per share are computed using the weighted average number of shares
     outstanding  during the period.  Diluted  earnings per share, as determined
     using the treasury method, is equal to the basic income per share as common
     stock equivalents  consisting of options to acquire 6,737,500 common shares
     that are outstanding at December 31, 2005 (2004: Nil) are not significantly
     dilutive, however, they may be dilutive in the future.

     (S) Reclassifications

     Certain  2004  balances  have  been  reclassified  to  conform  to the 2005
     presentation.

     (T) Stock Based Compensation

     The  Company  adopted  the  disclosure-only   provisions  of  Statement  of
     Financial  Accounting  Standards  No.  123  (SFAS  123),   "Accounting  for
     Stock-based  Compensation",  as  amended by SFAS No.  148  "Accounting  for
     Stock-based Compensation - Transition and Disclosure - An amendment of SFAS
     No. 123". SFAS 123 encourages,  but does not require,  companies to adopt a
     fair value based  method for  determining  expense  related to  stock-based
     compensation. The Company continues to account for stock-based compensation
     issued to  employees  and  directors  using the  intrinsic  value method as
     prescribed  under  Accounting   Principles  Board  Opinion  (APB)  No.  25,
     "Accounting for Stock Issued to Employees" and related Interpretations(Note
     1(U)).  The Company has a stock option plan which is disclosed in detail in
     Note 16(c).

     (U) Recent Accounting Pronouncements

     In  November  2004,  the FASB issued  SFAS No.  151,  "Inventory  Costs--an
     amendment  of ARB No.  43,  Chapter  4",  which is the result of the FASB's
     project to reduce  differences  between U.S. and  international  accounting
     standards.  SFAS No. 151 requires idle facility  costs,  abnormal  freight,
     handling costs,  and amounts of wasted  materials  (spoilage) be treated as
     current-period  costs. Under this concept, if the costs associated with the
     actual level of spoilage or  production  defects are greater than the costs
     associated  with the range of normal  spoilage or defects,  the  difference
     would be charged to  current-period  expense,  not  included  in  inventory
     costs.  SFAS No. 151 will be effective for inventory  costs incurred during
     fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 is
     not  expected  to have an impact on the  Company's  consolidated  financial
     statements.

     In  December  2004,  the FASB  issued  SFAS  No.  123(R),  "Accounting  for
     Stock-Based  Compensation".  SFAS  123(R)  establishes  standards  for  the
     accounting  for  transactions  in  which an  entity  exchanges  its  equity
     instruments  for goods or services.  This  Statement  focuses  primarily on
     accounting for transactions in which an entity obtains employee services in
     share-based payment transactions.  SFAS 123(R) requires that the fair value
     of such  equity  instruments  be  recognized  as expense in the  historical
     financial statements as services are performed.  Prior to SFAS 123(R), only
     certain pro-forma disclosures of fair value were required. SFAS 123(R) will
     be  adopted  by the  Company  effective  as of the  beginning  of the first
     interim and annual reporting period that begins after December 15, 2005 and
     will result in the Company  recording a non-cash  stock based  compensation
     based upon the fair value of the options at the time.

                                       39

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

     In May 2005, the FASB issued  Statement of Financial  Accounting  Standards
     SFAS No. 154,  "Accounting Changes and Error Corrections,  a replacement of
     APB  Opinion  No.  20  and  FASB   Statement  No.  3."  SFAS  154  requires
     retrospective  application  to  prior  periods'  financial  statements  for
     changes in accounting  principle,  unless it is  impracticable to determine
     either the period-specific  effects or the cumulative effect of the change.
     SFAS  154 also  requires  that  retrospective  application  of a change  in
     accounting  principle  be  limited to the  direct  effects  of the  change.
     Indirect effects of a change in accounting  principle,  such as a change in
     non-discretionary  profit-sharing  payments  resulting  from an  accounting
     change,  should be recognized in the period of the accounting change.  SFAS
     154 also requires that a change in depreciation, amortization, or depletion
     method for long-lived, non-financial assets be accounted for as a change in
     accounting estimate effected by a change in accounting principle.  SFAS 154
     is  effective  for  accounting  changes and  corrections  of errors made in
     fiscal years beginning after December 15, 2005. Early adoption is permitted
     for  accounting  changes and  corrections  of errors  made in fiscal  years
     beginning after the date this Statement is issued. The adoption of this new
     accounting  pronouncement  is not expected to have a material impact on its
     consolidated financial position, results of operations or cash flows.

NOTE 2 ACCOUNTS RECEIVABLE

     Accounts receivable at December 31, 2005 and December 31, 2004 consisted of
     the following:


                                                                                                   
                                                                            December 31, 2005        December 31, 2004
                                                                           --------------------      -------------------

       Trade and other receivables                                      $            8,409,047    $          6,799,872
       Less: allowance for doubtful accounts                                           502,327                 124,574
                                                                           --------------------      -------------------
       Accounts receivable, net                                         $            7,906,720    $          6,675,298
                                                                           ====================      ===================

     For the ended  December  31,  2005,  the Company  recorded a provision  for
     doubtful accounts of $101,703 in the Consolidated  Statements of Operations
     compared to $124,574 for the year ended December 31, 2004.

NOTE 3 INVENTORIES

     Inventories  at December 31, 2005 and  December  31, 2004  consisted of the
     following:

                                                                             December 31, 2005       December 31, 2004
                                                                           --------------------      -------------------
       Raw materials                                                    $            4,144,900    $          4,287,604
       Work-in-progress                                                              6,280,283              10,994,088
       Finished goods                                                                4,523,663               2,302,073
                                                                           --------------------      -------------------
                                                                                    14,948,846              17,583,765
       Less: provision for obsolescence                                                817,111                 959,859
                                                                           --------------------      -------------------
                                                                        $           14,131,735    $         16,623,906
                                                                           ====================      ===================



                                       40

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

     For the year ended December 31, 2005, the Company  recorded a recovery from
     obsolete  inventories  of  $229,684,  in  the  Consolidated  Statements  of
     Operations compared to a provision for obsolete inventories of $613,378 for
     the year ended December 31, 2004.

NOTE 4 DUE TO RELATED PARTIES

     The amounts due to related  parties at December  31, 2005 and  December 31,
     2004 are unsecured and non-interest bearing:



                                                                                                
                                                                         December 31, 2005         December 31, 2004
                                                                         ------------------       -------------------
                                                                      $                  -     $          1,328,502
             Due to a company owned by a stockholder and
             director due March 2006

             Due to the spouse of a shareholder and director                        61,993

             Due  to  a  company  owned  by  a  stockholder   and
             director due March 2006                                                     -                 4,660,984
                                                                         ------------------       -------------------
                                                                                    61,993                5,989,486
             Less: current maturities                                               61,993                4,660,984
                                                                         ------------------       -------------------
                                                                      $                  -     $          1,328,502
                                                                         ==================       ===================

NOTE 5   PROPERTY AND EQUIPMENT

     The  following is a summary of property and  equipment at December 31, 2005
     and December 31, 2004:

                                                                      December 31, 2005
                                                  -----------------------------------------------------------
                                                                          Accumulated            Net Book
                                                       Cost              Depreciation             Value
                                                  ----------------     ------------------     ---------------
     Plant and equipment                      $       46,673,710   $          7,350,550   $      39,323,160

     Land use rights and buildings                    21,312,872                743,593          20,569,279
     Motor vehicles                                      752,919                218,136             534,783
     Furniture and office equipment                    3,066,099              1,252,221           1,813,878
     Leasehold improvements                            1,020,949              1,018,504               2,445
     Construction in progress                          6,984,143                      -           6,984,143
                                                  ----------------     ------------------     ---------------

                                               $      79,810,692   $         10,583,004   $      69,227,688
                                                  ================     ==================     ===============



                                       41



                 

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars



                                                                           December 31, 2004
                                                  ---------------------------------------------------------
                                                                        Accumulated            Net Book
                                                       Cost             Depreciation            Value
                                                  ---------------     -----------------     ---------------
        Plant and equipment                    $      41,154,014   $         2,293,918   $        38,860,096
        Land use rights and buildings                 18,552,438               370,169            18,182,269
        Motor vehicles                                   611,261                55,166               556,095
        Furniture and office equipment                 2,499,188               392,511             2,106,677
        Construction in progress                       2,691,179                     -             2,691,179
                                                  ---------------     -----------------     ---------------

                                               $      65,508,080   $         3,111,764   $        62,396,316
                                                  ===============     =================     ===============

     Depreciation  expense  for years ended the  December  31, 2005 and 2004 was
     $5,352,714 and $2,612,981, respectively. Land use rights and equipment with
     a net book  value of $23.3  million  are  pledged as  collateral  for $19.7
     million in loans payable (Note 10).

NOTE 6 ACQUISITIONS

     (A) Land Use Rights

     During July 2003, the Company acquired Land Use Rights and buildings from a
     government  liquidator in exchange for assuming  certain future  employment
     and  healthcare   costs  of  its  former  employees  and  Land  Use  Rights
     acquisition costs of the factory. The agreement requires the Company to pay
     certain  minimum  wages  and  health  care  costs  until  the date of their
     employment, retirement or death, whichever occurs first. The maximum amount
     of the  liabilities  assumed  on the  closing  date  was  $8,897,685  which
     approximates  the  appraised  value of the Land Use  Rights  acquired.  The
     Company has  calculated  the related asset value by computing the estimated
     fair value of the  future  expected  payments  to the  remaining  employees
     assuming an  interest  rate of 3% and has  recorded  the Land Use Rights at
     $3,332,907  (See Notes 8 and  15(D)).  Subsequent  to the  acquisition  the
     Company  rehired a number of the former  employees,  reducing  the expected
     future  payments  required.  The Company has accounted for the reduction of
     the obligation by reducing the amount of Land Use Rights recorded.

     The cost of Land Use Rights as at December 31, 2005 and 2004 is as follows:

                                                                                     RESTATED
                                                          December 31,               (NOTE 20)
                                                              2005                December 31, 2004
                                                         ----------------     --------------------------
Original Cost recorded                                $        3,332,907   $                  3,332,907
Less:   reduction  of  future  accrued  retirement
benefit                                                        1,389,799                      1,135,238
                                                         ----------------     --------------------------
Cost of Land Use Rights                               $        1,943,108   $                  2,197,669
                                                         ================     ==========================



                                       42

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

     The Land Use Rights,  which are included in Property  and  equipment in the
     consolidated  balance sheet,  have been reduced by $254,561 during the year
     ended  December  31,  2005  (2004:  $1,135,238)  and will be reduced in the
     future  should  payments  be  further  reduced  due  to  additional  former
     employees being rehired.

     (B) Oriental Wave Holding Limited

     The Company  completed the acquisition of Oriental Wave on January 12, 2005
     whereby the Company issued  44,502,004 common shares in exchange for all of
     the  issued  and  outstanding  shares of  Oriental  Wave.  The  acquisition
     represented an important  strategic step in  strengthening  the competitive
     position of the Company. The transaction has been approved by the Company's
     shareholders and the regulatory authorities,  who also approved an increase
     in the authorized share capital to 200,000,000 common shares.

     This  transaction  resulted in the former  shareholders  of  Oriental  Wave
     owning 68.35% of the issued and  outstanding  shares of the combined entity
     as of  January  12,  2005.  Accounting  principles  applicable  to  reverse
     acquisition has been applied to record the acquisition. Under this basis of
     accounting,   Oriental   Wave  is  the  acquirer  and,   accordingly,   the
     consolidated  entity is  considered to be a  continuation  of Oriental Wave
     with the net  assets  of the  Company  deemed  to have  been  acquired  and
     recorded  at its fair  market  value of  approximately  $7.9  million.  The
     Statement of operations  includes the results of Oriental Wave for the year
     ended  December  31,  2005 and  those of the  Company  from  January  13 to
     December 31, 2005.

     The allocation of the net assets acquired is as follows:

       Cash and cash equivalents                      $      2,103,481
       Accounts receivable                                   1,527,554
       Inventories                                             549,189
       Prepaid and deposits                                    100,421
                                                  ---------------------
       Total Current Assets                                  4,280,645
       Property and equipment                                  785,742
       Intangible assets                                     3,380,222
       In-process research and development                     265,000
       Goodwill                                                965,000
                                                  ---------------------
       Total Assets                                          9,676,609

       Less accounts payables and accrued liabilities      (1,738,863)
                                                  ---------------------

       Net assets acquired                            $     7,937,746
                                                  =====================

     The intangible assets consist of the production  technology and license and
     customer  base  acquired  and are  being  amortized  over a period of seven
     years.  The  in-process  research and  development  costs of $265,000  were
     written-off to other expense subsequent to the acquisition.

                                       43


                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

     A summarized  statement of  operations  for the Company for the twelve days
     ended January 12, 2005 is as follows:

        Sales                                           $  145,435
        Gross Profit                                       109,059
        Total operating expenses                           166,881
        Loss for the period                             $  (57,822)

     Pro-forma  financial  information  for the year ended  December  31,  2004,
     assuming the acquisition occurred January 1, 2004, are as follows:

                                                             2004
                                                    ----------------------
        Sales                                            $32,728,391
        Gross profit                                      15,042,058
        Net income                                         5,419,705
        Earnings per share                                    $ 0.08


NOTE 7   INTANGIBLE ASSETS

     The  Company  acquired  $603,865 in  licenses  from a company  related to a
     director in 2002 with the balance  being  recorded  pursuant to the reverse
     acquisition of Oriental Wave (Note 6(B)).

     Intangible  assets  consist of the  following  as of December  31, 2005 and
     December 31, 2004:

                                     December 31, 2005       December 31, 2004
                                     ------------------     -------------------
       Production technology            $ 1,670,223           $          -
       Product licenses                   1,217,905                603,865
       Customer base                      1,160,000                      -
                                      ------------------     --------------
                                          4,048,128                603,865
       Less: accumulated amortization       681,062                171,096
                                      ------------------     --------------
                                        $ 3,367,066           $    432,769
                                      ==================     ==============

     Amortization  expense  for  years  ended  December  31,  2005  and 2004 was
     $528,935 and $60,386, respectively.

                                       44

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars


NOTE 8   ACCRUED RETIREMENT BENEFITS

       During July 2003, the Company acquired Land Use Rights and buildings from
       a government liquidator. The present value of the accrued retirement
       benefits assumed is recorded at December 31, 2005 and December 31, 2004
       as follows:


             
                                                                           December 31, 2005       December 31, 2004
                                                                          -------------------     -------------------

       Total liabilities assumed at closing date                          $       8,897,685       $       8,897,685
       Less: reduction of liability due to re-employment                        (4 ,949,474)             (4,949,474)
       Less:  net  present  value  of  liabilities   initially  not
        expected to be paid                                                        (615,304)               (615,304)
                                                                          -------------------     -------------------
       Present value of expected liabilities at closing date                      3,332,907               3,332,907
       Less:  amounts  paid  and  adjustment  for  liabilities  not
        expected to be paid                                                       2,621,797              2,348,154
                                                                          -------------------     -------------------
                                                                                    711,110                984,753
       Less: current portion                                                         90,714                114,432
                                                                          -------------------     -------------------
                                                                       $            620,396   $            870,321
                                                                          ===================     ===================


     Under the terms of the  contract  with the  liquidator,  the  Company  will
     remain  contingently  liable  for  these  liabilities  until  the  date  of
     retirement or re-employment for each employee (See Notes 6(A) and 15).

NOTE 9 OTHER PAYABLES AND ACCRUED LIABILITIES

     Other  payables and accrued  liabilities  at December 31, 2005 and December
     31, 2004 consist of the following:



                                                                                                 
                                                                    December 31, 2005              December 31, 2004
                                                                ----------------------      -------------------------

       Machinery and equipment payable                            $         4,253,448          $          6,687,924
       Non-interest bearing demand loans                                    1,416,357                       362,319
       Current portion of long term payables                                7,157,013                     5,693,464
       Accrued expenses                                                     1,147,101                       666,734
       Value added tax payables                                               277,052                             -
       Income taxes payable                                                   144,499                       166,495
       Other taxes payable                                                    159,809                       121,054
       Deposits received from customers                                     3,311,187                     4,007,173
                                                                ----------------------      -------------------------
                                                                  $        17,866,466          $         17,705,163
                                                                ======================      =========================


                                       45

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars



             


NOTE 10 LOANS PAYABLE

     The Loans payable, denominated in Renminbi Yuan, are as follows:

                                                                          December 31, 2005         December 31, 2004
                                                                         ------------------       --------------------
       RMB 6.68 million Loan payable to a bank,  interest rate of          $           -           $         806,763
        6.372%  per  annum,  guaranteed  by a  third  party,  due
        June 2005

       RMB 30 million Loan payable to a bank, interest
        rate of 6.138% per annum, secured by property and
        equipment of $5,127,329, due November 2005                                                          3,623,188

       RMB 70 million Loan payable to a bank, interest
        rate of 6.039% per annum, secured by property and
        equipment, due April 2005                                                        -                  8,454,106

       RMB 4.8 million Loan payable to a bank, interest
        rate of 8.874% per annum, guaranteed by an
        unrelated third party, due April 2006                                      594,796                          -

       RMB 15,000,000 Loan payable to a bank, interest
        rate of 6.138% per annum, secured by property and
        equipment of $3,031,680, due April 2006                                  1,858,736                          -

       RMB 30 million Loan payable to a bank, interest
        rate of 6.138% per annum, secured by property and
        equipment of $5,127,112, due May 2006                                    3,717,472

       RMB 5 million Loan payable to a bank, interest
        rate of 7.254% per annum, secured by property and
        equipment of $1,230,706, due September 2006                                619,579                          -

       RMB 1.6 million Loan payable to a bank, interest
        rate of 7.254% per annum, secured by property and
        equipment of $721,832, due September 2006                                  208,178                          -

       RMB 52.3 million Loan payable to a bank, interest
        rate of 6.92% per annum, secured by property and
        equipment of $9,506,733, due November 2006                               6,480,793                  6,316,426

       RMB 55 million Loan payable to a bank, interest
        rate of 6.336% per annum, secured by property and
        equipment of $3,679,937, due April 2007                                  6,815,366                          -

       RMB 38 million  Loan  payable  to a company,
        non-interest bearing and unsecured, due June 30,
        2007                                                                     4,709,643                  4,622,273


                                       46

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

                                                                                                       RESTATED
                                                                                                        (NOTE 20)
                                                                          December 31, 2005         December 31, 2004
                                                                         ------------------       --------------------

       RMB 24.79 million Loan payable to a company,
        non-interest bearing and unsecured, due December 2007                    3,071,387                         -
                                                                         ------------------       --------------------
                                                                                28,075,950                23,822,756
        Less current maturities                                                 13,479,554                12,884,057
                                                                         ------------------       --------------------
                                                                      $         14,596,396     $          10,938,699
                                                                         ==================       ====================

       Maturities are as follows:

                                 Fiscal year ended December 31,
                                              2006                                            $          13,479,554
                                              2007                                                       14,596,396
                                                                                                 -------------------
                                                                                              $          28,075,950
                                                                                                 ===================


NOTE 11  NOTES PAYABLE

     The  Company  has  issued a number of notes  payable  to  vendors  totaling
     $3,327,829.  These notes are due between  February 2006 and June 2006,  are
     non-interest  bearing and are secured by $3,327,829 in bank  deposits.  The
     bank deposits may be used only for the purpose of repaying the notes.

NOTE 12  LONG TERM  ACCOUNTS  PAYABLE

                                                December 31,        December 31,
                                                   2005                 2004
                                                --------------      ------------
     Non  interest  bearing  amounts  payable
     to  contractors  related  to  the
     acquisition of plant and equipment.
     The amounts have been discounted using
     a rate of 6.5% as a result of term
     modifications made in 2005. The discount
     has been applied  against the cost of the
     plant and equipment  acquired.             $ 12,216,832       $  17,250,874
                                                ============       =============

     During the year the Company accreted interest of $146,949 (2004: $Nil).

     Future annual payments are as follows:

           2007           $   1,855,261
           2008              12,409,757
                          -------------
                          $  14,265,018
                          =============


                                       47

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

NOTE 13   SEGMENTS

     The Company  operates in three  reportable  segments,  the Pharma Division,
     Chemical  Division  and  Biotech  Division.  The Pharma  Division  produces
     chemical  generic,  mainly  anti-infectious,  drugs. The Chemical  Division
     produces   the  bulk   intermediate   or   ingredient   to  sell  to  other
     pharmaceutical  companies  for  further  processing  and  formulation  into
     finished products. The Biotech Division produces  Erythropoietin or EPO, an
     injection that  stimulates  red blood cell. The accounting  policies of the
     segments are the same as described in the summary of significant accounting
     policies.  The Company evaluates segment performance based on gross profit.
     All sales by division were to external  customers (see Note 19 also).  As a
     result,  the  components  of  gross  profit  for  one  segment  may  not be
     comparable to another segment.  The following is a summary of the Company's
     segment  information  for the years ended December 31, 2005 and 2004 and as
     of December 31, 2005 and December 31, 2004.



                     

                                                  Chemical             Pharma             Biotech
                                                  Division            Division           Division              Total
                                               ---------------     ---------------     --------------     ----------------
2005
Sales                                       $       27,326,459   $      25,084,011   $      3,834,324  $        56,244,794
Gross profit                                         1,084,543          10,081,972          2,782,440           13,948,955
Depreciation and amortization                        4,307,874             689,986            883,789            5,881,649

As at December 31, 2005
Total assets                                       75, 831,748          17,601,551          8,133,197          101,566,496
Additions to long-lived assets                      10,238,939             116,961          1,800,151           12,156,051
Intangible assets                                       47,336             382,072          2,937,658            3,367,066


2004
Year ended December 31, 2004
Sales                                       $        4,248,906   $      24,774,224   $             -  $          29,023,130
Gross profit                                           216,380          12,666,445                 -             12,882,825
Depreciation and amortization RESTATED                                                                                    7
(NOTE 20)                                            2,033,933             639,434                 -              2,673,36

As at December 31, 2004
Total assets                                                                                                              4
RESTATED (NOTE 20)                                  66,726,390          23,611,914                 -             90,338,30
Additions to long-lived assets                      27,295,156             852,773                 -             28,147,929
Intangible assets                                            -             432,769                 -                432,769



                                       48

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

NOTE 14     OTHER INCOME - Funds Released by Chinese Government Liquidator

     In  July  2003,  the  Company,  through  Shanxi  Weiqida,  acquired  out of
     bankruptcy  the Land Use Rights of a state-owned  enterprise.  (Please also
     refer to Note 6(A)) After entering into this  transaction,  the Company was
     approached  by an unrelated  state agency to  administer  certain  benefits
     payable to former  employees of the agency (the  government  liquidator) as
     the Company had already  established an  infrastructure to make payments to
     these employees for settlement of liabilities  related to the  transaction.
     As a  result,  during  2004,  the  Company  received  $1,751,208  from  the
     government  liquidator,  for the  settlement  of  human  resources  related
     expenses of the bankrupt  enterprise.  As well, during the first quarter of
     2005,  a  separate  municipal  agency,  the  Datong  Municipal  Government,
     approved  the  transfer  of a fund with a balance  of  $140,036  originally
     reserved  for the  employee  housing  welfare  as  part of the  liquidation
     process of the state-owned enterprise.  The two agencies,  unrelated to the
     acquisition,  allowed the Company to retain the cash balance of $745,828 as
     well as the reserve of $140,036  as payment  for  services  provided by the
     Company.  As a result, the Company recorded other income of $885,864 during
     the current year to reflect the above transactions.

NOTE 15   COMMITMENTS AND CONTINGENCIES

     (A) Employee Benefits

     The full time employees of Shanxi Weiqida are entitled to employee benefits
     including medical care,  worker  compensation,  unemployment  insurance and
     pension  benefits  through a  Chinese  government  mandated  multi-employer
     defined  contribution  plan.  The  Company is  required to accrue for those
     benefits based on certain percentages of the employees' salaries. The total
     provision  for such  employee  benefits  was  $442,536 and $642,856 for the
     years  ended  December  31,  2005 and 2004,  respectively.  The  Company is
     required to make  contributions to the plans out of the amounts accrued for
     medical and pension benefits. The Chinese government is responsible for the
     medical benefits and the pension liability to be paid to these employees.

     (B) Loan Guarantee

     The  Company  has  guaranteed  a bank loan to a  supplier  in the amount of
     $2,478,000  (RMB20  million) due on July 16, 2006.  Interest on the loan is
     charged  at 7.905% and the bank has the right to seek  settlement  from the
     Company for payment should the supplier fail to repay the loan. There is no
     recourse or possible  recovery for the Company should the suppliers default
     on their  bank  loans.  The  maximum  potential  amount of future  payments
     (undiscounted)  that the Company  could be  required to make is  $2,584,000
     (RMB20.85 million).  The Company provided the guarantees to these suppliers
     to maintain a good business relationship.

     The Company has also issued a guarantee  to a bank as security for loans to
     a third party vendor of  $2,478,000  (RMB20  million) due on September  26,
     2007 and $3,718,000  (RMB30  million) due on October 27, 2007.  Interest is
     charged  at the bank's  base rate plus  5.9475 %. The bank has the right to
     seek  settlement from the Company for payment should the third party vendor
     fail to repay the loan.  The maximum  potential  amount of future  payments
     (undiscounted)  that the  Company  could be required to make is $ 6,855,000
     (RMB55.32  million).  This vendor has pledged  assets  totaling  $8,699,000
     (RMB70.2 million) to the Company for this guarantee.

                                       49

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

     (C) Capital Commitments

     According to the Articles of Association of Shanxi Weiqida, the Company has
     to fulfil registered  capital of $19,704,877 (RMB 159,018,360)  within five
     years from  December  16, 2003.  As of December  31, 2005,  the Company has
     fulfilled  $15,037,562 (RMB 121,353,123) of registered capital  requirement
     and has registered capital commitments of $4,667,316 (See Note 16(A)).

     (D) Contingent Employment Benefits

     During July 2003, the Company acquired land and buildings from a government
     liquidator in exchange for assuming certain future  employment,  healthcare
     and land acquisition costs of the factory and its former  employees.  Under
     the terms of the  contract  with the  liquidator,  the Company  will remain
     contingently  liable for these  liabilities  until the  earliest of date of
     retirement,  re-employment  or death for each employee.  As of December 31,
     2005,  the Company has rehired 674 former  employees,  237  employees  have
     retired  and 143 former  employees  remain  unemployed.  If the  Company is
     unable  to  provide  continued  employment  to these  remaining  unemployed
     individuals, it will be liable to pay them each approximately $55 per month
     until  his or her date of  retirement,  at age 60 or 50,  respectively,  or
     death, whichever comes first (See Notes 6 & 8).

     (E) Operating Leases

     The  Company  has  entered  into an  operating  lease  agreement  for their
     administrative   offices  in  Vancouver  for  an  amount   escalating  from
     CDN$200,000 to CDN$232,000 (US$170,000 to US$198,000) per annum until March
     31, 2007.  Minimum  payments  required  under the agreement are as follows:


                             2006               $ 198,322
                             2007                  49,949

                            Total               $ 248,271

     Subsequent  to December 31, 2005,  the Company  subleased  the premises and
     entered into a new lease agreement (see Note 21(a)).

     The Company closed Huaxin's production in Nanjing, effective July 31, 2005,
     and has completed  construction  of a new facility in Datong,  China at the
     site  of  the  manufacturing  facilities  of  Oriental  Wave.  The  Company
     negotiated  the  termination  of its  lease,  without  penalty,  though the
     Company  agreed to relinquish  some fixtures and equipment  with a carrying
     value of RMB 2.23  million  ($271,500)  to the landlord in exchange for the
     forgiveness of RMB785,000 ($96,000) in past rent payable. In addition,  the
     Company paid  approximately RMB 600,000 ($70,000) relating to severance and
     benefit costs associated with the closure.

     (F) Cell Line Development

     The Company has contracted with a European  Institute of  Biotechnology  to
     develop  a  high  yield  proprietary  cell  line  and  production   process
     technology for the Company.  Product from this advanced  technology will be
     used by the Company to enter the European market, once certain competitor's
     patents  expire.  The total cost of development is $592,000 (EUROS 500,000)
     of which $355,000  (EUROS 300,000) is yet to be incurred as of December 31,
     2005.

     Subsequent to December 31, 2005, the Company  disposed of the cell line and
     related obligations. (see Note 21(b)).

                                       50

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

NOTE 16   STOCKHOLDERS' EQUITY

     (A) Capital Contribution (See note 15(C))

     On January  31, 2005 and on February  22,  2005  Oriental  Wave paid Shanxi
     Weiqida $479,988 and $198,682, respectively, towards its registered capital
     requirement  under Chinese law.  During 2004,  Shanxi Weiqida  appropriated
     $6,141,639  in  retained  earnings  and  applied it toward  the  registered
     capital requirement.

     (B) Reserves

     Pursuant  to  PRC   regulations,   Shanxi   Weiqida  is  required  to  make
     appropriations  to  reserves  funds,  comprising  the reserve  fund,  staff
     welfare fund and enterprise  expansion fund,  based on after-tax net income
     determined in accordance with generally accepted  accounting  principles of
     the  People's  Republic  of China (the "PRC  GAAP").  Appropriation  to the
     reserve fund should be at least 10% of the after tax net income  determined
     in accordance with the PRC GAAP until the reserve is equal to 50% of Shanxi
     Weiqida's  registered capital. The reserve fund is established for covering
     the  potential  loss.  Appropriations  to the staff  welfare  fund are at a
     percentage,  as determined by the Board of Directors,  of the after tax net
     income  determined in accordance  with the PRC GAAP. The staff welfare fund
     is established for the purpose of providing  employee  facilities and other
     collective  benefits to the  employees.  Appropriations  to the  enterprise
     expansion  fund are made at the  discretion of the Board of Directors.  The
     enterprise  expansion fund is established for expanding business operation.
     The reserve  fund and  enterprise  expansion  fund are  recorded as part of
     shareholders' equity but are not available for distribution to shareholders
     other than in  liquidation;  while the staff  welfare fund is recorded as a
     liability and is not for distribution to shareholders.  The  appropriations
     for reserves are made by the Board of Directors on an annual basis.  During
     the year the Company transferred  $5,204,022 in excess  appropriations made
     in prior  years from  reserves  to  retained  earnings.  The  Company  also
     appropriated  reserves of $286,701  based upon the current year's after tax
     net income.

     (C) Stock Options

     The Company has adopted the 2005 Stock  Option Plan,  effective  August 13,
     2005,  which allows for the granting of options to Directors  and Employees
     for a period of up to ten  years.  The  Company  did not grant any  options
     during the year ended December 31, 2004. During the year ended December 31,
     2005,  the  Company  granted  options to its  directors  and  employees  to
     purchase  5,920,000  shares at a weighted average price of $0.91 per share,
     with 2,260,000 shares at exercise price of $1.18 (being the market price at
     the time)  expiring on January 12,  2010 and  3,660,000  shares at exercise
     price of $0.74 (being the market  price at the time)  expiring on September
     30, 2010. Options to purchase 4,320,000 shares were exercisable immediately
     with  400,000  options  becoming  available  on January 12,  2006,  400,000
     options becoming  available on September 30, 2006, 400,000 options becoming
     available on January 12, 2007 and the balance of 400,000 options vesting on
     September 30, 2007.

                                       51

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars



                         


     The  following  summarizes  stock  option  information  for the year  ended
     December 31, 2005:

       --------------------------------------------------------------- ----------------------- -----------------------
                                                                                                             Weighted
                                                                              Shares                          Average
                                                                                                       Exercise Price
       --------------------------------------------------------------- ----------------------- -----------------------

              Options outstanding at December 31, 2003                        2,599,000                  $   2.04
              Forfeited                                                       (705,000)                  $   1.57
              Exercised                                                       (145,000)                  $   0.50
       --------------------------------------------------------------- ----------------------- -----------------------

              Options outstanding at December 31, 2004                        1,749,000                  $   2.36
              Granted                                                         5,920,000                  $   0.91
              Forfeited                                                      (1,231,500)                 $   2.93

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

              Options outstanding at December 31, 2005                        6,437,500                  $   0.92
       =============================================================== ==================== ========================

       See Note 21(d) also.

                               Options Outstanding                                              Options Exercisable
-----------------------------------------------------------------------------------     -------------------------------------
                                                 Weighted
                                                  Average            Weighted                                   Weighted
      Range of                                   Remaining            Average                                   Average
      Exercise               Number             Contractual          Exercise                 Number            Exercise
       Prices             Outstanding              Life                Price               Exercisable           Price
--------------------- --------------------- -------------------- ------------------     ------------------- -----------------
       $0.01 - $1.00             4,010,000         4.53                $0.73                     3,197,500       $0.73
       $1.01 - $2.00             2,427,500         3.85                $1.22                     1,627,500       $1.23
                                 ---------         ----                -----                     ---------       -----
                                 6,437,500         4.27                $0.92                     4,825,000       $0.90
                                 =========         ====                =====                     =========       =====



     The Company  accounts for its stock-based  compensation  plan in accordance
     with APB  Opinion No. 25,  under which no  compensation  is  recognized  in
     connection  with  options  granted to  employees  and  directors  except if
     options are granted with a strike price below fair value of the  underlying
     stock.  The  Company  adopted  the  disclosure  requirements  SFAS No. 123,
     Accounting  for  Stock-Based  Compensation.  Accordingly,  the  Company  is
     required  to  calculate  and  present  the pro forma  effect of all  awards
     granted. For disclosure purposes,  the fair value of each option granted to
     an  employee  has  been  estimated  as of  the  date  of  grant  using  the
     Black-Scholes   option  pricing  model  with  the  following   assumptions:
     risk-free interest rate of 5.5%,  dividend yield 0%, volatility of 90%, and
     expected lives of  approximately  0 to 5 years.  The weighted  average fair
     value of the  options  granted  during the period was $0.69 for the options
     granted  in January  2005 and $0.43 for the  options  granted in  September
     2005.  Based on the  computed  option  values and the number of the options
     issued,  had the Company  recognized  compensation  expense,  the following
     would have been its effect on the  Company's  net income and  earnings  per
     share:

                                       52


                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars



             


               ------------------------------------------------ ------------------- ------------------
                                                                                        RESTATED
                                                                                        (NOTE 20)
               For the year ended December 31,                         2005               2004
               ------------------------------------------------ ------------------- ------------------

               Net income for the period:
               - as reported                                            $ 182,570          $6,362,423
               - pro-forma                                            ($2,419,044)         $6,362,423
               ------------------------------------------------ ------------------- ------------------

               Basic and diluted income per share:
               - as reported                                                 $0.00              $0.14
               - pro-forma                                                 ($0.04)              $0.14
               ------------------------------------------------ ------------------- ------------------


NOTE 17    INCOME TAXES

     (a)  Shanxi  Weijida  and  Huaxin are  subject to income  taxes in China on
          their taxable income as reported in their statutory  accounts at a tax
          rate in accordance with the relevant income tax laws.

          Oriental  Wave,  Allwin  Newtech Ltd. and Allwin  Biotrade Inc are BVI
          companies and are not subject to income taxes.  Dragon  Pharmaceutical
          Inc.  and Dragon  Pharmaceutical  (Canada)  Inc. are U.S. and Canadian
          companies,   respectively,   and  are   subject   to  taxes  in  those
          jurisdictions.

          The  Company  has   structured  its  business  and  operations  on  an
          international basis. The Company's history is that they have also been
          involved in a number of business combinations. As a result the Company
          could be  involved in various  investigations,  claims and tax reviews
          that arise in the  ordinary  course of  business  activities.  Each of
          these matters is subject to various  uncertainties  and it is possible
          that  some  of  these  matters  may be  resolved  unfavourably  to the
          Company.  The Company has  established an accrual for matters that are
          probable and can be reasonably estimated. Management believes that any
          liability  that may  ultimately  result from the  resolution  of these
          matters in excess of amounts provided will not have a material adverse
          effect on the  financial  position  or  results of  operations  of the
          Company.

     (b)  The tax effect of temporary  differences that give rise to significant
          components of the deferred tax assets (liability) are as follows:

                                               December 31,        December 31,
                                                   2005               2004
                                              --------------     --------------
          Excess (deficiency) of tax cost
              over net book value of:
            Inventory                          $  477,054         $   186,664
            Property and equipment              2,353,111           1,692,170
            Other net assets (liabilities)       (612,414)            415,806
          Losses carried forward                3,706,881                   -
                                              --------------       -------------
          Total deferred tax assets             5,924,632           2,294,640
          Less:  valuation allowance           (5,924,632)         (2,294,640)
                                             ----------------     --------------
          Net deferred tax assets              $        -         $         -
                                              ===============     ==============

                                       53

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

          The valuation  allowance is reviewed  periodically.  When circumstance
          change and this  causes a change in  management's  judgment  about the
          realizeability of deferred tax assets, the impact of the change on the
          valuation allowance is generally reflected in current income,

          The company has non-capital  losses carried forward of US $7.9 million
          in Canada expiring between 2008 and 2015 and US $3.0 million in the US
          expiring in 2021. As a result of the  acquisition  of Oriental Wave, a
          change in ownership under IRC Section 382 has occurred. As a result of
          the  change  in  ownership,  the U.S.  pre-acquisition  losses  of the
          Company  would be  limited  in their  use to  offset  post-acquisition
          income earned by the U.S.  entity.  The Company has not determined the
          limitation amount. The amount of losses being carried forward that are
          subject to this limitation is approximately $3 million.

          All  income  and taxes are  attributable  to  foreign  and  continuing
          operations.  A reconciliation  of the federal statutory income tax, at
          the statutory rate of 35% to the Company's  effective income tax rate,
          for the years ended December 31, 2005 and 2004 are as follows:


                                                                                      

                                                                      2005                    2004
                                                                -----------------        ----------------

       Income before taxes                                             $ 729,804              $6,814,246
       Statutory tax rate                                                   35 %                    35 %
                                                                -----------------        ----------------
       Income tax expense at statutory tax rates                         255,431               2,384,986
       Foreign tax rate differential                                    (498,905)             (2,032,733)
       Expenses not deductible for income tax purposes                    49,373                       -
       Tax exempted income                                              (147,314)                 99,570
       Non-recognition of benefit of loss carry forward                  888,649                       -
                                                                -----------------        ----------------
       Income tax expense                                              $ 547,234               $ 451,823
                                                                =================        ================


NOTE 18   RELATED PARTY TRANSACTIONS

     During March 2005,  $2,415,458 of loans  payable to an entity  related to a
     director of the Company was converted into equity of the Company.

     See Notes 4, 7 and 21(b) also.

NOTE 19   CONCENTRATIONS AND RISKS

     81% and 95% of the Company's revenues for the years ended December 31, 2005
     and 2004,  respectively,  were derived from customers located in China. The
     Company had sales of  $6,593,391  and  $644,100 in the Chemical and Biotech
     Divisions  to  customers  in  India  ,  representing  13% of the  Company's
     revenues for the year ended December 31, 2005.  99% and 100%,  respectively
     of its assets at December 31, 2005 and 2004 were located in China.

     Sales to the Company's five largest  customers  accounted for approximately
     32.9% and 12.4% of the  Company's  sales for the years ended  December  31,
     2005 and 2004, respectively;  while sales to the Company's largest customer
     accounted for approximately  11.9% and 2.7%%,  respectively.  Amounts owing
     from one  customer  represented  11.8% of the  Company's  trade  and  other
     receivables at December 31, 2005.

     The Company is exposed to the risk arising from changing  interest rates. A
     detailed  analysis of the  Company's  Loans  Payable,  together  with their
     respective interest rates and maturity dates, are included in Note 10.

     The majority of the Company's  assets,  liabilities,  revenues and expenses
     are  denominated  in  Renminbi,  which was tied to the US Dollar and is now
     tied to a basket of currencies of China's largest trading partners,  is not
     a freely convertible currency. The appreciation of the Renminbi against the
     US Dollar would result in an increase in the assets, liabilities,  revenues
     and  expenses  of the  Company  and a foreign  currency  gain  included  in
     comprehensive income.  Conversely,  the devaluation of the Renminbi against
     the US  Dollar  would  result in a  decrease  in the  assets,  liabilities,
     revenues and expenses of the Company and a foreign  currency  loss included
     in comprehensive income. At December 31, 2005,  approximately US$774,369 of
     the cash and cash  equivalents  (December 31, 2004:  US$885,681) and all of
     the restricted cash are held in Renminbi.

                                       54

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

NOTE 20  RESTATEMENT

     As a  result  of  a  review  of  its  accounting  policies  and  applicable
     accounting pronouncements,  the Company has concluded that the reduction of
     a future retirement benefit obligation related to the acquisition of a Land
     Use Right from a former  state-owned  enterprise  in China by Oriental Wave
     Holding Limited  ("Oriental Wave") in July 2003, should have been accounted
     for as a reduction to the recorded cost of the Land Use Right instead of as
     a non-operating gain from  extinguishment of debt, as previously  disclosed
     in Oriental Wave's 2004 financial statements.  As a result, Oriental Wave's
     2004 financial  statements  have been restated  retroactive to June 2004 to
     reflect such change in accounting treatment.

     The  reduction of the future  retirement  benefit  obligation  during 2004,
     totaling $1,135,238 million,  which was recognized as a non-operating gain,
     has been  recorded as a reduction  to the cost of the Land Use Right.  On a
     going  forward  basis,  any similar  reduction  of the  retirement  benefit
     obligation  will be treated as a reduction to the recorded cost of the Land
     Use Right. The effect on the financial statements is as follows:



                                                                             

                                                                 As at December 31, 2004
                                                          --------------------------------------
                                                                                  Previously
                                                              Restated             Reported
                                                          -----------------    -----------------

         Current assets                                        $25,283,300          $25,283,300
         Property and equipment                                 62,396,316           63,520,202
         Other assets                                            2,658,688            2,658,688
                                                          -----------------    -----------------

         Total assets                                         $ 90,338,304         $ 91,462,190
                                                          =================    =================

         Liabilities                                          $ 68,800,517         $ 68,800,517
                                                          -----------------    -----------------

         Share capital                                          14,027,504           14,027,504
         Retained earnings                                       7,562,432            8,686,318
         Due from shareholder                                     (52,149)             (52,149)
                                                          -----------------    -----------------
         Total equity                                           21,537,787           22,661,673
                                                          -----------------    -----------------
         Total liabilities and equity                         $ 90,338,304         $ 91,462,190
                                                          =================    =================

                                                                      Year ended
                                                                  December 31, 2004
                                                       -----------------------------------------
                                                                                  Previously
                                                             Restated              Reported
                                                       --------------------    -----------------

         Net Sales                                  $           29,023,130         $ 29,023,130
         Cost of sales                                          16,140,305           16,140,305
                                                       --------------------    -----------------
         Gross profit                                           12,882,825           12,882,825
         Operating expenses                                      5,856,596            5,867,948
                                                       --------------------    -----------------
         Income from operations                                  7,026,229            7,014,877
         Other income (expense)                                  (211,983)              923,255
                                                       --------------------    -----------------
         Income before taxes                                     6,814,246            7,938,132
         Income tax expense                                        451,823              451,823
                                                       --------------------    -----------------

         Net income                                            $ 6,362,423          $ 7,486,309
                                                       ====================    =================
         Net Income per share                                     $   0.14             $   0.17
                                                       ====================    =================


                                       55

                   DRAGON PHARMACEUTICAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                             Expressed in US Dollars

NOTE 21   SUBSEQUENT EVENTS

     (a)  Subsequent  to December 31, 2005,  the Company  subleased  its current
          office  space and entered  into a new  operating  lease  agreement  in
          Vancouver for  approximately  CDN$73,000  (US$60,000)  per annum until
          March 31, 2011.  Revised total minimum payments required under the new
          and old (Note 15(e)) leases are as follows:


               2006                               $   260,675
               2007                               $   111,203
               2008                               $    61,750
               2009                               $    61,750
               2010                               $    61,750
               Thereafter                         $    15,437
        -----------------------------------------------------
                                                  $   572,565
        ======================================================

          The Company anticipates  recovering $124,000 and $41,000 during fiscal
          2006 and 2007, respectively, under its sublease agreement.

     (b)  Subsequent  to December  31,  2005,  the Company  disposed of the cell
          line,  and  all  applicable   obligations  relating,   thereto,  being
          developed for the Company to enter the European market.  The cell line
          was sold to a Company  controlled by a Director of the Company who was
          also the President of the Company prior to the  transaction.  The cell
          line had a carrying value of $0 and was sold for $1 million.

     (c)  Subsequent  to December  31,  2005,  the Company  entered  into a Loan
          agreement  with a bank for  $2,478,315  bearing  interest at a rate of
          6.138% per annum,  secured by property and  equipment of  $10,787,902,
          and is due in January 2007.

     (d)  Subsequent  to December 31,  2005,  the Company  cancelled  options to
          acquire 500,000 shares at an exercise price of $0.74 that were granted
          on September 30, 2005.

                                       56



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
        ACCOUNTING AND FINANCIAL DISCLOSURE.

     The Company was informed that Moore  Stephens  Ellis Foster Ltd.  Chartered
Accountants  ("Moore Stephens"),  who had served as our independent  accountants
for the year ended December 31, 2004, had merged with and into Ernst & Young LLP
on May 5, 2005.  On July 10, 2005,  the  Company's  board of directors  formally
approved the engagement of Ernst & Young as the Company's independent registered
public  accounting  firm for 2005. On July 12, 2005,  the former Moore  Stephens
representative  who is now  associated  with Ernst & Young  informed the Company
that the merger of Moore Stephens into Ernst & Young on May 5, 2005, effectively
constituted   their   resignation  as  the  Company's   independent   accountant
responsible for auditing its financial statements, and that effective as of such
date,  Moore  Stephens no longer acted as the Company's  independent  registered
public accountant.  Therefore,  Ernst & Young LLP was engaged as the independent
registered public accounting firm of the Registrant.

     Moore Stephens' report on the Company's  financial  statements for the year
ended  December 31, 2004 did not contain an adverse  opinion or a disclaimer  of
opinion,  nor was it qualified or modified as to  uncertainty,  audit scope,  or
accounting principles.

     During the period  covered  by the report of Moore  Stephens  and up to the
effective  date of  resignation,  the  Company had no  disagreements  with Moore
Stephens,  whether or not resolved,  on any matter of  accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moore Stephens, would have
caused  Moore   Stephens  to  make  reference  to  the  subject  matter  of  the
disagreement in connection with its reports.

     During the Company's previous two fiscal years and up to the effective date
of resignation,  the Company did not consult with Ernst & Young regarding any of
the items described under Item  304(a)(1)(iv)(B),  Item 304(a)(2) or Item 304(b)
of Regulation S-B.

     As the  acquisition  of  Oriental  Wave  Holdings  Ltd was  deemed  to be a
reverse-take-over  transaction,  Oriental  Wave is  considered  to be the parent
company for accounting purposes The independent accountant for Oriental Wave for
the year ended December 31, 2004 was Webb & Company P.A.

ITEM 8A. CONTROLS AND PROCEDURES.

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation of the our management,  including our Chief Executive  Officer and
Chief Financial Officer,  about the effectiveness of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e).  Based upon that evaluation,
our Chief  Executive  Officer and Chief  Financial  Officer  concluded  that our
disclosure  controls and  procedures as of the end of the period covered by this
Form 10-KSB are effective in ensuring that information  required to be disclosed
by the Company in the reports that it files or submits under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in the Commission's rules and forms.

     There were no changes to internal controls over financial  reporting during
the fiscal year.

                                       57



ITEM 8B. OTHER INFORMATION

     On January 6, 2006,  Dragon  Pharmaceutical,  Inc. (the "Company")  entered
into an Assignment and Assumption  agreement that,  effective  February 2, 2006,
sold all of the  Company's  right,  title and  interest in its  Development  and
Manufacturing  Agreement  dated October 31, 2003 between the Company and Polymun
Scientific  Immunubiological  Forschung  EmGH  ("Polymun")  to AS Biotech  AG, a
company  controlled  by Dr.  Alexander  Wick, a director of the Company,  for $1
million  and  assumption  of  all   liabilities   under  the   Development   and
Manufacturing Agreement.

     Under the terms of the Development  and  Manufacturing  Agreement,  Polymun
would develop a new EPO cell-line for the European  market pursuant to which the
Company would be granted a non-exclusive  license to make,  use, sell,  offer to
sell,  input and/or export EPO in a specific market area. Under the terms of the
Development  and  Manufacturing  Agreement,  the Company was responsible to make
certain  milestone  payments  to Polymun and was  required  to purchase  certain
quantities of EPO produced by Polymun. At the time the Assignment and Assumption
Agreement was entered into, Polymun had produced no EPO.

     In light of the  time,  effort  and  costs to  develop a new line of EPO in
Europe,  the Company decided to sell the contract.  No penalty was incurred with
the sale.

     The sale was  approved  by all  directors  of the  Company  present  at the
meeting with Dr. Wick abstaining.

     Effective  February 2, 2006, Dr. Wick resigned as president to the Company.
He still remains as a director to the Company.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

     As of December 31, 2005, we had eight directors  consisting of Mr. Han, Mr.
Weng,  Ms. Liu, Dr.  Wick,  Dr. Sun, Mr. Mak, Mr. Frey and Mr. Li. At the annual
meeting of shareholders  held on August 1, 2005, Mr. Han, Mr. Weng, Ms. Liu, Dr.
Wick and Dr. Sun were re-elected as directors.  The Board subsequently appointed
Mr.  Mak,  Mr.  Frey  and Mr.  Li as  directors.  The  following  describes  the
background  for Mr. Han, Mr. Weng, Ms. Liu, Dr. Wick, Dr. Sun, Mr. Mak, Mr. Frey
and Mr. Li.

Description of Current Directors

     Mr. Yanlin Han, age 42, is the Chief Executive  Officer and the Chairman of
the Board of Director of Dragon,  positions he assumed in January  2005.  He has
been the Chairman of Oriental  Wave and  responsible  for the overall  strategic
planning  and  direction  of  Oriental  Wave  starting  the date he founded  the
company. Mr. Han has over 20 years of experience in the pharmaceutical  industry
in many positions like material  buyer,  product sales and manager for state-own
companies  in China  and has very  extensive  sales  and  production  management
experience  in China.  He founded  his private  company  named  Shanxi  Tongling
Pharmaceutical  Company in 1994,  which became the vehicle to acquire  state-own
pharmaceutical  companies through bankruptcy  process or contractual  management
agreements.  Mr. Han set up a joint  venture with a large Indian  pharmaceutical
company  to  produce   pharmaceutical   intermediates   with  mass  fermentation
technology. Mr. Han also serves as the Vice-President of Shanxi Province Foreign

                                       58


Investment  Enterprise  Association  and  Vice-President  of Datong  City  Trade
Council. Mr. Han graduated from Shanxi Institute of Economic Management in 1986.

     Mr.  Zhanguo Weng, age 51, had been a Director of the Company since January
2005. Mr. Weng is the Vice President,  China Operation, a Director of Dragon and
the Chairman of Oriental Wave,  responsible for the overall daily  operations of
Shanxi  Weiqida.  Mr.  Weng has over 25 years of  experience  in  pharmaceutical
industry including being the General Manager for Shanxi Tongzhen  Pharmaceutical
Co. Ltd.  from August 1997 to January 2002 and  Superintendent  for Datong No. 2
Pharmaceutical  Factory  from June 1992 to August 1997.  He  graduated  from the
Business  Administration  faculty of Shanxi Broadcasting  University in 1986 and
has  also  participated  the  Senior  Program  of MBA  (Pharmaceutical  Line) of
People's University of China for two years.

     Ms.  Xuemei Liu, age 36, has been a Director of the Company  since  January
2005. Ms. Liu is currently the Chairman of Tera Science & Technology Development
Co. Ltd.  which  engages in a wide range of  investment  projects in real estate
development,  coal  trading  and media  and  publishing  industry.  Prior to her
present position as Chairman of Tera Science & Technology  Development Co. Ltd.,
Ms. Liu was the vice  general  manager of Beijing  Chemical  Baifeng  Investment
Corporation  Futures  Broker  Company from 1996 to 1999.  Ms. Liu graduated from
Beijing  University  with a  Bachelor  degree  in 1996  and  graduated  from the
Graduate  School of the Chinese  Academy of Social Sciences with a Master degree
in 1998.

     Dr. Alexander Wick, Ph.D., age 68, has been a Director of Dragon since 1998
and was the President from 2002 until his  resignation  effective on February 2,
2006. Dr. Wick holds a doctorate degree in synthetic  organic chemistry from the
Swiss Federal Institute of Technology and has completed post-doctoral studies at
Harvard University.  He has had leading positions in the pharmaceutical research
departments of F.  Hoffmann-La  Roche in the United States and  Switzerland  and
Synthelabo in France (Director of Chemical Research and Development) for over 25
years in the field of antibiotics,  prostaglandius, vitamins, cardiovascular CNS
and AIDS. In 1995 he created the fine  chemicals  company  Sylachim S.A., a 100%
subsidiary of  Synthelabo,  active in chemical  intermediates  and API's for the
world's largest  pharmaceutical  companies  (turnover of over 100 million Euros)
and was its  President  until its  acquisition  by the  German  conglomerate  mg
Technologies (Dynamit-Nobel GmbH) in 2001.

     Dr. Yiu Kwong Sun,  M.D., age 62, has been a Director of Dragon since 1999.
Dr. Sun graduated  from the University of Hong Kong Faculty of Medicine in 1967.
He is a  Founding  Fellow of the Hong Kong  College of Family  Physicians  and a
Fellow of the Hong Kong  Academy of Medicine.  Since 1995,  he has served as the
Chairman  of the Dr. Sun  Medical  Centre  Limited,  which has been  operating a
network of medical  centers in Hong Kong and China for the past 20 years.  He is
also the  Administration  Partner of United  Medical  Practice,  which manages a
large network of medical facilities  throughout Hong Kong and Macau. Dr. Sun has
been a member of the Dr. Cheng Yu Tung Fellowship Committee of Management of the
University of Hong Kong Faculty of Medicine since 1997.

     Mr.  Peter  Mak,  age 45,  is a  fellow  of the  Chartered  Association  of
Certified  Accountants  in UK as well as a fellow of the Hong Kong  Institute of
Certified Public Accountant. Mr. Mak was formerly the Managing Partner of Arthur
Andersen Southern China and also a partner of Arthur Andersen Worldwide. Through
his twenty years of accounting  and financial  practices,  Mr. Mak has extensive
knowledge and experience in Chinese and international  acscounting standards. He
is also the  independent  director  or  financial  advisor  for  several  public
companies listed in United States and Hong Kong.

     Mr. Heinz Frey, age 68, graduated from University of Berne,  Switzerland in
1966,  has 30 years of experience in the  telecommunication  industry,  security
manufacturing and service industry. He has broad experience in the management of
various sizes of companies with global  presence,  financing and  controlling of
international  companies,  leading  development,  production,  sales and finance
departments. He is also a board member of various companies.

                                       59


     Mr. Jin Li, age 38, is currently a senior  advisor of Phycos  International
Co., Ltd. Prior to joining  Phycos,  he was a partner at the  international  law
firm, Linklaters.  Mr. Li studied biochemistry at Peking University in China and
received his Master of Science  degree in  Biochemistry  from the  University of
Michigan and his doctoral  degree from Law School of University of Columbia.  He
has more than ten years of experience in  international  IPOs,  M&A and business
transactions.

Description of Executive Officers

     The following sets forth our executive officers.

      Name                            Position                           Age
      Yanlin Han             Chief Executive Officer and Director         42
      Zhanguo Weng           Vice President, China Operation              51
      Alexander Wick         President until February 2, 2006             68
      Maggie Deng            Chief Operating Officer                      38
      Garry Wong             Chief Financial Officer                      35

     For a  description  of Mr.  Han,  Mr. Weng and Dr.  Wick,  please see their
biographies above under "Description of Current Directors."

     Maggie Deng is the Chief Operating Officer of the company, holding bachelor
degree  from  Tsinghua  University  in  China.  Ms.  Deng  has  over 10 years of
experience working in or with public companies as investment  banker,  mainly on
IPOs and secondary  offering for Chinese companies on domestic stock exchange as
well  as  international   ones.  Ms.  Deng  was  the  senior  manager  of  China
International  Capital  Corporation,  a Morgan Stanley joint venture  investment
banking firm in China,  from 1998 to 2001.  Ms. Deng moved to Canada in 2001 and
held a position of  Assistant  to  President  in a start-up  biotech  company in
Vancouver.

     Garry Wong is the Chief  Financial  Officer of the  Company  since  January
2005. Prior to his current position,  Mr. Wong served as our Executive Assistant
to President and CEO from February 2002 to January 2005.  Before joining us, Mr.
Wong was a team member of the Global  Mergers and  Acquisitions  Group at Nortel
Networks  since  1996.  He managed  and  executed  transactions  consisteing  of
acquisitions, divestitures, equity investments, spin-offs, public market listing
and joint ventures, in Europe, North America, Asia and the Middle East. Mr. Wong
is a Chartered  Financial  Analyst who received an International MBA degree from
York  University,  Canada with double  majors in  Corporate  Finance and Greater
China studies and a Bachelor degree in Business  Administration  from University
of Hong Kong.

Director's Compensation

     Directors are not routinely  compensated for their services.  However, from
time to time,  Board  members are awarded  stock  options as  determined  by the
Board.  The  exercise  price of the options is based on the fair market value of
the underlying shares of common stock at the time of grant. No directors receive
any compensation  during 2005. At a directors  meeting held on January 12, 2005,
Ms. Liu, Dr. Sun and Dr. Wick were granted options to purchase 200,000, 200,000,
and  400,000  shares of common  stock,  respectively,  at $1.18 per share  which
represented the closing per share price as of that date. At a directors  meeting
held on September 30, 2005, Mr. Han, Mr. Weng, Ms. Liu, Dr. Wick,,  Dr. Sun, Mr.
Mak,  Mr. Frey and Mr. Li were  granted  options to purchase  500,000,  300,000,
200,000,  400,000, 200,000, 200,000, 200,000 and 200,000 shares of common stock,
respectively,  at $0.74 per share which  represented the closing per share price
as of that date.

                                       60


Audit Committee

     During 2004, we previously  had an audit  committee  that  consisted of Mr.
Philip Yuen Pak Yin and Dr. Yiu Kwong Sun.  During the latter part of 2004,  Mr.
Yuen resigned from the audit committee.  In light of Mr. Yuen's resignation that
left one remaining  member,  the audit committee  functions were then handled by
the Board of Directors.  On September 30, 2005, the Board appointed Mr. Mak, Mr.
Frey and Mr. Li to the Audit  Committee.  Mr.  Mak,  the  Chairman  of the Audit
Committee, is an expert within the meaning of Item 401 of Regulation S-B

Code of Ethics

     The  Company  has  adopted  a Code  of  Ethics  that is  applicable  to the
officers,  directors  and  employees of the  Company,  including  the  Company's
principal executive officer,  principal financial officer,  principal accounting
officer, controller, or persons performing similar functions. The Code of Ethics
is available on the Company's website at www.dragonpharma.com. Amendments to and
waivers from the Code of Ethics will also be disclosed on the Company's website.

ITEM 10. EXECUTIVE COMPENSATION

Compensation Summary

     The following table  summarizes all  compensation  earned by or paid to our
Chief Executive Officer and other Executive  officers who received  compensation
in excess of $100,000 during year 2005.



                                      

                           Summary Compensation Table

------------------------------------------------------------------------------------------------------------------------
                                      Annual Compensation                          Long Term Compensation
--------------------------------------------------------------------- --------------------------------------------------
                                                                               Awards           Payout
                                                                      -------------------------------------

                                                                      Restricted   Securities   LTIP       All Other
                                                    Other Annual         Stock     Underlying   Payout    Compensation
                     Year    Salary   Bonus ($)   Compensation ($)     Award(s)   Options (#)     ($)         ($)
------------------------------------------------------------------------------------------------------------------------
Yanlin Han           2005   $156,263     -0-             -0-              -0-          500,000    -0-         -0-
C.E.O.
------------------------------------------------------------------------------------------------------------------------
Alexander Wick       2005    $0 (1)      -0-             -0-              -0-          800,000    -0-         -0-
President            2004    $0 (1)      -0-             -0-              -0-              -0-    -0-         -0-
                     2003    $0 (1)      -0-             -0-              -0-          200,000    -0-         -0-
------------------------------------------------------------------------------------------------------------------------
Maggie Deng          2005   $104,175     -0-             -0-              -0-          400,000    -0-         -0-
C.O.O
------------------------------------------------------------------------------------------------------------------------
Garry Wong           2005   $106,654     -0-             -0-              -0-          400,000    -0-         -0-
C.F.O.
------------------------------------------------------------------------------------------------------------------------

(1)  Dr.  Wick was  appointed  President  of the Company in  September  2002 and
     resigned  on  February  2, 2006.  He is not paid for his  services,  but is
     reimbursed  for expenses he incurs in the course of  performing  his duties
     for us. He received an option to purchase 200,000 shares of common stock at
     $0.68 per share in 2003 and  options to purchase  400,000  shares of common
     stock at $1.18 per share and  400,000  shares of common  stock at $0.74 per
     share in 2005.



                                       61



Option Grants in 2005

     The Company  granted  options to purchase  2,260,000  shares at an exercise
price of $1.18 per share on January 12, 2005 and 3,660,000 shares at an exercise
price of $0.74 per share on September 30, 2005.

Aggregated  Option  Exercises  in Last  Fiscal  Year  and  Ten-Year  Options/SAR
Repricings

     There was no  repricing  of options for the fiscal year ended  December 31,
2005.

Fiscal Year End Option Values

     The  following  table sets  forth for our  executive  officer  named in the
Summary   Compensation   Table  the   number  and  value  of   exercisable   and
un-exercisable options as at December 31, 2005.



                         


                                                              Number of Securities             Value of Unexercised
                          Shares                           Underlying Unsecured Options          In-The-Money Options
                         Acquired                           at December 31, 2005            at December 31, 2005 (1)
                            on          Value           -------------------------------     -------------------------------
    Name                Exercise     Realized ($)         Exercisable    Unexercisable      Exercisable     Unexercisable
    ----                ----------   ------------       -------------    --------------     ------------    ---------------
Yanlin Han                   0              --               500,000         -                0                 -
Alexander Wick               0              --             1,000,000         -                0                 -
Maggie Deng                  0              --               400,000         -                0                 -
Garry Wong                   0              --               420,000         -                0                 -

(1) Based upon the closing price of a share of our common stock of $0.64 per
share at December 31, 2005.




ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

     The following table shows the amount of our common stock (symbol:  TSX:DDD;
OTCBB:DRUG;  Berlin,  Frankfurt  and  XETRA:  DRP)  beneficially  owned  (unless
otherwise  indicated) by each shareholder known by us to be the beneficial owner
of more than 5% of our common stock, by our named executive  officer and current
directors  and the  executive  officers  and  directors  as a group.  Except  as
otherwise indicated, all information is as of March 15, 2006



                 

                                                                                   Shares

                                                                         Beneficially        Owned(1)
Name & Address of Beneficial Owner                                         Number             Percent
----------------------------------                                       -------------       ---------
Yanlin Han
Chief Executive Officer and Director                                       31,651,403(2)      50.3%
c/o 1055 Hastings Street, Suite 1900
Vancouver, British Columbia V6E 2E9


                                       62


                                                                                   Shares

                                                                         Beneficially        Owned(1)
Name & Address of Beneficial Owner                                         Number             Percent
----------------------------------                                       -------------       ---------

Zhanguo Weng
Vice President, China Operation and Director                               9,200,401(3)       14.6%
c/o 1055 Hastings Street, Suite 1900
Vancouver, British Columbia V6E 2E9

Xuemei Liu                                                                                    7.4%
Director                                                                   4,650,200(4)
c/o 1055 Hastings Street, Suite 1900
Vancouver, British Columbia V6E 2E9

Alexander Wick,
President and Director

1,300,000(5) 2.1%

Yiu Kwong Sun,
Director                                                                   1,100,000(6)       1.7%

Peter Mak,
Director                                                                   200,000 (7)        0.3%

Heinz Frey,
Director                                                                   200,000 (7)        0.3%

Jin Li,
Director                                                                   200,000 (7)        0.3%

Maggie Deng
Chief Operating Officer                                                    400,000 (7)        0.6%

Garry Wong
Chief Financial Officer                                                    420,000 (7)        0.7%

All directors and executive officers as a group (10 persons)               49,322,004(8)      78.4%


----------------------------------
(1)  Except as otherwise indicated, we believe that the beneficial owners of the
     common stock listed above, based on information furnished by such owners or
     publicly  available,  have sole investment and voting power with respect to
     such  shares,   subject  to  community   property  laws  where  applicable.
     Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment power with respect to securities. Shares of common stock subject
     to options or warrants currently  exercisable,  or exercisable within sixty
     days,  are deemed  outstanding  for  purposes of computing  the  percentage
     ownership of the person holding such option or warrants, but are not deemed
     outstanding for purposes of computing the percentage ownership of any other
     person.

(2)  Includes  options to  purchase  500,000  shares.
(3)  Includes  options to
     purchase  300,000 shares.
(4)  Includes  options to  purchase  400,000  shares.
(5)  Includes options to purchase  1,000,000 shares.

                                       63



(6)  Includes  400,000  shares of common  stock  subject to options  exercisable
     within sixty days.  Also includes  600,000  shares of common stock owned by
     Yukon Health  Enterprise  for which Mr. Sun serves as director and officer.
(7)  Represents options  exercisable within sixty days.
(8)  Includes options and warrants to acquire 4,020,000 shares of common stock.

Compliance with Section 16 of The Securities Exchange Act of 1934

     Section  16(a) of the  Exchange Act  requires  our  executive  officers and
directors to file  reports of  ownership  and changes in ownership of our common
stock  with the SEC.  Executive  officers  and  directors  are  required  by SEC
regulations  to furnish us with  copies of all  Section  16(a)  forms they file.
Based solely upon a review of Forms 3, 4 and 5 delivered to us as filed with the
Securities and Exchange  Commission,  we believe that our executive officers and
directors and persons who own more than 10% of our common stock timely filed all
required reports pursuant to Section 16(a) of the Exchange Act.

Equity Compensation Plan Information

     Our shareholders approved a share option plan at our Annual Meeting held on
December 18, 2001,  authorizing 4,500,000 shares for issuance under the plan. At
our Annual Meeting held on August 12, 2005, our  shareholders  approved  another
share option plan authorizing the issuance of a further  15,000,000  shares. The
following  table  provides  aggregate  information  as of December 31, 2005 with
respect  to  all   compensation   plans   (including   individual   compensation
arrangements) under which equity securities are authorized for issuance.


                 

----------------------------- -------------------------- --------------------------- --------------------------
                                          A                          B                           C
----------------------------- -------------------------- --------------------------- --------------------------
                                                                                      Number of securities
                                                                                      remaining available for
                                                                                       future issuance under
                               Number of securities to                                  equity compensation
                               be issued upon exercise      Weighted-average exercise    plans (excluding
                               of outstanding options,      price of outstanding      securities reflected in
       Plan Category                 and warrants           options, and warrants             column A)
----------------------------- -------------------------- --------------------------- --------------------------
 Equity compensation plans            6,437,500                    $0.92                    12,786,500
approved by security holders
----------------------------- -------------------------- --------------------------- --------------------------
 Equity compensation plans
      not approved by                     0                           -                          0
      security holders
----------------------------- -------------------------- --------------------------- --------------------------
Total                                 6,437,500                    $0.92                    12,786,500
----------------------------- -------------------------- --------------------------- --------------------------


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the past two years, we have been a party to  transactions  involving
certain of our directors or executive officers. See also Notes 4, 7 and 21(b) to
our financial statements.

                                       64


     On April 4, 2004,  we entered  into an  agreement  with Dr.  Longbin Liu, a
former  director,  and his  affiliate  to settle the amount owing to us from his
acquisition of the Hepatitis B Vaccine  Project as well as  cancellation  of the
Patent and Project Development  agreements between the parties.  Under the terms
of the  settlement  agreement,  the G-CSF,  Insulin  and  Hepatitis  B Projects,
including the rights of ownership and  development  obligations  would revert to
Dr. Liu.

     In  exchange,  Dr Liu  agreed to pay us the  $3,710,000  in  principal  and
interest  owing under the Hepatitis B Project as well as reimburse us $1,330,000
that  had  been  paid  previously  under  the  Patent  and  Project  Development
agreements.  All amounts were due December 31, 2004 and the warrants  granted to
Dr. Liu under the  Patent  Development  agreement  were  cancelled.  Dr. Liu has
agreed to provide 2,600,000 common shares of the Company,  to be held in escrow,
as security for the amounts owing.

     Dr. Liu did not repay the amounts  owing on December 31, 2004 and forfeited
the  2,231,000  common  shares of the  Company  that were held in escrow  for as
security for the amount owing. These shares,  which were subsequently  cancelled
by the Company,  were valued at $2,606,486 and resulted in the Company realizing
a recovery  of  $2,106,486  of the amount  that had been  written-down  in prior
years.

     Dr. Liu is still  indebted  to the  Company in the amount of  approximately
$2.48 million with this debt accruing interest at the rate of 6% per annum. This
debt is carried on the Company's  books at $100. The Board is  considering  what
steps, if any, it intends to take against Dr. Liu.

     Subsequent to December 31, 2005, the Company disposed of the cell line, and
all applicable obligations relating, thereto, being developed for the Company to
enter the  European  market.  The cell line was sold to AS  Biotech  AG, a Swiss
company controlled by Dr. Alexander Wick, a Director of the Company who was also
the  President  of the  Company  prior to the  transaction.  The cell line had a
carrying  value of $0 and was  sold for $1  million  and the  assumption  of all
obligations under the agreement.

ITEM 13.    EXHIBITS

     (a) Exhibits

     Exhibit Number        Name

         2.1(a)     Share Exchange Agreement with First Geneva Investments

         3.1(a)     Certificate of Incorporation and Amendments

                    a. Certificate of Incorporation
                    b. Certificate of Amendment, dated June 19, 1997
                    c. Certificate of Amendment of Articles of
                              Incorporation, dated September 21, 1998

           3.2      Amended and Restated Bylaws

         10.1(a)    Sino-Foreign Co-operative Company Contract

         10.2(a)    Sino-Foreign  Joint  Venture  Contract  Between  The Nanjing
                    Medical Group Company Limited and Allwin Newtech Ltd.

         10.3(b)    Consulting  Agreement  with E. Pernet  Portfolio  Management
                    dated June 15, 1999

         10.4(b)    Amendment to Sino-Foreign Co-operative Company Contract

                                       65


         10.5(c)    Contract to lease 25 acres of land in Yanjiao, China

         10.6(c)    Sample Employment Agreement for technicians/employees

         10.7(d)    Marketing and License  Agreement Between Allwin Biotrade and
                    Fargin S.A.

         10.8(d)    Marketing and License  Agreement Between Allwin Biotrade and
                    Duopharma (Malaysia) SDN.BHD

         10.9(d)    Marketing and License  Agreement Between Allwin Biotrade and
                    Yoo & Yoo Biotech Co. Ltd.

        10.10(d)    Acquisition  Agreement  Among Dragon  Pharmaceuticals  Inc.,
                    Alphatech  Bioengineering  Limited,  Longbin  Liu and Philip
                    Yuen

        10.11(e)    a.  Sino Foreign Joint Venture Contract Between The Nanjing
                        Medical Group Company Limited and Allwin Newtech Ltd.;
                    b.  Amendment dated November 24, 2000;
                    c.  Amendment dated December 16, 2000; and
                    d.  Confirmation letter of control from The
                        Nanjing Medical Group Company Limited to
                        Allwin Newtech dated December 16, 2000

        10.12(f)    Joint research  project with the Company and Shenzhen Kelong
                    Chuang Jian Enterprise Co.

        10.13(f)    Patent  Development  Agreement  with  Dr.  Longbin  Liu  and
                    Novagen

        10.14(f)    Project Development Agreement with Dr. Liu

        10.15(g)    2001 Stock Option Plan

        10.16(h)    Waivers  of  Certain   Conditions  to  the  Shares  Purchase
                    Agreement

        10.17(h)    Escrow Agreement among Dragon Pharmaceutical,  Oriental Wave
                    Holding Limited, Yanlin Han, Zhanguo Weng and Xuemei Liu.

        10.18(i)    Collaboration  Agreement  Among  Transworld  Pharmaceuticals
                    Corporation   Inc.  and  Toray  Trading  Corp.   and  Dragon
                    Pharmaceutical Inc.

        10.19(i)    Agent Agreement Among Allwin Biotrade, Inc., Jiangsu Wuzhong
                    Industry  Co. Ltd.  and Jiangsu  Wuzhong  Industry  Co. Ltd.
                    Suzhuo Zhang Kai Bio-Pharmaceuticals Plant

        10.20(i)    Development  and  Manufacturing   Agreement  Between  Dragon
                    Pharmaceutical Inc. and Polymun Scientific  Immunbiologische
                    Forschung GmbH

        10.21(i)    Agreement  for  Advance  and Long Term  Supply  of  Products
                    between  Aurobindo  (Datong)  Bio-Pharma Co. Ltd. and Shanxi
                    Weiqida Pharmaceutical Co. Ltd.

        10.22(i)    Technology   Transfer   Agreement   between  Shanxi  Weiqida
                    Pharmaceutical Co., Ltd. and Alpha Process Trust Reg.

                                       66


        10.23(i)    Manufacturing    Agreement   for   Dry-freeze   Levoflaxacin
                    Injectable by and between Shanxi Weiqida  Pharmaceutical Co.
                    and Shanxi Pude Pharmaceutical Co. Ltd.

        10.24(i)    Technology   Transfer   Agreement   between  Shanxi  Weiqida
                    Pharmaceutical Co., Ltd. and Alpha Process Trust Reg.

        10.25(k)    2005 Stock Option Plan

          10.26     Purchase Agreement between the Company and AS Biotech AG

          23.1      Consent of Ernst & Young LLP., Chartered Accountants

          23.2      Consent of Webb & Company, P.A.

          31.1      Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act

          31.2      Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act

           32       Certification of Chief Executive Officer and Chief Financial
                    Officer pursuant to Section 906 of the Sarbanes-Oxley Act

         99.1(j)    Code of Ethics

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

     (a)  Previously filed with Dragon's initial registration  statement on Form
          10-SB, filed with the SEC on November 4, 1999.
     (b)  Previously filed with Dragon's initial registration  statement on Form
          SB-2, filed with the SEC on May 15, 2000.
     (c)  Previously  filed  with  Dragon's  amendment  no.  1  to  registration
          statement on Form SB-2 filed with the SEC on August 3, 2000.
     (d)  Previously  filed  with  Dragon's  amendment  no.  3  to  registration
          statement on Form SB-2 filed with the SEC on October 20, 2000.
     (e)  Previously  filed  with  Dragon's  amendment  no.  5  to  registration
          statement on Form SB-2 filed with the SEC on December 26, 2000.
     (f)  Previously  filed with  Dragon's Form 10-K filed with the SEC on April
          1, 2002. (g) Incorporated by reference to Dragon's proxy statement for
          the Annual  Meeting  held on December 17, 2001.
     (h)  Incorporated by reference to Form 8-K filed on January 18, 2005

                                       67


     (i)  Incorporated by reference to Form 8-K filed on March 2, 2005, portions
          of which have been omitted for confidential treatment.
     (j)  Incorporated  by reference to Form 10-KSB for the year ended  December
          31, 2004 filed on April 23, 2004.
     (k)  Incorporated by reference to the Company's proxy statement for 2005.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

     For  the  year  ended  December  31,  2005  Moore  Stephens,   until  their
resignation  on May 5,  2005,  and Ernst & Young  were  engaged by us to provide
non-audit  services.  For the year ended December 31, 2004 Webb and Company were
engaged by Oriental Wave to provide  non-audit  services  During the years ended
December 31, 2005 and 2004 the following fees were paid for services provided by
Ernst & Young and Moore Stephens and by Webb and Company.

     As the  acquisition  of  Oriental  Wave  Holdings  Ltd was  deemed  to be a
reverse-take-over  transaction,  Oriental  Wave is  considered  to be the parent
company for accounting purposes The independent accountant for Oriental Wave for
the year ended December 31, 2004 was Webb & Company P.A.

     For the year ended December 31, 2005, Moore Stephens and Ernst & Young were
engaged by us to provide  non-audit  services.  For the year ended  December 31,
2004 Webb and  Company  were  engaged  by  Oriental  Wave to  provide  non-audit
services.  During the years ended December 31, 2005 and 2004, the following fees
were paid for services  provided by Ernst & Young and Moore Stephens and by Webb
and Company.

     Audit  Fees.  The  aggregate  fees paid for the annual  audit of  financial
statements  included in our Annual  Report for the year ended  December 31, 2005
and 2004 and the review of our  quarterly  reports for such  years,  amounted to
approximately  $210,000  paid  to  Ernst  & Young  and  $174,800  paid to Webb &
Company, respectively.

     Audit Related Fees.  For the years ended December 31, 2005 and 2004 we paid
$Nil and $Nil to Ernst & Young  and Webb and  Company  for other  audit  related
fees.

     Tax Fees. For the year ended December 31, 2005 and 2004, we paid no fees to
Ernst & Young and Webb and Company for tax fees.

     All Other Fees.  For the years ended December 31, 2005 and 2004, we paid no
fees to Ernst & Young and Webb and Company for any non-audit services.

     The above-mentioned fees are set forth as follows in tabular form:

                                           2005            2004
                                           ----            ----

            Audit Fees                   $210,000        $174,800
            Audit Related Fees               -0-            -0-
            Tax Fees                         -0-            -0-
            All Other Fees                   -0-            -0-


                                       68


     Audit  Committee  Approval of Audit and Non-Audit  Services of  Independent
Accountants

     The Audit Committee  approves all audit and non-audit  services provided by
the   independent   auditors.   These  services  may  include  audit   services,
audit-related  services,  tax  services  and  other  services.  The  independent
accountants  and  management  are required to  periodically  report to the Audit
Committee   regarding  the  extent  of  services  provided  by  the  independent
accountants,  and the fees for the  services  performed  to date.  No  non-audit
services were provided by our independent accountants in 2005.


                                       69



                                    SIGNATURE

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

Dated:  March 28, 2006                  Dragon Pharmaceutical Inc.,
                                        a Florida Corporation


                                        /s/ Yanlin Han
                                        ----------------------------------------
                                        Yanlin Han, Chief Executive Officer
                                        (Principal Executive Officer)

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

Signatures                                                   Date


/s/ Yanlin Han                                               March 28, 2006
-------------------------------------
Mr. Yanlin Han, Chairman of the Board



/s/ Zhanguo Weng                                             March 28, 2006
-------------------------------------
Mr. Zhanguo Weng, Director



/s/ Dr. Yiu Kwong Sun                                         March 28, 2006
-------------------------------------
Dr. Yiu Kwong Sun, Director



/s/ Dr. Alexander Wick                                        March 28, 2006
-------------------------------------
Dr. Alexander Wick, Director



/s/ Xuemei Liu                                                March 28, 2006
-------------------------------------
Ms. Xuemei Liu, Director



/s/ Peter Mak                                                 March 28, 2006
-------------------------------------
Mr. Peter Mak, Director


/s/ Heinz Frey                                                March 28, 2006
-------------------------------------
Mr. Heinz Frey, Director

                                       70



/s/ Jin Li                                                    March 28, 2006
-------------------------------------
Mr. Jin Li, Director


/s/ Garry Wong                                                March 28, 2006
-------------------------------------
Garry Wong, Chief  Financial Officer
(Principal Financial and Accounting Officer)




                                       71