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Winner Medical to merge with parent

July 26, 2012

Company will go private when transaction finalized by the first quarter of 2013.

Winner Medical Group Inc., a leading China-based exporter and retailer of medical dressings and consumer products made from 100% cotton, has entered into a merger agreement with Winner Holding Limited, a Cayman Islands exempted company with limited liability and indirectly wholly-owned by Jianquan Li and Winner Acquisition, Inc., a Nevada corporation and a wholly-owned, direct subsidiary. Mr. Li is the president, CEO, chairman of the board of directors and principal stockholder of Winner Medical.

Subject to terms and conditions, upon consummation of the merger, Winner Acquisition will merge with and into Winner Medical, with the latter continuing as the surviving corporation and a wholly-owned subsidiary of Winner Holding. Pursuant to the agreement, each of Winner Medical’s shares of common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $4.50 in cash without interest.

The offer represents a premium of 32.3% over Winner Medical's closing price of $3.40 per share on March 30, 2012, the last trading day prior to the company's announcement of its receipt of a "going-private" proposal.

Winner Holding has a secured debt facility from DBS Bank Ltd., Hong Kong Branch, with which it is financing the transactions contemplated by the merger agreement.

The transaction, which is currently expected to close before the end of the first fiscal quarter of 2013, is subject to the approval of the merger agreement by an affirmative vote of stockholders.

The company will call a special meeting of its stockholders for the purpose of voting on the adoption of the Merger Agreement. If completed, the transaction will result in the company becoming a privately held company and its shares will no longer be listed on The NASDAQ Global Market.

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