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Winner Medical Announces Closing of Going Private Transaction
Date:12/12/2012

8, 2009 (the "Company 2010-2011 RSU Plan") that was outstanding, whether vested or unvested, was converted into the right to receive the per share merger consideration of $4.50 in cash without interest and net of any applicable withholding taxes, (2) each Company RSU pursuant to the Restricted Stock Unit Incentive Plan for the Fiscal Years 2011-2013 adopted by the board of directors of the Company on October 6, 2011 (the "Company 2011-2013 RSU Plan"), whether vested or unvested, was cancelled and converted into the right to receive one restricted stock unit of Glory Ray Holdings Limited, a British Virgin Islands company and the parent company of Parent ("Holdco"), and (3) each option to purchase Company common stock pursuant to the Equity Incentive Plan for the Fiscal Year 2012-2013 adopted by the board of directors of the Company on November 3, 2011 (the "Company 2012-2013 Incentive Plan") that was outstanding and vested immediately prior to the effective time of the merger was cancelled and converted into the right to receive cash in an amount equal to the total number of shares of Company common stock subject to each option immediately prior to the effective time multiplied by the amount, if any, by which $4.50 exceeds the exercise price payable per share issuable under such option, and each of the options to purchase Company common stock and restricted stock units of the Company pursuant to the Company 2012-2013 Incentive Plan that was outstanding and unvested immediately prior to the effective time of the merger was cancelled and converted into the right to receive, as applicable, either (i) one option to purchase one ordinary share of Holdco or (ii) one restricted stock unit of Holdco. The Company 2010-2011 RSU Plan was terminated, and the Company 2011-2013 RSU Plan and the Company 2012-2013 Incentive Plan was assumed by Holdco.

Stockholders of record will receive a letter of transmittal and instructions on how to surrender their share certificates in e
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SOURCE Winner Medical Group Inc.
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