WINNER MEDICAL GROUP INC

On August 9, 2012 (the “Original Filing Date”), Winner Medical Group Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the three months ended June 30, 2012 (the “Initial Form 10-Q”). This Quarterly Report on Form 10-Q/A (the “Form 10-Q/A”) amends Part I – Item 1, “Financial Statements,” Part II – Item 1, “Legal Proceedings,” and Part II – Item 6, “Exhibits,” specifically to include an update on the Company’s class action litigation in Nevada (the “Nevada Litigation Update”) to reflect developments that occurred on the Original Filing Date prior to the Company’s filing of the Initial Form 10-Q. As such, no other changes have been made herein to the Initial Form 10-Q.

The filing of this Form 10-Q/A shall not be deemed as an admission that the original filing, when made, included any untrue statement of material fact or omitted to state a material fact necessary to make a statement not misleading. Except as discussed above, the Company has not modified or updated disclosures presented in the Initial Form 10-Q. Accordingly, this amended quarterly report does not reflect events occurring after the Initial Form 10-Q or modify or update those disclosures affected by subsequent events, except as specifically referenced herein, and should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Initial Form 10-Q. Information not affected by the Nevada Litigation Update is unchanged and reflects the disclosures made at the time of the Initial Form 10-Q. References to this “quarterly report on Form 10-Q,” this “quarterly report on Form 10-Q/A” and this “amended quarterly report on Form 10-Q/A” herein shall refer to the Initial Form 10-Q as amended by this amended quarterly report on Form 10-Q/A. The following items have been amended as a result of the Nevada Litigation Update:

The Company has not yet been required to respond formally to this lawsuit. In addition, the Consolidated Complaint does not specify any amount of damages to be sought by plaintiffs. Because this matter is in a very early stage, the Company cannot determine whether or not an adverse outcome is probable, nor can it provide a reasonable estimate of any potential losses related to this matter. While the Company believes that it has meritorious defenses to the Class Action and intends to defend it vigorously, an adverse outcome in this matter could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity.

Between April 9 and April 27, 2012, three purported shareholder class actions were filed against the Company, its board of directors and its chief executive officer, Jianquan Li, in District Court, Clark County, Nevada. The three purported shareholder class actions were later consolidated and, on August 9, 2012, the Company received a consolidated complaint (the "Consolidated Complaint"), wherein a purported class action claim was made against the Company, its board of directors and its chief executive officer, Jianquan Li (the “Class Action”). The Class Action arises from Mr. Li’s initial non-binding proposal on April 2, 2012 to acquire all outstanding shares of the Company’s common stock not owned or controlled by him or his wife in a “going private” transaction. The Class Action alleges that the Company’s board of directors have breached their fiduciary duties to the Company as a result of the proposed “going private” transaction, and that the Company has aided and abetted those alleged breaches. The Company has not yet responded to the Class Action, but believes the allegations therein are without merit. The Company intends to defend itself vigorously against the claims.