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EXCEL - IDEA: XBRL DOCUMENT - WINNER MEDICAL GROUP INCFinancial_Report.xls


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 10-K/A

 
(Mark One)
 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
   
For the fiscal year ended September 30, 2011
 
Or
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
   
For the transition period from                    to
 
Commission file number: 001-34484
 

 
WINNER MEDICAL GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
33-0215298
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
Winner Industrial Park, Bulong Road
Longhua, Shenzhen City, 518109
People’s Republic of China
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (86) 755-28138888
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock, $.001 par value
 
Nasdaq Global Market
 
Securities registered pursuant to Section 12(g) of the Act:
 
 
None
 
 
(Title of class)
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ¨ Yes   x No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ¨ Yes   x No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  ¨ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   x Yes     ¨ No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes ¨ No x
 
At March 31, 2011, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $28,371,201, based on the last sale price of the registrant’s common stock.
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price of $3.17 per share of common stock at which the common equity was last sold on September 30, 2011, the last day of our most recently completed fourth fiscal quarter was $19,408,271.
 
As of December 1, 2011, there were 24,371,872 shares of the registrant’s common stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE.
 
None.
 


 
 

 
 
Explanatory Note
 
On November 30, 2011, Winner Medical Group Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2011 (the “Initial Form 10-K”). This Annual Report on Form 10-K/A (the “Form 10-K/A”) amends Item 15, “Exhibits, Financial Statement Schedules,” specifically by including Exhibit 101 containing the Company’s Extensible Business Reporting Language (XBRL) materials for the fiscal year ended September 30, 2011. As such, no other changes have been made herein to the Initial Form 10-K.
 
The filing of this Form 10-K/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. This Form 10−K/A does not reflect events occurring after the filing of the Initial Form 10-K on November 30, 2011, and no attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the Initial Form 10-K. Accordingly, this Form 10−K/A should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Initial Form 10−K.
 
Table of Contents
 
Number
   
Page
PART IV
       
Item 15.
 
Exhibits, Financial Statement Schedules.
2
 
1

 
 
PART IV

ITEM 15.
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.

(a)
The following documents are filed as part of this report:

 
(1)
Financial Statements

The consolidated financial statements filed as part of the Initial Form 10-K are located as set forth in the index on page F-1 of that Report.

 
(2)
Financial Statement Schedules

Not applicable.

 
(3)
Exhibits

The list of exhibits included in the below Exhibit Index is hereby incorporated herein by reference.
 
 
2

 
 
SIGNATURES

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

Date: December 1, 2011

 
WINNER MEDICAL GROUP INC.
 
 
 
 
By:
/s/ Jianquan Li
 
 
Jianquan Li
 
 
Chief Executive Officer

 
By:
/s/ Xiuyuan Fang
 
 
Xiuyuan Fang
 
 
Chief Financial Officer

 
3

 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
     
2.1
 
Share Exchange Agreement, dated December 16, 2005, among the registrant, Winner Group Limited and its stockholders [incorporated by reference to Exhibit 2.1 to the registrant’s current report on Form 8-K filed on December 16, 2005 in commission file number 33-10513-LA]
     
3.1
 
Articles of Incorporation of the registrant as filed with the Secretary of State of the State of Nevada on August 7, 1986, as amended to date. [incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on December 16, 2005 in commission file number 33-10513-LA]
     
3.2
 
Amended and Restated Bylaws of the registrant adopted on December 16, 2005. [incorporated by reference to Exhibit 3.2 to the registrant’s current report on Form 8-K filed on December 16, 2005 in commission file number 33-10513-LA]
     
10.1
 
English translation of Licensing Agreement between Winner Group Limited and Jianquan Li, dated December 1, 2005 [incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on December 16, 2005 in commission file number 33-10513-LA]
     
10.2
 
English translation of Licensing Agreement between Winner Medical & Textile Ltd. Zhuhai and Nianfu Huo, dated August 5, 2005 [incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed on December 16, 2005 in commission file number 33-10513-LA]
     
10.3
 
English translation of Equipment Purchase Contract between Winner Medical (Huanggang) Co., Ltd. and Zhengzhou Textile Machinery Co., Ltd, dated July 12, 2005 [incorporated by reference to Exhibit 10.3 to the registrant’s current report on Form 8-K filed on December 16, 2005 in commission file number 33-10513-LA]
     
10.4
 
English translation of Water Supply Agreement between Winner Medical & Textile Ltd. Tianmen and Hubei Winner Textiles Co., Ltd., dated August 2, 2004 [Incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed on December 16, 2005 in commission file number 33-10513-LA]
     
10.5
 
2006 Incentive Equity Plan [incorporated by reference to Exhibit 10 to the registrant’s registration statement on Form S-8 filed on April 19, 2006]
     
10.6
 
Independent Director’s Contract, dated as of May 8, 2006, by and between Winner Medical Group Inc. and Larry Goldman, CPA [incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on May 11, 2006]
     
10.7
 
Independent Director’s Contract, dated as of January 14, 2010, by and between Winner Medical Group Inc. and Lawrence Xiaoxia Pan. [incorporated by reference to Exhibit 10.5 to the registrant’s current report on Form 8-K filed on January 15, 2010]
     
10.8
 
Independent Director’s Contract, dated as of May 8, 2006, by and between Winner Medical Group Inc. Dr. Horngjon Shieh [incorporated by reference to Exhibit 10.3 to the registrant’s current report on Form 8-K filed on May 11, 2006]
     
10.9
 
Indemnification Agreement, dated as of May 8, 2006, by and between Winner Medical Group Inc. and Larry Goldman, CPA [Incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed on May 11, 2006]
     
10.10
 
Indemnification Agreement, dated as of January 14, 2010, by and between Winner Medical Group Inc. and Lawrence Xiaoxia Pan, Esq. [incorporated by reference to Exhibit 10.5 to the registrant’s current report on Form 8-K filed on January 15, 2010]
     
10.11
 
Indemnification Agreement, dated as of May 8, 2006, by and between Winner Medical Group Inc. and Dr. Horngjon Shieh [incorporated by reference to Exhibit 10.6 to the registrant’s current report on Form 8-K filed on May 11, 2006]
     
10.12
 
English translation of Employment Agreement, dated January 1, 2008, by and between Winner Industries (Shenzhen) Co., Ltd. and Jianquan Li.  [incorporated by reference to Exhibit 10.12 to the registrant’s current report on Form 10-K filed on December 9, 2008]
     
10.13
 
English translation of Employment Agreement, dated January 1, 2008, by and between Winner Industries (Shenzhen) Co., Ltd. and Xiuyuan Fang.  [incorporated by reference to Exhibit 10.13 to the registrant’s current report on Form 10-K filed on December 9, 2008]
     
10.15
 
English translation of Employment Agreement, dated January 1, 2008, by and between Winner Industries (Shenzhen) Co., Ltd. and Nianfu Huo.  [incorporated by reference to Exhibit 10.15 to the registrant’s current report on Form 10-K filed on December 9, 2008]
     
10.16
 
Registrant’s 2006 Equity Incentive Plan (as amended October 7, 2007) [incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on October 11, 2006]
     
10.17
 
Registrant’s 2008-2009 Restricted Stock Unit Incentive Plan (as adopted October 7, 2007) [incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed on October 11, 2006]
     
 
 
Registrant’s 2010-2011 Restricted Stock Unit Incentive Plan (as adopted October 7, 2010) [incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed on October 11, 2006]
     
10.18
 
Registrant’s 2011-2013 Restricted Stock Unit Incentive Plan (as adopted October 7, 2007) [incorporated by reference to Exhibit 10.18 to the registrant’s current report on Form 8-K filed on October 12, 2010]
     
14
 
Code of ethics, dated May 9, 2006. [incorporated by reference to Exhibit 14 to the registrant’s current report on Form 8-K filed on May 11, 2006]
     
21
 
List of subsidiaries of the registrant*
 
 
4

 
 
23.1
 
Consent of BDO Limited*
     
31.1
 
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2
 
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
32.1
 
Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
     
32.2
 
Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
     
101+
 
The following materials from the Winner Medical Group Inc. Annual Report on Form 10-K/A for the year ended September 30, 2011 filed on December 1, 2011, formatted in Extensible Business Reporting Language (XBRL):
     
   
(i)
Consolidated Balance Sheets,
       
   
(ii)
Consolidated Statements of Income and Comprehensive Income,
       
   
(iii)
Consolidated Statements of Stockholders’ Equity,
       
   
(iv)
Consolidated Statements of Cash Flows, and
       
   
(v)
Notes to Consolidated Financial Statements
 
 
*
filed with Winner Medical Group Inc.’s Annual Report on Form 10-K, as filed with Securities and Exchange Commission on November 30, 2011.
 
 
+
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
5