Private Equity – SOKO Fitness & Spa Group, Inc. (OTCBB: SOKF) Going Private Transaction

Represented certain existing stockholders of SOKO Fitness & Spa Group, Inc. (OTCBB: SOKF) in connection with their participation in SOKO’s going private transaction.

SOKO Fitness & Spa Group, Inc. (OTCBB: SOKF) is an operator of fitness centers and beauty salons and spas in key cities in Northeastern China as well as in Beijing, Zhengzhou and Hangzhou. SOKO provides programs, services, and products combined with exercise, education and nutrition to help their members lead a healthy life and achieve their fitness goals.

Pursuant to a contribution and subscription agreement by and among certain existing stockholders, including SOKO management employees (collectively, the “Contributing Stockholders”), Queen Beauty and Wellness Group Limited (“Queen Beauty”), SOKO Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Queen Beauty (“Merger Sub”), China Consumer Capital Fund (“CCC”) and Mousserena, L.P. (“Mousse’) (i) the Contributing Stockholders contributed their 90.79% of the shares of common stock of SOKO (the “Common Stock”) to Queen Beauty in exchange for 10,819,999 ordinary shares and 9,488,945 preferred shares of Queen Beauty, (ii) CCC, Golden Year Holdings Limited and Mousse contributed an aggregate $9,999,994.50 in cash in exchange for 2,222,221 preferred shares of Queen Beauty and (iii) Queen Beauty contributed all of the shares of Common Stock contributed to it by the Contributing Stockholders to Merger Sub in exchange for one (1) share of common stock of Merger Sub. As a result of these transactions, Merger Sub acquired 90.79% of the total issued and outstanding shares of Common Stock of SOKO and completed a “short-form” merger with SOKO continuing as the surviving corporation. As a result of the merger, SOKO became a wholly owned subsidiary of Queen Beauty, quotation of the Common Stock on the OTC Bulletin Board ceased and SOKO filed a Form 15 with the Securities and Exchange Commission to terminate its reporting obligations as a public company under the U.S. securities laws. Existing stockholders of the Common Stock that are not participating in the going private transaction will receive $4.50 in cash per share.

A Seward & Kissel team led by partner Craig Sklar and including associates Meir Grossman and Jon Bobinger represented certain existing investors in connection with their participation in the going private transaction.