Soko Fitness & Spa (OTC BB:SOKF)

HARBIN, China, July 28, 2011 /PRNewswire-Asia-FirstCall/ -- SOKO Fitness & Spa Group, Inc. (OTC BB: SOKF) ("SOKO"), an operator of fitness centers, beauty salons and spas in Northeast China, Beijing, Zhengzhou and Hangzhou today announced that it was informed by Tong Liu, its Chairman and Chief Executive Officer, Xia Yu, its Chief Financial Officer, Bingrong Wu, its Vice President, Chunying Liu, its Director of Operating, Lei Jiang, its Director of Marketing, Guozhe Li, its Director of Investment and Development, Qinyue Sun, Su Liu, Xiangjin Yin, Guerrilla Partners, L.P., Hua-Mei 21st Century Partners, LP, IDG-ACCEL China Growth Fund II L.P., IDG-ACCEL China Investors II L.P., China Golden Leaf Equity Fund SPC, Golden Year Holdings Limited ("Golden Year") and Lucky Eagle Limited (collectively, the "Contributing Stockholders") that, pursuant to a contribution and subscription agreement (the "Contribution Agreement"), dated July 25, 2011, among 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'), on July 27, 2011 (i) the Contributing Stockholders contributed their 90.79% of the shares of common stock, $0.001 par value per share, 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 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, on July 27, 2011 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 pursuant to Section 253 of the General Corporation Law of the State of Delaware. 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 on July 27, 2011. Existing stockholders of the Common Stock will be notified by mail of the cancellation of their shares and their right to receive $4.50 in cash per share upon the submission of their stock certificates in accordance with proper procedures.