-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C7YjMkIuVPeMC5Zwcptg/xF7HWT1n0LvStnxxCVUV4m68uJHqqyO281WzgvrykoQ tmrZbTgzC8OQyq5J0l+hng== 0000950103-10-001343.txt : 20100507 0000950103-10-001343.hdr.sgml : 20100507 20100507132313 ACCESSION NUMBER: 0000950103-10-001343 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100507 DATE AS OF CHANGE: 20100507 GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P. GROUP MEMBERS: IDG-ACCEL CHINA INVESTORS II L.P. GROUP MEMBERS: PATRICK J. MCGOVERN GROUP MEMBERS: QUAN ZHOU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOKO FITNESS & SPA GROUP, INC. CENTRAL INDEX KEY: 0001355835 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 800122921 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83982 FILM NUMBER: 10811336 BUSINESS ADDRESS: STREET 1: NO.194,GUOGELI STREET, HARBIN CITY: HEILONGJIANG PROVINCE STATE: F4 ZIP: 150001 BUSINESS PHONE: 011-86-451-87702255 MAIL ADDRESS: STREET 1: NO.194,GUOGELI STREET, HARBIN CITY: HEILONGJIANG PROVINCE STATE: F4 ZIP: 150001 FORMER COMPANY: FORMER CONFORMED NAME: American Business Holdings, Inc DATE OF NAME CHANGE: 20060310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDG-ACCEL CHINA GROWTH FUND II L P CENTRAL INDEX KEY: 0001407108 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ROOM 616, TOWER A, COFCO PLAZA STREET 2: 8 JIANGUOMENNEI AVENUE CITY: BEIJING STATE: F4 ZIP: 100005 BUSINESS PHONE: (852) 2529 1016 MAIL ADDRESS: STREET 1: C/O IDG VC MANAGEMENT LTD. STREET 2: UNIT 1509, THE CENTER, 99 QUEEN'S ROAD CITY: CENTRAL STATE: k3 ZIP: 00000 SC 13G 1 dp17534_sc13g.htm SCHEDULE 13G
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
SOKO FITNESS & SPA GROUP, INC.
(Name of Issuer)
 
Common Stock, Par Value US$0.001 Per Share (“Shares”)
(Title of Class of Securities)
 
83409D104
(CUSIP Number)
 
May 7, 2010
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
Page 1
 
 
 
 
CUSIP No.
 
83409D104
1.
Names of Reporting Persons
IDG-Accel China Growth Fund II L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
2,022,125(1)
 
6.
 
Shared Voting Power
165,375(2)
 
7.
 
Sole Dispositive Power
2,022,125(1)
 
8.
 
Shared Dispositive Power
165,375(2)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,500
 
  
10.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)               
 
o
11.
Percent of Class Represented by Amount in Row (11)
10.8%(3)
 
  
12.
Type of Reporting Person (See Instructions)
PN
 
  
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund II Associates L.P., IDG-Accel China Growth Fund GP II Associates Ltd., Patrick J. McGovern and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these Shares.
 
(2) IDG-Accel China Investors II L.P. is the record owner of these Shares. The Reporting Person and IDG-Accel China Investors II L.P. have the same ultimate general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this, the Reporting Person may be deemed to be under common control with IDG-Accel China Investors II L.P. and thus share voting and dispositive power with respect to these Shares.
 
(3) Based upon 20,213,889 Shares outstanding as of April 29, 2010, including (1) 17,000,000 Shares outstanding as of April 13, 2010 as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on April 14, 2010, (2) 88,889 Shares issued pursuant to the Settlement Agreement dated April 16, 2010, and (3) 3,125,000 Shares issued pursuant to the Stock Purchase Agreement dated April 29, 2010.
 
 
Page 2
 
 
CUSIP No.
 
83409D104
1.
Names of Reporting Persons
IDG-Accel China Growth Fund II Associates L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
2,022,125 (1)
 
6.
 
Shared Voting Power
165,375(2)
 
7.
 
Sole Dispositive Power
2,022,125 (1)
 
8.
 
Shared Dispositive Power
165,375(2)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,500
 
  
10.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
o
11.
Percent of Class Represented by Amount in Row (11)
10.8%(3)
 
  
12.
Type of Reporting Person (See Instructions)
PN
 
  
 
(1) The record owner of these Shares is IDG-Accel China Growth Fund II L.P. By virtue of being the general partner of IDG-Accel China Growth Fund II L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these Shares.
 
(2) IDG-Accel China Investors II L.P. is the record owner of these Shares. The Reporting Person and IDG-Accel China Investors II L.P. have the same general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this, the Reporting Person may be deemed to be under common control with IDG-Accel China Investors II L.P. and thus share voting and dispositive power with respect to these Shares.
 
(3) Based upon 20,213,889 Shares outstanding as of April 29, 2010, including (1) 17,000,000 Shares outstanding as of April 13, 2010 as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on April 14, 2010, (2) 88,889 Shares issued pursuant to the Settlement Agreement dated April 16, 2010, and (3) 3,125,000 Shares issued pursuant to the Stock Purchase Agreement dated April 29, 2010.
 
 
Page 3
 
 
CUSIP No.
 
83409D104
1.
Names of Reporting Persons
IDG-Accel China Growth Fund GP II Associates Ltd.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
2,187,500(1)
 
6.
 
Shared Voting Power
0
 
7.
 
Sole Dispositive Power
2,187,500(1)
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,500(1)
 
  
10.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
11.
Percent of Class Represented by Amount in Row (11)
10.8%(1)(2)
 
  
12.
Type of Reporting Person (See Instructions)
CO
 
  

(1) Including 2,022,125 Shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 165,375 Shares of which the record owner is IDG-Accel China Investors II L.P. By virtue of being the ultimate general partner of both record owners, the Reporting Person may be deemed to have sole voting and dispositive power with respect to all these Shares.
 
(2) Based upon 20,213,889 Shares outstanding as of April 29, 2010, including (1) 17,000,000 Shares outstanding as of April 13, 2010 as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on April 14, 2010, (2) 88,889 Shares issued pursuant to the Settlement Agreement dated April 16, 2010, and (3) 3,125,000 Shares issued pursuant to the Stock Purchase Agreement dated April 29, 2010.
 
 
Page 4
 
 
CUSIP No.
 
83409D104
1.
Names of Reporting Persons
IDG-Accel China Investors II L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
165,375(1)
 
6.
 
Shared Voting Power
 2,022,125(2)
 
7.
 
Sole Dispositive Power
165,375(1)
 
8.
 
Shared Dispositive Power
2,022,125(2)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,500
 
  
10.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)              
 
o
11.
Percent of Class Represented by Amount in Row (11)
10.8%(3)
 
  
12.
Type of Reporting Person (See Instructions)
PN
 
  
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund GP II Associates Ltd., Patrick J. McGovern and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these Shares.
 
(2) IDG-Accel China Growth Fund II L.P. is the record owner of these Shares. IDG-Accel China Growth Fund II L.P. and the Reporting Person have the same ultimate general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this, the Reporting Person may be deemed to be under common control with IDG-Accel China Growth Fund II L.P. and thus share voting and dispositive power with respect to these Shares.
 
(3) Based upon 20,213,889 Shares outstanding as of April 29, 2010, including (1) 17,000,000 Shares outstanding as of April 13, 2010 as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on April 14, 2010, (2) 88,889 Shares issued pursuant to the Settlement Agreement dated April 16, 2010, and (3) 3,125,000 Shares issued pursuant to the Stock Purchase Agreement dated April 29, 2010.
 
 
Page 5
 
 
CUSIP No.
 
83409D104
1.
Names of Reporting Persons
Patrick J. McGovern
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
United States of America
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
0
 
6.
 
Shared Voting Power
2,187,500(1)
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
2,187,500(1)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,500(1)
 
  
10.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)               
 
o
11.
Percent of Class Represented by Amount in Row (11)
10.8%(1)(2)
 
  
12.
Type of Reporting Person (See Instructions)
IN
 
  

(1) Including 2,022,125 Shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 165,375 Shares of which the record owner is IDG-Accel China Investors II L.P. The ultimate general partner of both record owners is IDG-Accel China Growth Fund GP II Associates Ltd., of which the Reporting Person and Quan Zhou are directors and executive officers. By virtue of acting together to direct the management and operations of IDG-Accel China Growth Fund GP II Associates Ltd., the Reporting Person and Quan Zhou may be deemed to have shared voting and dispositive power with respect to all these Shares.
 
(2) Based upon 20,213,889 Shares outstanding as of April 29, 2010, including (1) 17,000,000 Shares outstanding as of April 13, 2010 as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on April 14, 2010, (2) 88,889 Shares issued pursuant to the Settlement Agreement dated April 16, 2010, and (3) 3,125,000 Shares issued pursuant to the Stock Purchase Agreement dated April 29, 2010.
 
 
Page 6
 
 
CUSIP No.
 
83409D104
1.
Names of Reporting Persons
Quan Zhou
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
United States of America
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
0
 
6.
 
Shared Voting Power
2,187,500(1)
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
2,187,500(1)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,187,500(1)
 
  
10.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)               
 
o
11.
Percent of Class Represented by Amount in Row (11)
10.8%(1)(2)
 
  
12.
Type of Reporting Person (See Instructions)
IN
 
  

(1) Including 2,022,125 Shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 165,375 Shares of which the record owner is IDG-Accel China Investors II L.P. The ultimate general partner of both record owners is IDG-Accel China Growth Fund GP II Associates Ltd., of which the Reporting Person and Patrick J. McGovern are directors and executive officers. By virtue of acting together to direct the management and operations of IDG-Accel China Growth Fund GP II Associates Ltd., the Reporting Person and Patrick J. McGovern may be deemed to have shared voting and dispositive power with respect to all these Shares.
 
(2) Based upon 20,213,889 Shares outstanding as of April 29, 2010, including (1) 17,000,000 Shares outstanding as of April 13, 2010 as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on April 14, 2010, (2) 88,889 Shares issued pursuant to the Settlement Agreement dated April 16, 2010, and (3) 3,125,000 Shares issued pursuant to the Stock Purchase Agreement dated April 29, 2010.
 
 
Page 7

 
Item 1(a).  Name of Issuer
 
SOKO Fitness & Spa Group, Inc.
 
Item 1(b).  Address of Issuer’s Principal Executive Offices
 
No. 194, Guogeli Street, Harbin
Heilongjiang Province, China, 150001

Item 2(a).  Name of Persons Filing
 
1.  
IDG-Accel China Growth Fund II L.P.
2.  
IDG-Accel China Growth Fund II Associates L.P.
3.  
IDG-Accel China Growth Fund GP II Associates Ltd.
4.  
IDG-Accel China Investors II L.P.
5.  
Patrick J. McGovern
6.  
Quan Zhou
 
The above persons have agreed that this Statement may be filed by IDG-Accel China Growth Fund II L.P. (“IDG Fund LP”) and IDG-Accel China Investors II L.P. (“IDG Investors LP”) on behalf of all of them jointly pursuant to Rule 13d-1(k). A copy of such agreement is attached as an Exhibit to this Statement.
 
IDG Fund LP is a limited partnership organized under the laws of Cayman Islands. The general partner of IDG Fund LP is IDG-Accel China Growth Fund II Associates L.P. (“IDG Associates LP”), a limited partnership organized under the laws of Cayman Islands. The general partner of IDG Associates LP is IDG-Accel China Growth Fund GP II Associates Ltd. (“IDG GP”), a limited liability company incorporated under laws of Cayman Islands. IDG Investors LP is a limited partnership organized under the laws of Cayman Islands. The general partner of IDG Investors LP is IDG GP. The directors and executive officers of IDG GP are Patrick J. McGovern and Quan Zhou.
 
Item 2(b).  Address of Principal Business Office or, If None, Residence
 
For all reporting persons:
 
c/o IDG VC Management Ltd.
Unit 1509, The Center
99 Queen’s Road
Central, Hong Kong
 
Item 2(c).   Citizenship
 
Patrick J. McGovern and Quan Zhou are each citizens of United States of America. IDG Fund LP, IDG Associates LP, IDG GP and IDG Investors LP are each organized under laws of Cayman Islands.
 
Item 2(d).   Title of Class of Securities
 
Common Stock, par value $0.001 per share (“Shares”)
 
Item 2(e).   CUSIP No.
 
83409D104
 
Item 3.   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
o  
Broker or dealer registered under section 15 of the Act.
 
 
Page 8
 
 
(b)
o  
Bank as defined in section 3(a)(6) of the Act.
 
(c)
o  
Insurance company as defined in section 3(a)(19) of the Act.
 
(d)
o 
Investment company registered under section 8 of the Investment Company Act of 1940.
 
(e)
o  
An investment adviser registered under Section 203 of the Investment Advisers Act of 1940 or under the laws of any state;
 
(f)
o  
An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);
 
(g)
o  
A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);
 
(h)
o  
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
o  
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
o  
Group, in accordance with Rule 13d–1(b)(1)(ii)(J).
 
Item 4.  Ownership
 
The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.
 
Item 5.  Ownership of 5 Percent or Less of a Class
 
N/A.
 
 
 N/A.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
N/A.
 
Item 8.  Identification and Classification of Members of the Group.
 
N/A.
 
Item 9.  Notice of Dissolution of Group.
 
N/A.
 
Item 10.  Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

Page 9
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: May 7, 2010
 
 
IDG-ACCEL CHINA GROWTH FUND II L.P.
By: IDG-Accel China Growth Fund II Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
  
     
     
 
By:
/s/ Quan ZHOU
  
    Name:
Quan ZHOU
  
    Title:
Authorized Signatory
  
     
     
 
IDG-ACCEL CHINA INVESTORS II L.P.
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
  
     
     
         
 
By:
/s/ Quan ZHOU
  
    Name:
Quan ZHOU
  
    Title:
Authorized Signatory
  

 
Page 10
 
 
Joint Filing Agreement
 
 
We, the undersigned, hereby agree that the Statement on Schedule 13G in connection with the securities of SOKO Fitness & Spa Group, Inc. to which this Agreement is an Exhibit, and any amendment thereafter signed by each of the undersigned, may be filed by IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
Page 11
 
 
Dated: May 7, 2010
 
 
IDG-ACCEL CHINA GROWTH FUND II L.P.
By: IDG-Accel China Growth Fund II Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
  
     
     
 
By:
 /s/ Quan ZHOU  
    Name:
Quan ZHOU
  
    Title:
Authorized Signatory
  
     
     
 
IDG-ACCEL CHINA INVESTORS II L.P.
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
  
     
     
 
By:
 /s/ Quan ZHOU  
    Name:
Quan ZHOU
  
    Title:
Authorized Signatory
  
     
     
 
IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P.
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
  
     
     
 
By:
 /s/ Quan ZHOU  
    Name:
Quan ZHOU
  
    Title:
Authorized Signatory
  
     
     
 
IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD.
  
     
     
 
By:
 /s/ Quan ZHOU  
    Name:
Quan ZHOU
  
    Title:
Authorized Signatory
  
     
     
 
PATRICK J. MCGOVERN
  
     
     
 
By:
 /s/ Patrick J. MCGOVERN  
     
     
 
QUAN ZHOU
  
     
     
 
By:
 /s/ Quan ZHOU  

 
 
Page 12
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