SecProbe.io

September 4, 2014

Via E -mail
Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China

Re: Wowo Limited
Confidential Draft Registration Statement on Form F -1
Submitted August 8, 2014
CIK No. 0001527762

Dear Mr. Xu:

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with  information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registr ation statement or filed registration statement, we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are publishe d or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

2. We will process your am endments without price ranges.  Since the price range you select
will affect disclosure in several sections of the filling, we will need sufficient time to
process your amendments once a price range is included and the material information

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 2

 now appearing bl ank throughout the document has been provided.  Please understand that
the effect of the price range on disclosure throughout the document may cause us to raise
issues in areas on which we have not previously commented.

3. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments.  See Question 101.02 of our Securities Act Forms Compliance and Disclosure
Interpretations, available on o ur website.

4. Please revise your filing to provide a summary of recent developments to disclose your
financial results during 2014 to the extent you have this information.  Also, provide a
discussion of your results, including identification of any known m aterial trends or events
and quantify these trends or events where possible.

Cover Page

5. Please revise to provide the name of the lead or managing underwriter.  Refer to Item
501(b)(8) of Regulation S -K.

Prospectus Summary , page 1

6. Although you disclose in a risk factor on page 19 that you generate a substantial portion
of your revenues as commission from the sales of WoWo coupons to retail customers,
you do not discuss the use or sale of such coupons until page 108 of the prospectus .
Please revise the summary to discuss this aspect of your business or advise.  Also,
quantify in the summary and in the risk factor on page 19 the “substantial portion” of
your revenues that you generate through sales of  WoWo coupons.

7. Please provide a brief discussion in this section of the function of your  operating
websites, 55.com and 55tuan.com.

8. Disclose in the summary that your chairman and chief executive officer will continue to
have a substantial control over the company after the offering and disclose the percentage
of your voting power to be held by him following the offering.

Overview, page 1

9. Please provide us with independent, objective support for the claim in this section that
you are one of China’s leading third -party e -commerce platf orms focusing on local
entertainment and lifestyle services.

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 3

 Our Value Proposition, page 2

10. On page 3, you provide selective disclosure of your revenues for fiscal years 2012 and
2013.  Financial results should be presented contextually in light of other relevant
financial data.  Accordingly, please disclose your net loss for these periods as well.

Our Competitive Advantages, page 3

11. We note terms and phrases, such as “proven” and “highly regarded entrepreneur” used to
describe your officers and directors in relation to their expertise throughout the
prospectus.  Marketing language that cannot be objectively substantiated should be
removed.  To the extent these statements represent your beliefs, please revise accordingly
and state the basis for these beliefs.

Our Strategy, page 5

12. You indicate in this section that you are “currently rolling out” your WoWo Merchant
App.  Please revise  to clarify whether the app is currently available in certain cities or
population centers you serve and your expected timetable for completing deployment of
the app.  Discuss here and in your Management’s Discussion any material costs you
expect to incur in connection with your roll out of the app.

Our Corporate Structure, page 7

13. Please briefly describe in this section the material terms of the contractual arrangements
between Wowo Shijie and the two consolidated affiliated entities  in China, Beijing
WoWo Tuan and Kai Yi Shi Dai, and their respective shareholders, including any
provisions related to term and termination.  Also, disclose that if Beijing WoWo Tuan
and Kai Yi Shi Dai  and their shareholders fail to perform their obligations under the
contra ctual arrangements, you could be limited in your ability to enforce the contracts
that give you effective control and if you are unable to maintain such control, you would
not be able to continue to consolidate the financials results of Beijing WoWo Tuan a nd
Kai Yi Shi Dai  with your financial results.

Risk Factors

14. We note your statement in the introductory paragraph of this section that “additional risks
and uncertainties that we are unaware of, or that we currently deem immaterial, could
also become im portant factors that affect us.”  Please remove this statement as your risk
factor section should address current and known material risks.

“We have never been profitable…,” page 15

15. We note Exhibit 10.13 and the statement in this section that Mr. Xu has agreed to provide
adequate funds to enable the company to meet its financial obligations through December

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 4

 31, 2015.  Please provide prominent disclosure regarding this commitment in th e
prospectus summary.  Clarify in the risk factor and the Use of Proceeds section whether
the funds provided by Mr. Xu are loans that must repaid and, if so, whether the company
plans to repay the loans, including the $22.3 million already provided by Mr. Xu, with
proceeds from this offering.  Also, as you anticipate using the net proceeds of this
offering to meet your working capital needs, which you are currently meeting with the
funds provided by Mr. Xu, please disclose in the risk factor and the Use of Proceeds
section your anticipated working capital deficit for the 12 months following the effective
date of the prospectus.  Finally, address in the risk factor whether there is a material risk
that the commitment may be unenforceable by the company or tha t Mr. Xu may have
insufficient resources to meet his commitment.

“Our operating philosophy and interest in maintaining a strong network effect…,” page 17

16. You state in this risk factor that you currently charge storefront fees only to certain small -
and medium -sized merchant clients and that you plan to enlarge the category of paying
merchant clients to larger or higher revenue merchants “when this business model have
gained a wide base acceptance.”  Please explain in your disclosure how you selected the
small - and medium -sized clients that currently pay storefront fees.

“If the PRC government finds that the agreements that establish the structure for operating our
businesses in China…”, page 30

17. Please disclose that you obtained an opinion of counsel regarding the effectiveness and
enforceability of your ownership structure and the contractual arrangements with Beijing
Wowo Tuan and Kai Yi Shi Dai  and their respective shareholders or advise.

“The shareholder of Beijing Wowo Tuan…,” page 32

18. Please d isclose whether you have policies regarding the manner in which you and Mr. Xu
will resolve the types of conflicts of interest that you describe in this paragraph.

“We are an emerging growth company…,” page 47

19. Please revise your disclosure here and on p age 8 to disclose your election under Section
107(b) of the JOBS Act.

 If you elect to opt -out of the extended transition period for complying with new or
revised accounting standards pursuant to Section 107(b) of the Act, include a
statement that the elec tion is irrevocable.
 If you elect to use the extended transition period for complying with new or revised
accounting standards under Section 102(b)(1) of the Act, include risk factor
disclosure explaining that this election allows you to delay the adoption  of new or
revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies. You should also disclose

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 5

 in the risk factor that, as a result of this election, your financial st atements may not be
comparable to companies that comply with public company effective dates. Please
provide a similar statement in your critical accounting policy disclosures in your
Management’s Discussion and Analysis section.

Dilution, page 58

20. Please revise your filing to disclose the conversion ratio used to determine the amount of
common shares that will be issued upon the completion of your offering.

21. Please revise to disclose why you believe a measure of “net tangible liabilities” is
meaningful fo r the purposes of dilution and why you believe presenting this measure is
appropriate.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 70

22. Discuss the impact on your financial condition of known tren ds, uncertainties, demands,
commitments or events, such as your expectation that you will spend substantial amounts
in operating expenses in the near future, as indicated in a risk factor on page 15, your
plans to increase the number of your merchants who pay storefront fees and the
challenges you face to successfully monetize your mobile user traffic.  Refer to Item 5.D
of Form 20 -F and Section III.B.3 of SEC Release 33 -8350.

Operating Metrics, page 71

23. For each of your metrics please tell us what consi deration you gave to presenting monthly
or quarterly data that may be indicative of any material trends that would be useful to
investors.  Also, tell us whether manage ment uses monthly or quarterly m etric data to
evaluate the operating results of the comp any.  Also, revise the Management’s Discussion
and Analysis section to identify trends in your metrics and discuss any reasonably likely
material effect on your revenues, net income and financial position that would cause
reported financial information to not be indicative of future operating results or financial
condition.  Refer to Item 5. D of Form 20 -F.

24. Please tell us what consideration you have given to separately identifying the number of
merchant clients that have opened a storefront in your WoWo Ma ll and those that have
only participated in your group buy/flash sale channel without operating a storefront.

25. We note that many of your operating metrics give an indication of the changes in the
volume of customers, but do not provide insight into any c hanges in pricing during the
period.  Please revise to disclose any metrics management uses to monitor the pricing of
your services, and present these metrics separately for your Wowo coupon sales and your
store front fees, if possible.  Refer to Section I II.B.1 of SEC Release No. 33 -8350.

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 6

 Critical Accounting Policies

Revenue Recognition, page 76

26. We note your disclosure on page F -15 that currently,  unredeemed amounts beyond the
refund p eriod remain in advances from customers due to certain legal consider ations.
Please revise your disclosure to elaborate on what these legal considerations are.  Also,
disclose the approximate time frame in which you expect to recognize these revenues,
discuss any uncertainties within that estimate and describe the types of  events that would
cause you not to recognize this revenue in the future.  Refer to Section V of Release 33 -
8350.

Goodwill and Long -Lived Intangible Assets with definite life, page 77

27. We note your disclosure that you proceeded  directly to Step 2 of the goodwill impairment
test due to the fact that you deemed it more likely than not that goodwill impairment
might exist.  Further, this conclusion appears to be based on the consideration that you
have been generating losses and ne gative cash flows during the rep orted periods.  In light
of that fact , please revise your filing to disclose the following information:
 The percentage by which the fair value of your reporting unit exceeds the carrying
value.  Alternatively, specificall y disclose that the fair value is substantially in
excess of carrying value, if true.
 You disclose that the primary technique used to determine fair value for your
goodwill impairment test is the discounted cash flow method.  However, your
disclosure indic ates that you use three methods to determine fair value, at which
point you evaluate the results under all three and assign a fair value.  Revise your
disclosure to more specifically describe the factors considered when determining
the most appropriate fai r value within the range of values determined separately
under each method.  Clarify the nature of any adjustments and discuss the factors
considered when determining how much adjustment is needed.
 Discuss the degree of uncertainty within the assumptions  used to value your
reporting unit for the purposes of determining whether goodwill is impaired.  In
particular, clarify whether you are assuming that you will be generating positive
revenue growth rates or whether you assume these growth rates change over  time.
Provide this information for each significant assumption used to determine the
fair value of your reporting unit.
 Discuss the potential events or circumstances that could be reasonably expected to
negatively affect the key assumptions.  For example , discuss the impact that
slower rates of revenue growth due to lower than expected sales, or a higher or
lower discount rate would have on your estimate of fair value.
Refer to Section V of Release 33-8350.

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 7

 Fair Value of Our Ordinary Shares and Share -Based Compensation, page 80

28. We note your disclosure on page 82 that the options granted during 2012 and 2013 have
no intrinsic value.  Please tell us how you considered the fact that several of your grants
have an exercise price that is below the fair valu e of the underlying shares on the date of
grant when making this conclusion.

Liquidity and Capital Resources, page 86

29. We note your disclosure that one source of liquidity is the commitment of financial
support provided by Mr. Maodong Xu .  Please revise your filing to disclose whether this
commitment has any limits to the amount that Mr. Xu has agreed to provide.

30. You appear to rely primarily on your VIEs for your cash and financing requirements.
Theref