SecProbe.io

January 26 , 2015

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
Registration Statement on Form F -1
Filed January 9, 2015
File No. 333 -201413

Dear Mr. Xu:

We have reviewed your registration statement and have the following comments.

Registration Statement Facing Page

1. Since you anticipate that this offering will be made on a best efforts basis, please check
the box indicating that the securities are to be offered on a delayed or continuous basis
under Securities Act Rule 415.  Also, revise the undertakings section of th e registration
statement to include the undertakings applicable to a Rule 415 offering.  Refer to Item
512(a) of Regulation S -K.

Prospectus Cover Page

2. We note the disclosure on page 58 that you expect this offering to be made on a best
efforts basis wi th no minimum number of ADSs required to be sold for the offering to
proceed .  Please revise the cover page to specifically address the “no minimum” structure
of the transaction.  In this regard, the cover page disclosure should indicate that there is
no requirement that you sell a specified number of shares before the proceeds of  the
offering become available for your use and that there are no provisions for the return of
funds to investors if only a nominal amount of shares are sold in the offering.  You
should also address the fact that all of the shares may not be sold and disc uss the range of
possible outcomes, including the possibility the company may receive only minimal
proceeds.  In this regard, consider removing the proceeds table from the cover page given
that the proceeds to the company are not assured.

3. Disclose on the  cover page the date the offering will end.  Refer to Item 501(b)(8)(iii) of
Regulation S -K.

Maodong Xu
Wowo Limited
January 26, 2015
Page 2

Risk Factors, page 16

4. Given that this is a best efforts, no minimum offering, please add a risk factor that
indicates that you may not receive sufficient proceeds to fund planned operations or
cover the costs of the offering.  Discuss the impact on the company and its planned
operations if you are unable to raise sufficient funds in the offering.

Risks Related to our ADSs and This Offering, page 48

5. We note the new disclosure on page 176 that parties to the deposit agreement waive their
right to trial by jury in any legal pro ceeding arising out of the deposit agreement or the
ADSs.  Please disclose that fact in this section.

Use of Proceeds, page 58

6. You disclose that you will use the net proceeds from the offering for general corporate
purposes including future operating l osses and working capital needs.  Please revise to
provide more details regarding what constitutes working capital and other general
corporate purposes.  Consider disclosing the amount of proceeds that you plan to use to
grow your business.  In this regard , you describe on page 117 strategies to expand your
business but do not indicate if they will be funded with offering proceeds.  Refer to Item
504 of Regulation S -K and Instruction 7 to Item 504.  Additionally, indicate the order of
priority of each of yo ur intended uses of the net proceeds if you sell 25%, 50%, 75% and
100% of the ADSs being offered.

Dilution, page 61

7. Because this is a best efforts, no minimum offering, please revise the Dilution and
Capitalization disclosure to reflect the sale of va rying amounts of the total amount of
securities being offered.  For instance, revise to also include the impact of selling 25%,
50%, 75% and 100% of the ADSs being offered.

8. Please refer to our prior comment 2.  We note your response  regarding the fact tha t the
offering  will have an antidilutive effect to the tangible book value measure per share for
all outstanding shares ; however, Item 506(b) of Regulation S -K requires  disclosure of  the
increase in tangible book value per share that is attributable to the  cash payments made
by purchasers of your shares  in this offering .  Therefore, your disclosure should include
presentation of the following:

 Historical negative tangible book value per share ,
 The assumed public offering price per share ,
 The net tangible book value per share after the offering and ,
 The increase  to the net tangible book value per share attributable to investors  in
this IPO.

Maodong Xu
Wowo Limited
January 26, 2015
Page 3

 If you continue to believe that total assets per share is a meaningful measure of the
dilution to the pri ce paid by investors in this offering , please present that measure
alongside the presentation of net book value per share and provide the appropriate
explanatory disclosure .  Also, given the significant equity changes in connection with the
conversion of your preferred stock and indebtedness that will occur simultan eously with
the IPO, please  tell us what consideration was given to presenting a pro forma net
tangible book value per share subsequent to the conversions but prior to the IPO to better
reflect the i ncrease in tangible book value per share caused solely by the purchasers of
your stock.

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

Operating Metrics, page 76

9. We note your response to our prior comment 4 in wh ich you state that the measure of
cumulative customers represents people who are aware of the company and that the
measure of cumulative repeat customers represents the stickiness of your customers.
However, you do not explain how the levels of customer a wareness and stickiness have
impacted your revenues for the reported periods.  Therefore, as previously requested,
please provide the following:

 Explain how the number of cumulative customers and the number of cumulative
repeat customers correlate to the changes in revenue from period to period.
 To balance out your discussion of the number of cumulative customers, tell us
your consideration for disclosing the actual number of customers who have made
at least one purchase during each period presented as t his would appear to be
more meaningful and provide better insight into revenue trends each period.

Liquidity and Capital Resources, page 96

10. Please revise to discuss the impact on your liquidity of receiving proceeds in this offering
at varying levels, e.g., 25%, 50%, 75% and 100% of the shares being sold.

Underwriting

11. Please explain to us the purpose of the overallotment  option.  Considering that this is a
best efforts  offering, it is not clear how the offering could be over -sold.  Similarly, advise
us as to the purpose of the discussions of lock -ups and stabilization in this section.
Finally, we note reference in this section to a selling stockholder, although there does not
appear to be a resale component to this offering.  Pleas e revise or advise.

Maodong Xu
Wowo Limited
January 26, 2015
Page 4

 Consolidated Financial Statements

Notes to Consolidated Financial Statements

14. Share -Based Compensation, page F -37

12. We note your disclosure on page F -38 that options vest ratably over 48 months and are
exercisable up to 5 years  from the date of grant.  Given that you have been granting
options since 2012, please tell us why there are no options reflected as exercisable in the
table on page F -40.

15. Net Loss per Share, page F -41

13. We note that you have excluded 6,669,219 share options from your calculation of diluted
EPS since they were antidilutive.  However, we note your disclosure on page F -40 that
you have 34,681,354 options outstanding, all of which would appear anti -dilutive since
you report a net loss.  Similarly, you dis close that you excluded 1,388,950 options from
your calculation of net loss as of September 30, 2014 on page F -74 but report 40,915,568
options outstanding on page F -72.  Please reconc ile this apparent inconsistency.  Re fer to
ASC 260 -10-50-1(c) and ASC 26 0-10-55-3B.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the  company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of t he effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose  the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ade quacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unite d States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Maodong Xu
Wowo Limited
January 26, 2015
Page 5

 of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact  Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or me at (202) 551 -3730 with any other questions.

        Sincerely,

        /s/ Barbara C. Jacobs

       Barbara C. Jacobs
       Assistant Director

cc: Via E -mail
Julian Lin, Esq.
Jones Day