SecProbe.io

February 13 , 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
Amendment No. 1 to Registration S tatement on Form F -1
Filed January 30, 2015
Amendment No. 2 to Registration Statement on Form F -1
Filed February 4, 2015
File No. 333 -201413

Dear Mr. Xu:

We have reviewed the above -referenced  registration statement s and have the following
comments.  The p age numbers in our  comments refer to pages in Amendment No. 2.

Prospectus Cover Page

1. We note that you have revised the offering structure such that it is now a best efforts,
minimum -maximum offering.  Please revise the top of the cover page where you state
that you are offering 6,000 ,000 American depositary s hares r epresenting 108,000,000
ordinary s hares to also disclose the minimum amount of shares that must be sold  for the
offering to close .  Similarly, revi se the offering description on page 11 to disclose  the
minimum -maximum structure of the offering and the minimum number of shares that
must be sold.

2. We note that you do not intend to place monies in an escrow account to maintain investor
funds.  As this  is now a minimum -maximum offering, p lease tell us how you intend to
comply with Rules 10b -9 and 15c2 -4 of the Exchange Act without appointing an escrow
agent.  Further, please tell us what procedures are in place to ensure that funds will be
promptly retu rned to investors.

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
February 13 , 2015
Page 2

 Risk Factors

“We might not be able to adequately protect our intellectual property rights,” page 29

4. We note your disclos ure that you have received a cease and desist letter from a PRC law
firm in connection with a claim by a third -party that your use of the Chinese characters
“WoWo” has infringed upon their trademark.  In this regard, we understand that Beijing
WoWo Science  & Technology Co., Ltd. (“WoWo Sci -Tech”) prevailed in a trademark
infringement lawsuit brought against you in the People’s Court of Haidian District,
Beijing, C hina.  We also understand  that on January 13, 2015, the Beijing Administration
for Industry and  Commerce issued a “Forbidden Command” to Sohu directing it to
remove your mobile applications from its app store due to possible trademark
infringement .  Finally, we understand  that other mobile applications stores, including
DangLe, Wan Dou Jia and AppCh ina, have or are in the process of removing your mobile
applications due to the claims of trademark infringement.  Please address these
allegations in your response letter and, as necessary, make appropriate revisions to your
prospectus.

Capitalization,  page 63

5. Your disclosure on page F -34 indicates that the preferred shares automatically convert
upon a qualified IPO in which the aggregate proceeds are not less than $100 million.
Since you will only raise a maximum of $60 million in this offering, plea se tell us how
you determined it was probable that your preferred shares would convert to common
shares for the purposes of the pro forma presentation.  Refer to Article 11 -01(a)(8) of
Regulation S -X.  Similar concerns apply to your pro forma presentations  throughout the
document, such as the pro forma disclosure on page 64 and your Consolidated Balance
Sheet as of September 30, 2014 on page F -51.

6. Your disclosure on page 42 indicates that under certain circumstances, you may be
required to obtain approval  prior to the conversion of certain of your indebtedness to your
CEO.  Your disclosure on page 99 indicates that if your offering is successful and you
sell 100% of your ADSs, your indebtedness to Mr. Xu would be converted into ordinary
shares.  Please add ress the following:

 Tell us how you considered the requirement to obtain regulatory approval prior to the
conversion of certain of your indebtedness to your CEO in determining conversion
was probable.
 Clarify if Mr. Xu will convert his shares if you sell less than 100% of your ADSs in
this offering.  If not, tell us how you determined it was probable that these shares
would convert to common shares as presented in your 83.3% and 66.7% pro forma
scenarios.

Maodong Xu
Wowo Limited
February 13 , 2015
Page 3

 Refer to Article 11 -01(a)(8) of Regulation S -X.  Similar concerns apply to your pro
forma presentations throughout the document, such as the pro forma disclosure on page
63 and your Consolidated Balance Sheet as of September 30, 2014 on page F -51.

7. You disclose on page F -34 that the preferred stock conv ersion price adjusts under certain
circumstances, including when you issue additional ordinary shares.  Please tell us how
you considered the fact that the issuance price of the shares underlying the ADSs is less
than 85% of the conversion price of your Se ries A -2 preferred common stock and is less
than the conversion price of your Series B preferred stock when determining how to
reflect their conversion in your pro forma presentation.  Similar concerns apply to your
pro forma presentations throughout the d ocument, such as the pro forma disclosure on
page 63 and your Consolidated Balance Sheet as of September 30, 2014 on page F -51.

Dilution, page 64

8. You disclose that you are giving effect to 108,000,000 ADSs offered in this offering for
$10.00 per ADS.  H owever, this appears to be the underlying shares associated with the
ADSs given your disclosure on page 11.  Please reconcile this apparent inconsistency.

Fair Value of Our Ordinary Shares and Share -Based Compensation, page 88

9. We note that the contempora neous valuations of your common stock disclosed on page
89 are significantly lower than your offering price range of $9.00 to $11.00 per ADS, or
$0.50 to $0.61 per share.  Please address the following:

 Tell us results of the market approach you performed as a sanity check for the income
approach for the valuations as of April 18, 2014 and June 29, 2014.  As part of your
response, please provide us the assumptions used in the market approach, including
the comparable companies and their respective multiples, as well as the multiples
used in the company’s valuation;
 Tell us whether you have made any adjustments to the valuations performed under
the income approach as a result of the valuation determined under the market
approach used as a “sanity check. ”  If so, tell us the nature and amount of those
adjustments and why they were made;
 Tell us the methods and assumptions used to allocate equity for the valuations as of
April 18, 2014 and June 29, 2014 ;
 Tell us whether you have granted any options or stock subsequent to September 30,
2014.  If so, provide us with a detail of those grants and provide the model and
assumptions used to value those shares;
 Discuss in detail the significant factors contributi ng to the difference between the
offering price range and the estimated fair value of your common stock for the equity
issuances on April 18, 2014 and June 29, 2014; and
 Tell us when you first initiated discussions with the underwriters regarding the
offer ing as well as the methods and assumptions they used in determining the
estimated offering price range.

Maodong Xu
Wowo Limited
February 13 , 2015
Page 4

 10. We note the volatility assumption used in determining the fair value of your employee
share options was estimated based on the historical stock price volatility of listed
guideline companies.  Please address the following with respect to the group of guideline
companies used in determining your volatility assumption:

 Tell us the guide line companies and whether the same set of guideline companies
were u sed in the market approach used as a sanity check for the income approach in
determining the fair value of the underlying common stock;
 Tell us the basis for the selection of the guideline companies, including the reasons
you believe they are comparable; a nd
 Describe changes to the set of guideline companies used, if any, and explain the
reasons for such changes.

15. Net Loss per Share, page F -41

11. In your response to comment 13, you confirmed that you excluded the full amount of
share options from your e arnings per share calculations but are disclosing as excluded
only the shares that would have been antidilutive using the treasury stock method.
However, it is unclear why you are using the treasury stock method to determine the
amount of antidilutive opt ions given the guidance in ASC 260 -10-45-17, which prohibits
assumption of the conversion, exercise or contingent issuance of securities that would
have an antidilutive effect.  Therefore, please revise your disclosure to present the full
amount of share o ptions as excluded from your calculation of earnings per share.

Taxation, page 182

12. Please identify in the opening paragraph of this section the law firms  who are  opining on
the tax consequences of the offering in the British Virgin Islands and Hong Kong  and file
the related tax opinions as exhibits .

Underwriting

Stabilization, page 193

13. We note your response to prior comment 11  and the statement that the underwriters may
engage in stabilization activities .  In your response letter, please explain why the
underwriters would need to engage in stabilizing transactions in connection with a best
efforts offering.

Exhibits

14. We note your disclosure at page 144 that Messrs. Luh, Zhou and Pu will serve as
indepe ndent directors immediately upon your IPO.  Please file written consents from
these individuals in which they consent to being named in the prospectus. Refer to
Securities Act Rule 438.

Maodong Xu
Wowo Limited
February 13 , 2015
Page 5

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 ot her questions.

        Sincerely,

        /s/ Barbara C. Jacobs

       Barbara C. Jacobs
       Assistant Director

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