SecProbe.io

March 18 , 2015

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. 3 to Registration Statement on Form F -1
Filed March 4, 2015
File No. 333 -201413

Dear Mr. Xu:

We have reviewed your registration statement and have the following comments.
References to prior comments are to those in our letter dated February 13, 2015.

General

1. We note your response to prior comment 2 .  It appears that  investors will be required to
fund accounts with the underwriter or syndicate members prior to satisfaction of the
offering contingency.  In the absence of an escrow arrangement  or separate bank account
as outlined in Rule 15c2 -4, this procedure appears to be inconsistent with the
requirements of the rule.  Please revise your o ffering .

2. We note that investor s participating in the offering who do not have trading accounts with
the managing underwriter or syndicate members will be required to set up such  account s.
Please provide more details on the requirement  to set up such trading account s, including
a discussion as to how  the procedure complies with Section 5 of the Securities Act.  Refer
to Release No. 33 -5071 and Question 139.26 of our Securities Act Compliance and
Disclosure Interpretations.

Prospectus Cover Page

3. We note the disclosure on pages 12 and 157 that the company will only effect this
offering if the following fo ur conditions are met: (1)  the offering is  conducted through a
best efforts  underwriting targeting US$60 million with minimu m proceeds of US$40
million, (2 ) at least 70% of the proceeds in the offering are  attributable to new investors,
(3) the market valu e of the company immediately prior to the  offering based on the
offering price equal s or exceed s US$253 million, and (4)  the offering is completed prior

Maodong Xu
Wowo Limited
March 18 , 2015
Page 2

 to March  31, 2015.   Please disclose all four conditions on the cover page and in the risk
factors and u nderwriting sections of the prospectus .

Risk Factors

Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements
with our Affiliates

“If the PRC government finds that the agreements that establish the structure for operati ng our
businesses in China do not comply…,” page 33

4. We understand that the Chinese Ministry of Commerce recently released a draft Foreign
Investment Law that may significantly change procedures for foreign investment in PRC
companies.   Please tell us what consideration you have given to revising your risk f actor
and regulations discussions, as necessary, to address the potential impact of the draft
law.

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

5. We have reviewed your response to prior comment 9 and have the following addition al
comments:
 We note for the valuations as of April 28, 2014 and June 29, 2014 you allocated
equity using the option pricing model.  Please tell us your consideration for
allocating equity using the probability -weighted expected return method and the
reaso ns why this method was not used considering the potential for an IPO was
evident based on your discussions with the underwriter in April 2014.
 We note various new products, upgrades and business initiatives discussed in your
response that occurred subsequ ent to June 2014, none of which appear to have
been included in your June 29, 2014 valuation.  Please provide additional
information as to why these events were not contemplated in that valuation,
particularly considering they appear to have been implement ed with the
expectation they would produce additional revenue and considering you include
the launch of new products and services in the fourth quarter of 2014 and the first
quarter of 2015 to explain the increase in the fair value of your ordinary shares to
the January 2015 valuation .  Also, tell us whether inclusion of these
considerations in your financial forecasts as of June 29, 2014 would have
impacted your valuation of these shares and if not, the reasons why.
 Tell us what your forecasted 2015 reven ue was in your June 29, 2014 valuation as
compared to your current expectations of $65 million.
 You state in your response that the valuation from the underwriters was not set
until January 2015.  Please tell us whether you had any preliminary valuation
discussions with the underwriters earlier than January 2015 if so, tell us the results
of those discussions.
 You state that prior to the second quarter of 2014, you had been a comprehensive
e-commerce platform including both physical goods and service offer ings;

Maodong Xu
Wowo Limited
March 18 , 2015
Page 3

 however, your disclosure on page 84 states that your revenues are primarily
generated from the sales of WoWo coupons and that you act as an agent in the
delivery of the underlying goods and services.  Further, you state that you are not
responsible for the provision of these goods and services.  Considering this, please
provide additional information as to how you determined you had a bus iness
model similar to Amazon, eBay or Dangdang when determining comparable
companies for the June 29, 2014 valuat ion.
 You state that you excluded Tuniu from the June 29, 2014 valuation as they were
newly public and as such, they experienced volatility in initial share price and
multiple.  Please provide additional information as to why this company was
excluded in li ght of the fact that you are in a similar situation and tell us the
impact on the value of your ordinary shares had this company been included in
your valuation as of June 29, 2014.
 Please tell us the comparable companies that were included in the Janu ary 2015
valuation.   Please also tell us how your forecasted revenue multiple of 4.3x
compares to the revenue multiples of the comparable companies used for this
valuation.
 We note that you included Qunar in your January 2015 valuation due to the fact
that you experienced a similar growth rate from second quarter to the third quarter
2014.  Please tell us your forecasted growth rate and tell us whether it is similar to
your comparable companies.  In this regard, although you experienced an increase
in reven ues from the second quarter to the third quarter 2014, your revenues for
the nine months ended September 30, 2014 are less than the same period in 2013.
Similarly, your revenues for the three months ended September 30, 2014 are less
than the same period i n 2013.

 We note in your response you quantify the factors that contributed to the increase
in the fair value of your ordinary shares from April 2014 to January 2015;
however, these factors do not explain the 2300% increase in the fair value of your
ordina ry shares during this time period.  In light of this significant increase, please
tell us your consideration for reassessing the fair value of your ordinary shares as
of April and June 2014 when the IPO price was determined.

Index to Consolidated Financi al Statements, page F -1

6. Please revise your filing to include audited financial statements for the period ended
December 31, 2014.  Refer to Article 3 -12(f) of Regulation S -X.  We will waive this
requirement if you are able to represent adequately to us th at you are  not required to
comply with this requirement in any other jurisdiction outside the United States and that
complying with the requirement is impracticable or involves undue hardship.  To the
extent you make these representations, please file it  as an exhibit to the registration
statement.   If we waive the 12 -month requirement, you must comply with the 15 -month
requirement in this item.   To request a waiver, you may contact the Office of the Chief
Accountant of the Division of Corporation Finance a t (202) 551 -3400 or you may email
your request to dcaoletters@sec.gov .

Maodong Xu
Wowo Limited
March 18 , 2015
Page 4

 Exhibit 1.1

7. Please revise this exhibit to include the form of lock -up agreement.

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: Julian Lin, Esq.
Jones Day